Item 2.02. Results of Operations and Financial Condition.

On May 15, 2012, Hauppauge Digital Inc. (the "Company") issued a news release (the "News Release") announcing its financial results for the fiscal quarter ended March 31, 2012 and the six month period ended March 31, 2012. 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 15, 2012, issued by Hauppauge Digital Inc.

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