8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  May 17, 2011

(Date of earliest event reported)

HAUPPAUGE DIGITAL INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13550	11-3227864
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

91 Cabot Court, Hauppauge, New York  11788

(Address of Principal Executive Offices)   (Zip Code)

Registrant's telephone number, including area code: (631) 434-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

G Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

G Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

G Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

G Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 17, 2011, Hauppauge Digital Inc. (the “Company”) issued a news release (the “News Release”) announcing its financial results for the fiscal quarter ended March 31, 2011 and the six month period ended March 31, 2011.  A copy of the News Release is furnished as Exhibit 99.1 hereto.

The information in the News Release is being furnished, not filed, pursuant to this Item 2.02.  Accordingly, the information in the News Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.  The furnishing of the information in this Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.   99.1           News Release, dated May 17, 2011, issued by Hauppauge Digital Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  May 17, 2011

HAUPPAUGE DIGITAL INC.
By:	/s/ Gerald Tucciarone
	Gerald Tucciarone
	Chief Fiancial Officer

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EX-99.1

Contacts: Gerald Tucciarone

Chief Financial Officer

631/434-1600, extension 306

HAUPPAUGE DIGITAL REPORTS FISCAL 2011

SECOND QUARTER AND SIX MONTH RESULTS

________________________________________________________________

HAUPPAUGE, NY – May 17, 2011 - Hauppauge Digital Inc. (NASDAQ: HAUP), a leading developer of digital video TV and data broadcast receiver products for personal computers, reported financial results for the second fiscal quarter and six month period ended March 31, 2011.

SECOND QUARTER RESULTS

Net sales were $10.3 million for the second quarter of fiscal 2011 compared to $13.8 million reported for the previous year’s second fiscal quarter.

The Company incurred a net loss of $1,443,367 for the second quarter of fiscal 2011 compared to a net loss of $902,873 for the second quarter of fiscal 2010.   Basic and diluted net loss per share was $0.14 for the second quarter of fiscal 2011 and $0.09 for the second quarter of fiscal 2010.

SIX MONTH RESULTS

Net sales were $23.2 million for the six months ended March 31, 2011 compared to $31.7 million reported for the  six months ended March 31, 2010.

The Company incurred a net loss of $2,181,587 for the six months ended March 31, 2011, compared to a net loss of $1,237,424 for the six months ended March 31, 2010.   Basic and diluted net loss per share was $0.22 for the six months ended March 31, 2011 and $0.12 for the six months ended March 31, 2010.

DISCUSSION OF RESULTS

Ken Plotkin, Hauppauge’s Chief Executive Officer stated   “Our sales to computer products retailers have slowed in Europe, primarily due to the decline in the sales of new laptop computers which have been our target market for the past several years. In order to refocus our sales strategy, we restructured our sales organization in January to place more focus on areas in Europe where we expect faster growth later on this year.

Our gross profit margins continued to expand due to increased sales of our newer, more profitable products plus the decline in the low margin sales to PC manufacturers. Colossus, which is our next generation high definition video recorder, began shipping during our second fiscal quarter.  Colossus can record TV programs in HD from a cable TV or satellite set-top box. It can also record video game play in HD from an Xbox 360 and a PlayStation 3.

In addition to Colossus, we started to ship our newest product, Broadway, into the European market in mid April. Broadway was developed by our PCTV Systems group in Europe, and sends live TV from a cable TV box or from a TV antenna to an Apple iPad and iPhone.  Broadway can also send live TV in the home via Wi-Fi or via the Internet anywhere in the world.  Broadway has a retail price of 199 Euros and has similar functions to our WinTV Extend software, but is a small stand-alone box and does not require a PC to operate.

We are very excited about Broadway, and plan to start North America shipments within the next quarter.”

ABOUT HAUPPAUGE DIGITAL

Hauppauge Digital Inc. is a leading developer of analog and digital TV receiver products for the personal computer market. Through its Hauppauge Computer Works, Inc. and Hauppauge Digital Europe SARL subsidiaries, the Company designs and develops analog and digital TV receivers that allow PC users to watch television on their PC screen in a resizable window and enable the recording of TV shows to a hard disk, digital video editing, video conferencing, receiving of digital TV transmissions, and the display of digital media stored on a computer to a TV set via a home network. The Company is headquartered in Hauppauge, New York, with administrative offices in Luxembourg, Ireland and Singapore, sales offices in Germany, London, Paris, The Netherlands, Sweden, Italy, Spain, Singapore, Taiwan and California and research and development centers in Hauppauge, New York, Taipei, Taiwan and Braunschweig,  Germany.  The Company’s Internet web site can be found at http://www.hauppauge.com.

This news release contains forward-looking statements as that term is defined in the federal securities laws.  The events described in forward-looking statements contained in this news release may not occur.  Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating results or financial position, and the outcome of any contingencies.  Any such forward-looking statements are based on current expectations, estimates and projections of management.  We intend for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements.  Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements.  We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, that may influence the accuracy of the statements and the projections upon which the statements are based.  Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key raw materials, dependence on key members of management, successful integration of acquisitions, economic conditions in the United States and abroad, fluctuation of the value of the Euro versus the U.S. dollar, our history of operating losses, our ability to obtain financing, our ability to maintain our NASDAQ listing, as well as other risks and uncertainties discussed in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and the Company’s Form 10-Q for the three months ended December 31, 2010 and the three months ended March 31, 2011.   Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate.  Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.  We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.  All cautionary statements made in this news release should be read as being applicable to all related forward-looking statements wherever they appear.

[Financial Table Follows]

HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
	Three months ended March 31,
	2011			2010
Net  sales	$	10,324,162		$	13,847,079
Cost  of  sales		7,102,764			9,981,288
Gross profit		3,221,398			3,865,791
Selling, general and  administrative expenses		3,513,871			3,777,737
Research & development expenses		1,142,913			1,005,101
Loss  from operations		(1,435,386	)		(917,047	)
Other  income (expense):
Interest income		1,616			1,435
Foreign currency gain (loss)		(27,060	)		61,875
Total  other  income (expense)		(25,444	)		63,310
Loss before tax provision		(1,460,830	)		(853,737	)
Deferred tax benefit		(69,188	)		-
Current tax expense		51,725			49,136
Net loss	$	(1,443,367	)	$	(902,873	)
Net loss per share-basic and diluted	$	(0.14	)	$	(0.09	)
Weighted average shares-basic and diluted		10,106,679			10,065,344

HAUPPAUGE DIGITAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
	Six months ended March 31,
	2011			2010
Net  sales	$	23,187,108		$	31,725,437
Cost  of  sales		15,618,472			22,637,249
Gross profit		7,568,636			9,088,188
Selling, general and  administrative expenses		7,288,575			8,110,260
Research & development expenses		2,239,692			2,175,172
Loss  from operations		(1,959,631	)		(1,197,244	)
Other  income (expense):
Interest income		3,175			2,894
Interest expense		-			(4,347	)
Foreign currency gain		4,463			61,635
Total  other  income		7,638			60,182
Loss before tax provision		(1,951,993	)		(1,137,062	)
Deferred tax expense		130,538			-
Current tax expense		99,056			100,362
Net loss	$	(2,181,587	)	$	(1,237,424	)
Net loss per share-basic and diluted	$	(0.22	)	$	(0.12	)
Weighted average shares-basic and diluted		10,094,920			10,062,545

HAUPPAUGE DIGITAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
	March 31,			September 30,
	2011			2010
Assets:
Current Assets:
Cash and cash  equivalents	$	5,455,432		$	7,057,904
Accounts receivables, net of various allowances		2,888,904			4,403,194
Other non trade receivables		1,719,590			2,355,834
Inventories		11,796,902			11,450,565
Deferred tax asset current		1,082,096			1,310,204
Prepaid expenses and other current assets		1,156,928			980,087
Total current assets		24,099,852			27,557,788
Intangible assets, net		3,563,848			3,941,266
Property, plant and equipment, net		454,366			544,959
Security deposits and other non current assets		106,241			106,241
Deferred tax asset non current		708,304			610,734
Total assets	$	28,932,611		$	32,760,988
Liabilities and Stockholders’ Equity:
Current Liabilities:
Accounts payable	$	5,891,116		$	7,306,221
Accrued expenses – fees		4,593,864			4,955,540
Accrued expenses		9,908,706			10,266,495
Income taxes payable		309,752			252,090
Total current liabilities		20,703,438			22,780,346
Stockholders' Equity
Common stock, $.01 par value; 25,000,000 shares authorized,
10,882,823  and 10,842,274  issued, respectively		108,828			108,423
Additional paid-in capital		17,986,661			17,739,330
Retained deficit		(3,232,473	)		(1,050,886	)
Accumulated other comprehensive  loss		(4,228,295	)		(4,410,677	)
Treasury Stock at cost, 760,479 shares		(2,405,548	)		(2,405,548	)
Total stockholders' equity		8,229,173			9,980,642
Total  liabilities and  stockholders' equity	$	28,932,611		$	32,760,988

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