Filed by sedaredgar.com - HS3 Technologies Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N+bA9lwAhIs2S1sa5CFz0xkJcWjLUoiJVJsaES0ZwDD+JIwqDIqFcRN1jszuAH9C fVSBaFTEXllodqFke2u+jw== 0001062993-08-002826.txt : 20080618 0001062993-08-002826.hdr.sgml : 20080618 20080617174058 ACCESSION NUMBER: 0001062993-08-002826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HS3 TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001297203 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 203598613 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32289 FILM NUMBER: 08904106 BUSINESS ADDRESS: STREET 1: 1800 BOULDER ST STREET 2: SUITE 600 CITY: DENVER STATE: CO ZIP: 80211 BUSINESS PHONE: 3034552550 MAIL ADDRESS: STREET 1: 1800 BOULDER ST STREET 2: SUITE 600 CITY: DENVER STATE: CO ZIP: 80211 FORMER COMPANY: FORMER CONFORMED NAME: Zeno Inc. DATE OF NAME CHANGE: 20040714 8-K 1 form8k.htm Filed by sedaredgar.com - HS3 Technologies Inc. - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 30, 2008

HS3 TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

333-117874
(Commission File Number)

20-3598613
(IRS Employer Identification No.)

1800 Boulder Street – Suite 600, Denver, Colorado, USA 80211
(Address of principal executive offices and Zip Code)

(303) 455-2550
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report)

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:

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

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

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

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

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Item 1.01

Entry in Material Definitive Agreement

On April 25, 2008, our company received a loan in the amount of $30,000 from Robert Morrison, a director and officer of our company. The loan is unsecured and has no fixed repayment terms. We have agreed to pay 15% interest per annum or issue shares at $0.12 for conversion of the loan, at the election of Mr. Morrison.

Item 3.02

Unregistered Sales of Equity Securities

On June 6, 2008, we issued 2,500,000 shares of our common stock in a private placement, at a purchase price of $0.10 per share for gross proceeds of $250,000 to one subscriber. The shares were one to U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.

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.

HS3 TECHNOLOGIES INC.

/s/ Mark Lana

Mark Lana

Chief Executive Officer and Director

June 16, 2008

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