SEC Info - HS3 Technologies Inc. - ‘424B4’ on 10/31/07

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		Alternative Formats (Word, et al.) Application of Critical Accounting Policies Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Description of Business Description of Property Description of Securities Directors, Executive Officers, Promoters and Control Persons Disclosure of SEC Position of Indemnification for Securities Act Liabilities Dividend Policy Executive Compensation Experts Financial Statements Interest of Named Experts and Counsel Legal Proceedings Management's Discussion and Analysis Market for Common Equity and Related Shareholder Matters Offering, The Plan of Distribution Prospectus Summary Risk Factors Security Ownership of Certain Beneficial Owners and Management Selling Shareholders The Offering Use of Proceeds Where You Can Find More Information
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"	Prospectus Summary
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"	The Offering
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"	Directors, Executive Officers, Promoters and Control Persons
"	Security Ownership of Certain Beneficial Owners and Management
"	Description of Securities
"	Interest of Named Experts and Counsel
"	Experts
"	Disclosure of SEC Position of Indemnification for Securities Act Liabilities
"	Description of Business
"	Management's Discussion and Analysis
"	Application of Critical Accounting Policies
"	Description of Property
"	Certain Relationships and Related Transactions
"	Market for Common Equity and Related Shareholder Matters
"	Dividend Policy
"	Executive Compensation
"	Financial Statements
"	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

10,616,811 SHARES OF COMMON STOCK OF HS3 TECHNOLOGIES INC.
_________________________________

The prospectus relates to the resale by certain selling shareholders of HS3 Technologies Inc. of up to 10,616,811 shares of our common stock.

The selling shareholders may offer to sell the shares of common stock being offered in this registration statement at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. Our common stock is quoted on the OTC Bulletin Board under the symbol “HSTH.OB”. On October 10, 2007 the closing bid price for one share of our common stock on the OTC Bulletin Board was $0.09.

The information in this registration statement is not complete and may be changed. The selling stockholder may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 6 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

As used in this prospectus, the terms “we”, “us”, “our”, “our company”, “HS3” and “HS3 Technologies” mean HS3 Technologies Ltd.. unless otherwise indicated.

We were incorporated under the laws of the State of Nevada on January 28, 2003 under the name Zeno Inc. Following our incorporation, we were an exploration stage company, engaged in the business of the acquisition and exploration of mineral properties with claims on properties located in the Thunder Bay Mining District in Ontario, Canada. On August 31, 2005, we entered into an asset purchase agreement with IP-Colo, Inc. (IPC). Following the closing of the asset purchase agreement with IPC, we became engaged in the business of the development of advanced wireless technologies, integrated with high-speed internet via satellite, to provide real-time security and monitoring. On October 10, 2005, we changed our name to HS3 Technologies, Inc. We have recently broadened the focus of our business to include the development and sale of security products and security service. In today's environment of global instability, security threat levels are increasingly creating a growing need for improved security and real-time surveillance. We plan to bring together our security products and security services to provide our customers with complete integrated solutions to mitigate these potential security threats.

Our principal executive offices are located at 1800 Boulder Street, Suite 600, Denver, Colorado 80211-6400. Our telephone number is (303) 455-2550. We maintain a website at www.hs3tech.com. Information contained on our website does not form part of this prospectus.

The prospectus relates to the resale by certain selling shareholders of HS3 Technologies Ltd. of up to 10,616,811 shares of our common stock. The selling shareholders may sell these shares of common stock in the public market or through privately negotiated transactions or otherwise. The selling shareholders may sell these shares of common stock through ordinary brokerage transactions, directly to market makers or through any other means described in the section entitled “Plan of Distribution”.

There were 31,470,802 shares of our common stock issued and outstanding as at October 10, 2007.

The summarized consolidated financial data presented below is derived from and should be read in conjunction with our audited consolidated financial statements from for our fiscal years ended June 30, 2006 and June 30, 2007, including the notes to those financial statements, which are included elsewhere in this registration statement along with the section entitled “Management’s Discussion and Analysis” beginning on page 26 of this registration statement.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

We will require significant additional financing, the availability of which cannot be assured, and if we are unable to obtain such financing, our business may fail.

Our business plan calls for significant expenses necessary to continue the development of our business and expand our position in the market. There is no assurance that actual cash requirements will not exceed our estimates. We may need to raise additional funds to:

We have not yet achieved sustainable positive cash flows. As such, we will depend to a large extent on outside capital over the near-term to fund our capital needs. Such outside capital may be obtained from additional debt or equity financing. We do not currently have any arrangement for financing and there is no assurance that capital will be available to meet our operating costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to implement our business and growth strategies, respond to changing business or economic conditions, withstand adverse operating results, consummate desired acquisitions or compete effectively.

We operate in a highly-competitive industry and our failure to compete effectively may adversely affect our ability to generate revenue.

We are aware of similar security products and security services which compete directly with our security products and security services and some of the companies developing these security products and security services have significantly greater financial, technical and marketing resources, larger distribution networks, and generate greater revenue and have greater name recognition than us. These companies may develop security products superior to

those of our company. Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern.

Some of our competitors conduct more extensive promotional activities and offer lower prices to customers than we do, which could allow them to gain greater market share or prevent us from increasing our market share. In the future, we may need to decrease our prices if our competitors continue to lower their prices. Our competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. To be successful, we must carry out our business plan, establish and strengthen our brand awareness through marketing, effectively differentiate our product line from those of our competitors and build our distribution network. To achieve this we may have to substantially increase marketing and research and development in order to compete effectively. Such competition will potentially affect our chances of achieving profitability, and ultimately adversely affect our ability to continue as a going concern.

Rapid technological changes in our industry could render our security products or security services non-competitive or obsolete and consequently affect our ability to generate revenues.

We will derive all of our revenues from the sale of security products and security services. Such security products and security services are characterized and affected by rapid technological change, evolving industry standards and regulations and changing client preferences. Our success will depend, in significant part, upon our ability to make timely and cost-effective enhancements and additions to our technology and to introduce new security products and security services that meet customer demands. We expect new security products and security services to be developed and introduced by other companies that compete with our security products and security services. The proliferation of new and established companies offering similar security products and security services may reduce demand for our particular security products and security services. There can be no assurance that we will be successful in responding to these or other technological changes, to evolving industry standards or regulations or to new security products and security services offered by our current and future competitors. In addition, we may not have access to sufficient capital for our research and development needs in order to develop new security products and security services.

We could lose our competitive advantages if we are not able to protect our proprietary technology and intellectual property rights against infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends in part on our proprietary technology incorporated in our security products. If any of our competitors copy or otherwise gain access to our proprietary technology or develop similar technologies independently, we would not be able to compete as effectively. We consider our technologies invaluable to our ability to continue to develop and maintain the goodwill and recognition associated with our brand. The measures we take to protect our technologies, and other intellectual property rights, which presently are based upon registered trade marks in addition to trade secrets, may not be adequate to prevent their unauthorized use. Although we rely, in part, on contractual provisions to protect our trade secrets and proprietary know-how, there is no assurance that these agreements will not be breached, that we would have adequate remedies for any breach or that our trade secrets will not otherwise become known or be independently developed by competitors. Further, the laws of foreign countries may provide inadequate protection of intellectual property rights. We may need to bring legal claims to enforce or protect our intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and a diversion of corporate resources. In addition, notwithstanding any rights we have secured to our intellectual property, other persons may bring claims against us claiming that we have infringed on their intellectual property rights, including claims that our intellectual property rights are not valid. Adverse determinations in litigation in which we may become involved could subject us to significant liabilities to third parties, require us to grant licenses to or seek licenses from third parties and prevent us from manufacturing and selling our security products. Any claims against us, with or without merit, could be time-consuming and costly to defend or litigate, divert our attention and resources, result in the loss of goodwill associated with our trademarks or require us to make changes to our technologies. Furthermore, we cannot assure you that any pending patent application made by us will result in an issued patent, or that, if a patent is issued, it will provide meaningful protection against competitors or competitor technologies.

We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our security products and security services and implement our business objectives could be adversely effected.

To continue our growth, we will need to recruit additional senior management personnel, including persons with financial and sales experience. In addition, we must hire, train and retain a significant number of other skilled personnel, including persons with experience in sales and marketing. We have encountered competition for these personnel. We may not be able to find or retain qualified personnel, which will have a material adverse impact on our business.

We have a history of losses and negative cash flows, which is likely to continue unless our security products gain sufficient market acceptance to generate a commercially viable level of sales.

Although we anticipate that we will be able to start generating increased revenues during the next six months to 12 months, we also expect an increase in development and operating costs . Consequently, we expect to incur operating losses and net cash outflows unless and until our existing security products and security services, and or any new security products that we may develop or acquire, gain market acceptance sufficient to generate a commercially viable and sustainable level of sales.

We will rely on a certain number of distributors to distribute our security products to customers. We could be adversely affected by an increase in our suppliers prices, a significant decline in our suppliers financial condition. As a result, our business may fail and investors may lose their entire investment.

We will rely on a certain number of distributors to distribute our security products to our customers. We could be adversely affected by an increase in our distributors prices of distribution services or a significant decline in our distributors financial condition. If the relationships with any one of our distributors is terminated and we are not successful in establishing a relationship with an alternative distributor who offers similar services at similar prices, our results of operations could be adversely affected, our business may fail and investors may lose their entire investment.

We will be dependent upon third party manufacturers to produce our security products. We could be adversely affected by an increase in our manufacturers services or a significant decline in our manufacturers financial condition. As a result, our business may fail and investors may lose their entire investment.

As a cost efficiency measure, we do not plan to manufacture our own security products but contract such manufacturing to third parties. We could be adversely affected by an increase in our manufacturers prices of manufacturing services or a significant decline in our manufacturers financial condition. If the relationships with any one of our manufacturers is terminated and we are not successful in establishing a relationship with an alternative manufacturer who offers similar services at similar prices, our results of operations could be adversely affected, our business may fail and investors may lose their entire investment.

The limitation of any one of our manufacturers available manufacturing capacity due to significant disruption in their manufacturing operation could have a material adverse effect on sales revenue and results of operations and financial condition.

We will be dependent upon third party manufacturers to produce our security products. If production at any one of our manufacturers manufacturing plant is disrupted for any number of reasons, manufacturing yields may be adversely affected and we may be unable to meet our customers requirements. Consequently, our customers may purchase security products from our competitors. This could result in a significant loss of revenues and damage to our customer relationships, which could materially adversely effect our business, results of operations or financial condition.

Unless we can establish significant sales of our current security products and security services, our potential revenues may be significantly reduced.

We expect that a substantial portion, if not all, of our future revenue will be derived from the sale of our security products and security services. We expect that these security product and security services and their extensions and derivatives will account for a majority, if not all, of our revenue for the foreseeable future. The successful introduction and broad market acceptance of our security products - as well as the development, introduction and market acceptance of any future enhancements - are, therefore, critical to our future success and our ability to generate revenues. Unfortunately, there can be no assurance that we will be successful in marketing our current product offerings, or any new product offerings, applications or enhancements. Failure to achieve broad market acceptance of our security products, as a result of competition, technological change, or otherwise, would significantly harm our business.

There is a high risk of business failure due to the fact that we have not commenced commercial operations.

Although we are in the initial stages of developing and implementing the commercialization of our security products and security services, there is no assurance that we will be able to successfully develop sales of our security products and security services. Thus we have no way of evaluating whether we will be able to operate the business successfully, and there is no assurance that we will be able to achieve profitable operations.

Potential investors should be aware of the difficulties normally encountered in developing and commercializing new security products and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the commercialization process that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to development, manufacture and financing of our security products. If we are unsuccessful in addressing these risks, our business will most likely fail.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with the commercialization of our security products and security services, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our security services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Our security products and security services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our security products and security services may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new security products and security services and enhance our current security products and security services on a timely and cost-effective basis. Further, our security products and security services must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new security products and security services or enhanced versions of existing security products and security services. Also, we may not be able to adapt new or enhanced security products or security services to emerging industry standards, and our new security products or security services may not be favorably received.

Demand for our security products and security services might be insufficient for us to become profitable.

We cannot predict with certainty the potential consumer demand for our security products or security services or the degree to which we will meet that demand. If demand for our security products or security services does not develop as expected and achieve consumer market acceptance, we might not be able to generate enough revenue to become profitable or to sustain our operations. We plan to target the sale of our security products and security services to three primary customer groups; residential, commercial and government. We have based our strategy to target these consumers on a number of assumptions, some or all of which could prove to be incorrect. Even if markets for our service develop, we could achieve a smaller share of these markets than we currently anticipate.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If the stock price declines, there can be no assurance that we can raise additional capital or generate funds from operations sufficient to meet our obligations. We believe the following factors could cause the market price of our common stock to continue to fluctuate widely and could cause our common stock to trade at a price below the price at which you purchase your shares of common stock:

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, could materially adversely affect the market price of our common stock.

If we issue additional shares of common stock in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of 50,000,000 shares of common stock. Our board of directors has the authority to issue additional shares of common stock up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares of common stock to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares of common stock will result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares of common stock, such issuance also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change of control of our corporation.

If a market for our shares of common stock does not develop, shareholders may be unable to sell their shares of common stock.

There is currently a limited market for our common stock, which trades through the Over-the-Counter Bulletin Board quotation system. Trading of stock through the Over-the-Counter Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock.

Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements, which may limit a stockholder’s ability to buy and sell our shares of common stock.

In addition to the “penny stock” rules described above, the FINRA has adopted rules requiring that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.

The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit our shareholders’ ability to buy and sell our stock and which may have an adverse effect on the market for our shares of common stock.

This registration statement contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on pages 6 to 14, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be

materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

The shares of common stock offered hereby are being registered for the account of the selling shareholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling shareholders and we will not receive any proceeds from the resale of the common stock by the selling shareholders. We will, incur all costs associated with this registration statement and prospectus.

The selling shareholders may offer and sell, from time to time, any or all of the common stock issued. Because the selling shareholders may offer all or only some portion of the 10,616,811 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling shareholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling shareholders as of October 10, 2007 and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholder. None of the selling shareholders is a broker-dealer, or an affiliate of a broker-dealer to our knowledge.

Name of Selling Stockholder and Position, Office or Material Relationship with HS3 Technologies Inc.	Common Shares Owned by the Selling Shareholders	Total Shares Registered	Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding (1)
		Total Shares Registered	# of Shares	% of Class
Ab Goldberg	925,000	925,000	0	0
John Michael Palmer	1,250,000	1,250,000	0	0
Frieda & Steve Goodman	312,500	312,500	0	0
Steve and Renee Leventhal⁽²⁾	312,500	312,500	0	0
Sanford D. Greenberg	312,500	312,500	0	0
Patricia A. Tedesco	937,500	937,500	0	0
Ronald N. Buss	312,500	312,500	0	0

Name of Selling Stockholder and Position, Office or Material Relationship with HS3 Technologies Inc.	Common Shares Owned by the Selling Shareholders	Total Shares Registered	Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding (1)
		Total Shares Registered	# of Shares	% of Class
Stanford W. Slifer	312,500	312,500	0	0
Sami A. Miro	625,000	625,000	0	0
Morissa Goodman	62,500	62,500	0	0
Sean Leventhal⁽²⁾	62,500	62,500	0	0
Adam Jay Leventhal⁽²⁾	62,500	62,500	0	0
William Adams	218,750	218,750	0	0
Bret K. Defnet	156,250	156,250	0	0
Dawn DeGasperis	62,500	62,500	0	0
Jens Dalsgaard	2,500,000	2,500,000	0	0
The Regency Group LLC⁽³⁾	1,231,811	1,231,811	0	0
Wall Street Resources⁽⁴⁾	90,000	90,000	0	0
Redwood Consulting⁽⁵⁾	870,000	870,000	0	0
Total	10,616,811	10,616,811

⁽¹⁾Assumes all of the shares of common stock offered are sold. Based on 31,470,802 common shares issued and outstanding on October 10, 2007.

(2) Steve and Renee Leventhall, Sean Leventhall and Adam Jay Leventhall are the nieces and nephews of Ab Goldberg

⁽³⁾Aaron Lamkin and Scott Gelbard exercises dispositive and voting authority for shares held by the Regency Group LLC

⁽⁴⁾Gerald Kieft exercises dispositive and voting authority for shares held by Wall Street Resources

⁽⁵⁾Chistian Hollant, Malibu Holdings (Ab Goldberg), Christopher Marquez, Josh Norton, Richard Pisano, Jens Dalsgaard, Amanda Schmieder, Richard Tessi, Angela Williams, Marlin Moinaro exercises dispositive and voting authority for shares held by Redwood Consulting

We may require the selling stockholder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

Each selling stockholder of our common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the trading market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

The selling shareholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed our company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed 8%.

We are required to pay certain fees and expenses incurred by our company incident to the registration of the shares. We have agreed to indemnify the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144

rather than under this prospectus. Each selling stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling shareholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling shareholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

We and the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling shareholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

The anti-manipulation provisions of Regulation M under the Securities Exchange Act of 1934 will apply to purchases and sales of shares of common stock by the selling shareholders, and there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, a selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while they are distributing shares covered by this prospectus. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution it taking place. We will advise the selling shareholders that if a particular offer of common stock is to be made on terms materially different from the information set forth in this Plan of Distribution, then a post-effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling shareholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

Other than as set out below, we know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

During the year ended June 30, 2007, certain of our stockholders requested that our company hold an annual meeting of stockholders. This requisition led to an order by the courts that our company hold an annual meeting. In satisfaction of the court order, our company held an annual meeting of our stockholders on August 14, 2007.

As at October 10, 2007 our directors and executive officer, their age, positions held, and duration of such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
Mark Lana	Chief Executive Officer, Treasurer, Secretary and Director	53	November 9, 2005
Robert A. Morrison	President and Director	42	June 18, 2007
Charles Ferris	Director	60	August 14, 2007
Michael Yinger	Director	50	August 14, 2007

The following is a brief account of the education and business experience of our sole director and executive officer during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which he was employed.

Mr. Lana was appointed as President and Chief Executive Officer on November 9, 2005 and as a member of our board of directors on November 21, 2005.

Mr. Lana owned and operated several multi-unit and corporate extended stay hotels each with a staff of over 10 people in the Denver metro area for the past 20 years. He was involved in the housing industry and built, remodelled and refurbished single family and multi-unit dwellings. Mr. Lana has been involved in developing markets and putting together the financing for commercial real estate transactions and acquisitions. He has been involved with software development for medical transcription services and for payroll efficiencies in the hotel/motel labour market. During the 1990's Mr. Lana was able to develop a system of medical records transcriptions that enabled records to be transcribed at several remote locations and then be centrally transmitted back to the hospital/clinic. His software applications were used by the Denver medical profession for use in delivering radiology reports to medical facilities and physician's offices from remote locations.

For the past 15 years Mr. Morrison has been the owner of RAM Enterprises Inc, a computer networking consulting company that designs, builds and maintains computer networks for various enterprises. Mr. Morrison was a director of ID-Confirm Inc. from December 12, 2004 to January 5, 2007 and was its President, Chief Executive Officer from September 12, 2005 to June 13, 2006, Chief Financial Officer from November 16, 2004 to July 22, 2005 and Chief Technology Officer from July 13, 2006 to January 5, 2007.

Dr. Ferris is the Founder and President of Strategic Science LLC. He is a specialist on advanced topics in biotechnology, business management, and technology-based economic development. He provides strategic guidance to technology companies in the areas of scientific, business and corporate development, and is passionate

about applying these backgrounds to optimize health and wellness outcomes. His professional career has also resulted in significant relationships with many academic, scientific, tech-policy and business opinion leaders. Dr. Ferris previously served as the Director of Biosciences Programs for the State of Colorado’s science and technology development agency. The agency was formed to promote public/private consortia and foster research excellence, technology transfer and technology-based business development.

As a retired Lieutenant Colonel from the U.S. Army, Dr. Ferris has an extensive background and training in military medical capabilities and protocols as well as chemical, radiation and biological defense. Dr. Ferris served as Chair of both the Letterman Army Institutional Review Committee and the Animal Care and Use Committee.

A resident of Colorado since 1983, Dr. Ferris has been involved in biological sciences research and business activities for over 20 years. His particular expertise is in the convergence of basic science and emerging technologies and taking these to market.

Dr. Ferris earned both his B.S. (animal science) and M.S. (reproductive physiology) from The Ohio State University, his M.B.A. from the University of Colorado and his Ph.D. (reproductive physiology) from Utah State University.

Dr. Ferris has graduated from numerous Army military medical courses and schools, including the Command and General Staff College.

Mr. Yinger a seasoned senior executive, with experience creating, building, and managing organizations, providing strategic advice via Board of Directors membership, both in the US and internationally. Over the course of his career, Mr. Yinger has delivered positive results (sales growth of 10-20% in a down market), dealt with senior level clients (CxO level), and established efficient organizations and partnerships in a number of different industries, within startups and established companies. He is well versed in business management consulting, including outsourcing (domestically and internationally) and business/integration. Mr. Yinger has direct experience managing technical as well as strategic initiatives, in traditional or matrix management environments.

Mr. Annis is responsible for the strategic rollout of HS3 Technologies’ solutions including site-surveys, deployment, implementation, liaison with WildBlue Communication technicians and maintenance of customer installations. Mr. Annis brings over 25 years of experience working with computers, servers, networks, wireless networking and routers. Prior to joining HS3 Technologies, Mr. Annis founded Nanuke Systems, Inc., a full-service Internet solutions firm. Nanuke Systems provides website and email hosting, wireless Internet access and network design, services and repair. Nanuke Systems specializes in the design, development and implementation of remote access solutions for large corporations. Mr. Annis also attended the University of Colorado at Boulder's Aerospace Engineering Program.

There are no family relationships between any director, executive officer or significant employee.

Our directors and executive officers, promoters or control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

On September 10, 2007, our board of directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our company's chief executive officer, president and chief financial officer (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

4. the prompt internal reporting of violations of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and

Our Code of Ethics and Business Conduct requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Ethics and Business Conduct emphasizes that all employees have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Ethics and Business Conduct by another.

Our Code of Ethics and Business Conduct is being filed with the Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form 10-KSB. We will provide a copy of the Code of Ethics and Business Conduct to

any person without charge, upon request. Requests can be sent to: HS3 Technologies Inc., Suite 600, 1800 Boulder Street, Denver, CO 80211-6400.

Our board of directors has determined that it does not have a member of the audit committee that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues reasonably expected to be raised by our company. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated material revenues to date.

We currently act with four directors, consisting of Mark Lana, Robert A. Morrison, Charles Ferris and Michael Yinger. We have determined that Charles Ferris and Michael Yinger are independent directors as defined by Nasdaq Marketplace Rule 4200(a)(15).

We do not have a standing audit or compensation committee at the present time. Our entire board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing and evaluating our financial statements, understanding internal controls and procedures for financial reporting and determining the compensation policies and practices of our executive officers. Our board of directors does not believe that it is necessary to have an audit or compensation committee at this time in our business because we believe that the functions of an audit and compensation committee can be adequately performed by the entire board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.

The following table sets forth, as of October 10, 2007, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
Mark Lana 1800 Boulder Street, Suite 600 Denver, CO 80211	2,577,113⁽²⁾	7.99%
Robert A. Morrison 1800 Boulder Street, Suite 600 Denver, CO 80211	4,077,113⁽³⁾	12.65%

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

We are authorized to issue 50,000,000 common shares with a par value of $0.001 and 2,500,000 preferred shares with a par value of $0.001. As of October 10, 2007 we had 31,470,802 common shares issued and outstanding and no shares of preferred stock issued and outstanding.

Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to shareholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. There are no cumulative voting rights.

The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as our board of directors may from time to time determine. Holders of common stock will share equally on a per share basis in any dividend declared by the board of directors. We have not paid any dividends on our common stock and do not anticipate paying any cash dividends on such stock in the foreseeable future.

In the event of a merger or consolidation, all holders of common stock will be entitled to receive the same per share consideration.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

The consolidated financial statements of HS3 Technologies Inc. included in this registration statement have been audited by Weaver & Martin, LLC for the year ended June 30, 2007 and Gordon, Hughes & Banks, LLP for the year ended June 30, 2006, independent registered public accountants, to the extent and for the period set forth in their report appearing elsewhere in the registration statement, and are included in reliance upon such reports given upon the authority of said firms as experts in auditing and accounting.

Our bylaws provide that directors and officers shall be indemnified by us to the fullest extent authorized by the Nevada General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf. The bylaws also authorize the board of directors to indemnify any other person who we have the power to indemnify under the Nevada General Corporation Law, and indemnification for such a person may be greater or different from that provided in the bylaws.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The address of our principal executive office is 1800 Boulder Street, Suite 600, Denver, Colorado 80211-6400. Our telephone number is (303) 455-2550. We maintain a website at www.hs3tech.com. Information contained on our website does not form part of this prospectus. Our common stock is quoted on the OTC Bulletin Board under the symbol “HSTH”.OB

We were incorporated under the laws of the State of Nevada on January 28, 2003 under the name Zeno Inc. Following our incorporation, we were an exploration stage company engaged in business of the acquisition and exploration of mineral resource properties, with claims on properties located in the Thunder Bay Mining District in Ontario, Canada.

We were not successful in implementing our business plan or successful in raising sufficient capital to explore our properties in any material way. As we investigated opportunities and challenges involved with financing and exploring our properties, we realized that the business did not present the best opportunity for us to realize value for our shareholders. Accordingly, we abandoned our exploration plan and focussed on the identification of suitable businesses with which to enter into a business opportunity or business combination.

On August 31, 2005, we entered into an asset purchase agreement with IP-Colo, Inc. (IPC). The asset purchase agreement contemplated acquisition of all of the assets of IPC. IPC was incorporated pursuant to the laws of the State of Colorado on December 24, 2004.

The closing of the transactions contemplated in the asset purchase agreement and the acquisition by our company of all of the assets of IPC occurred on November 9, 2005. In accordance with the closing of the agreement, and effective as of November 9, 2005, we acquired all of the assets of IPC, in exchange for the issuance by our company of 1,612,520 shares of our common stock to the shareholders of IPC.

Following the closing of the asset purchase agreement with IPC, we became engaged in the business of the development of advanced wireless technologies, integrated with high-speed internet via satellite, to provide real-time security and monitoring.

On September 6, 2006, we effected a one (1) new for four (4) old reverse stock split of our authorized, issued and outstanding stock. As a result, our authorized capital decreased to 50,000,000 shares of common stock with a par value of $0.001 each and 2,500,000 preferred stock with a par value of $0.001 each.

We have recently broadened the focus of our business to include the sale of security products and security services.

We are engaged in the development and sale of security products and security services. We plan on utilizing national distributors, independent sales professionals and local dealers to sell our security products and security services. Currently, customers are able to purchase our Biometric Door Locks by contacting our head office located in Denver, Colorado or by contacting one of our three sales representatives, which are located in various regions throughout the U.S.A. Our Digital Video Recording Technology, OPIE (Outside Portable Investigative Equipment), Home Automation Systems, Video Monitoring, Cellular and Wireless Mesh Networks and Wireless Internet-Linked Satellite Surveillance Systems are currently under development. In today's environment of global instability, security threat levels are increasingly creating a growing need for improved security and real-time surveillance. We plan to bring together our security products and security services to provide our customers with complete integrated solutions to mitigate these potential security threats.

We are still in our infancy as a viable commercial entity, and consequently our focus has been on the identification of market needs, the development of our security products and security services to meet these needs, and the branding of our company. We anticipate that the expected growth in revenues will assist us in attracting additional financing to allow us to add the needed resources in order to further support the growth of our operations.

On June 14, 2007 we announced the first phase (25 units) installation of a proprietary solution for an integrator working with the Department of Homeland Security for an initial trial. The estimated cost for each unit is approximately $5,000 per unit. This initial installation is the first phase of a potential multi-phase contract for additional monitoring units. The solution combines the use of our biometric access control system along with DVR and GPS/Cellular technology.

On May 22, 2007 we entered into a partnership agreement with Wright-Hennepin Cooperative Electric Association, dba WH International Response Center whereby WH International can purchase our equipment and remote video monitoring services for WH International dealers. We also agree to refer traditional alarm monitoring services for new dealers to WH International. The initial term of the partnership agreement shall be for a period of three years, automatically renewable on an annual basis unless terminated by either party.

On May 14, 2007 we announced the first sale and installation of the OPIE (Outside Portable Investigative Equipment) system to New Frontier Energy, Inc., a natural resource company engaged in the business of the exploration, acquisition and development of oil and gas properties. We installed the OPIE unit to monitor New Frontier's natural gas wells in the Slater Dome Field on the Colorado/Wyoming border near Baggs, Wyoming.

On April 19, 2007 we announced that we signed a non-binding Letter of Intent Agreement to enter into negotiations for the acquisition of TechAmerica Inc. TechAmerica is a technology company created to provide a "one stop shop" approach to providing technology solutions to the Quick Serve Restaurant industry. TechAmerica has regional offices in 10 major US cities and dispatch points in multiple metropolitan areas. At present, TechAmerica is servicing major "fast food" franchisees utilizing headset systems, drive thru video and DVR surveillance, entertainment, games, background music, and satellite television. As of August 31, 2007, the non binding Letter of Intent Agreement had not been executed, but negotiations with Tech America remain in process.

On March 2, 2007 we signed a Master Distributor Agreement with Autostar Technology Private Limited, to become the exclusive promoter of and distributor of Autostar’s biometric access control products in the U.S.A. for a period

of one year ending March 2, 2008. The products included in this agreement are advanced fingerprint authentication systems, specifically designed to provide personal identification. Under the terms of the Master Distribution Agreement all patents, trademarks and copyrights, signs and emblems will remain the property of Autostar. In addition, we are required to maintain and preserve the price of the biometric access control products and we may not sell the biometric access control products at prices lower than we purchased them from Autostar. Autostar warrants that the biometric access control products will shall be free from manufacturing defects for a period of 12 months from the date of resale to our customers. A copy of the Master Distributor Agreement is attached as an exhibit in reference with this prospectus.

We plan to target the sale of our security products and security services to three primary customer groups;

According to Security Industry Association the electronic security business is a business that constitutes more than $30 billion per year. This figure climbs to over $100 billion when factoring in ancillary services and products such as guards, barriers and fences, etc. Many projections forecast sustained industry growth of 10 to 15 percent annually through the year 2020. World events are identifying increased use of security products and services across virtually every segment of society.

We believe that the number of prospective customers for the security industry is unlimited. With the internet reaching the entire globe we believe that we will be able to provide our security products and services to anyone in the world. To reach our market penetration strategy we plan to use a combination of inside, outside, and independent sales representatives supported by an aggressive advertising campaign to reach the three different levels of the security industry: distribution, dealer and end user. We plan to also use an aggressive advertising campaign to reach the individual business and home owners to drive business to our dealer network. We also plan on pursuing several acquisition possibilities that will compliment the current product line and business model and strengthen our company.

We plan on utilizing national distributors, independent sales professionals and local dealers to sell our security products and security services. Currently, customers are able to purchase our Biometric Door Locks by contacting our head office located in Denver, Colorado or by contacting one of our three sales representatives, which are located in various regions throughout the U.S.A. Our Digital Video Recording Technology, OPIE (Outside Portable Investigative Equipment), Home Automation Systems, Video Monitoring, Cellular and Wireless Mesh Networks and Wireless Internet-Linked Satellite Surveillance Systems are currently under development.

On February 5, 2007, we introduced our proprietary HS3-100 Series and HS3 -200 Series Biometric Door Lock Products. Unlike conventional door locks, our Biometric Door Locks uses the touch of a registered fingerprint to unlock the door instead of keys or cards, which can be stolen or copied. Users also do not need to remember any passwords or PIN codes. The lock design has a hi-tech appearance combined with uncompromising style to create a personal statement of taste and sophistication.

We are the sole distributor in the USA for Autostar’s biometric access control products. We currently offer the following Autostar Biometric Door Lock Products for sale;

We provide and manufacture DVRs designed to meet the specific requirements of our customers. We manufacture our DVRs to be integrated with our logical and physical security specifications.

OPIE is a real time surveillance solution consisting of a combination of cutting edge video transmission and storage technologies integrated into a completely mobile platform. OPIE integrates remote video monitoring, motion detection sensors, proprietary wireless Mesh networking, satellite and cellular connectivity into a self contained, self sufficient, mobile platform. The units' unique design allows for the addition of solar panels and deep cycle batteries, allowing OPIE to function independently of external AC power restrictions.

We offer Video Monitoring and alarm verification services using our Integrated Security Portal located within our Denver Monitoring Center. We combine both logical and physical security products that provide video verification of alarms for our customers.

We are developing a wireless mesh networking product out of the need for remote location video monitoring. When conducting video monitoring for a remote location such as an oil field or power plant, the challenge facing the satellite Internet connection was that it was very limited in range due to cost restraints of laying cable. The wireless mesh network will be created to enhance the satellite Internet connection by increasing connectivity over a broader physical range. We anticipate that our mesh networking system will be self-aware, self healing, and self propagating, which means that if the user loses one of the access points, the network will actually reroute traffic around that lost access point. We believe that we will be able to use this network to go into a location with satellite uplink and cover a broader range that would be possible if it were tied to cables.

We are also capable of providing customers with complete integrated solutions to high-speed internet and surveillance needs. We plan to supply high-speed satellite internet access to all locations in the continental United States. By replacing the need for copper or fiber-optic telephony equipment in the business or home, customers cost savings can be significant. We hope to bring service for the first time to areas and industries currently not able to access high-speed internet cost effectively.

Our integrated operating system provides real-time access through our satellite network to deliver 24/7 security information that is available via the internet to authorized personnel, with the proper security clearance. Additional biometric technology can be added to ensure user identity interface.

We plan to provide satellite internet broadband access at high-speeds, web hosting services, the ability to observe activities around remote facilities with digital IP cameras, as well as advanced biometrics for time and attendance and access control.

We are nearing completion of a solar powered, standalone video transmission platform. Easily deployed, the unit will transmit video using our DVR via satellite or a cellular network to observers at remote locations. Potentially the units would be used for visually monitoring border security, utilities such as water storage areas, power transmission towers, oil and gas pipe lines, construction sites, disaster and first response sites. Our combination of applications and systems make these units truly unique as they work in remote or inaccessible locations where there is no access to electric networks.

We plan to work with several equipment leasing companies who will assist us to provide customers with a complete leasing program for our security products. By combining equipment leasing with our security services in one package deal, we believe it will make it simple for our dealers to complete the sale by presenting customers with complete security solutions for one monthly comprehensive fee. The leasing business represents an opportunity for us to capture significantly more business by removing dealer and end-user objections. For the end-user, equipment leasing mitigates the high initial investment in hardware by the end-user that may be cost prohibitive. For this reason, the leasing program is especially geared towards attracting small business owners who are unable to spend up to $100,000 in security hardware, but who are very willing to pay a monthly fee for security product leasing and monitoring services.

Manufacturing of our security products has been contracted to third party manufacturers. We plan to rely on these manufacturers to produce high quality security products for sale to our customers.

The installation of our security products has been contracted out to third parties. We will rely on these installers to install our security products.

We will face competition from companies providing a variety of security products and services. Many of our competitors and potential competitors have established customer bases, widespread brand recognition and existing partnerships with other industry participants, as well as substantially greater financial, technical and marketing resources than we do. We expect significant competitive factors to include: price, service reliability, ease of access and use, transmission speeds, breadth of service offerings, customer support, brand recognition, operating experience, and the ability to bundle complementary services. We expect to encounter a number of challenges in competing with companies already providing some of the same products and services. Our plans are to stay ahead of the competition by establishing exclusive relationships for OEM designed and produced products unique to the industry. Many of these companies have an entrenched position in the marketplace and lower upfront installation charges than ours. Increased competition may come in the form of new market entrants, greater cooperation among our competitors, whether in the form of alliances or vertical or horizontal integration, or changes in the capabilities of other companies arising from technological innovations that we cannot foresee.

The majority of this industry is in an unregulated format. With part of our product line related to satellite usage the satellite industry is highly regulated both in the United States and internationally. We are subject to the regulatory authority of the U.S. government, primarily through the FCC. The FCC is the government agency with primary authority in the United States to regulate and license commercial satellite systems, including those which we will be dependent upon. FCC rules require that satellite systems avoid interfering with other authorized users of radio

spectrum, and that they comply with FCC rules governing U.S.-licensed satellite systems in general and Ka-band geostationary satellite systems in particular. The U.S. Congress has enacted the Communications Assistance for Law Enforcement Act of 1994, or CALEA, which requires that any equipment, facilities, and services deployed by telecommunications carriers meet certain electronic surveillance requirements identified in the statute. The statute specifically exempts providers of information services, such as internet service providers. We believe that the services we intend to offer will not be covered by CALEA. However, the convergence of technology continues to blur the line between exempt information services and covered telecommunications services. If we were held to be subject to the requirements of CALEA, we may have to deploy additional equipment in order to comply with the statutory obligations, and we could be subject to monetary civil penalties for failure to comply with the statute or implementing regulations.

Our research and development efforts are focused on enhancing our products including: (i) periodic re-design of products and incorporation of new technologies to improve performance and manufacturability; (ii) design of new product lines for standard products and additional specialized applications; and (iii) expansion and the adaptation of existing products to accommodate the requirements of customer needs. Research and development efforts are conducted in-house, by contracted consultants and with unique exclusive relationships developed with some of our suppliers.

We anticipate expending approximately $400,000 during the twelve-month period ending June 30, 2008 on research and development activities.

We own and operates the duly registered internet domain name: www.HS3Tech.com. The information contained in our website is not part of this current report.

To reach our market penetration strategy we plan to use a combination of inside, outside, and independent sales representatives supported by an aggressive advertising campaign to reach the three different levels of our target market; Residential, Commercial and Government.

As of October 10, 2007, we have 5 full-time employees and no part-time employees. Of those employees, none are covered by collective bargaining agreements. We have 15 subcontractors that we periodically engage as required.

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understating of our financials.

economics, mechanical problems, general business conditions and other factors. Our significant estimates are related to the valuation of warrants and options.

We are engaged in the development and sale of security products and security services. We plan on utilizing national distributors, independent sales professionals and local dealers to sell our security products and security services, which may include; Biometric Door Locks, Digital Video Recording Technology, OPIE (Outside Portable Investigative Equipment), Home Automation Systems, Video Monitoring, Cellular and Wireless Mesh Networks and Wireless Internet-Linked Satellite Surveillance Systems.

We have generated minimal revenues since our inception. Our operating expenses consist mostly of sales and marketing and general and administrative expenses. The amount incurred by our company for the year ended June 30, 2007 was $3,010,249, of which $1,866,083 were non cash costs. We anticipate that we will require up to $2,500,000 for the 12 months ending June 30, 2008 to develop our biometric security technology products and monitoring services and provide for the expansion and adaptation of existing products to accommodate the requirements of customer needs. We may be required to hire additional sales and marketing, management, and technical personnel.

We do anticipate the purchase or sale of any plant or significant equipment during the next twelve-month period. This could include equipment for increased bandwidth requirements, and equipment for monitoring services.

We do anticipate significant changes in the number of employees during the next twelve-month period.

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Our principal capital resources have been through the subscription and issuance of common stock, although we have also used stockholder loans and advances from related parties.

Our principal capital resources have been through the issuance of common stock, although we may use shareholder loans, advances from related parties, or borrowing in the future.

At June 30, 2007, we had a working capital deficit of $68,999 compared to working capital deficit of $530,940 at June 30, 2006.

At June 30, 2007, our total current assets were $214,785 compared to total current assets of $144,905 as at June 30, 2006.

At June 30, 2007, our total current liabilities were $283,784 compared to total current liabilities of $675,845 as at June 30, 2006.

For the year ended June 30, 2007, we posted a net loss of $2,924,327 compared to a net loss of $444,770 for the ended June 30, 2006. The principal components of the loss for the year ended June 30, 2007 were sales and marketing and general and administrative expenses.

For the year ended June 30, 2007, we incurred operating expenses of $3,010,407 compared to $462,826 for the year ended June 30, 2006.

We will require additional funds to implement our growth strategy in research and development, and sales and marketing primarily. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

We currently anticipate that revenues will commence and increase in the long-term as we increase our sales and marketing activities and introduce new products relating to internet services and wireless technology. We expect to keep our operating costs to a minimum until cash is available through operating or financing activities. We anticipate that we will start generating modest revenues from internet services and wireless technology within the next three months, however, we are not in a position to predict whether we will be able to generate sufficient sales revenues to meet operating expenses.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

We anticipate spending approximately $600,000 during the next 12 month period ending June 30, 2008 on sales and marketing. To reach our market penetration strategy we plan to use a combination of inside, outside, and independent sales representatives supported by an aggressive advertising campaign to reach the three different levels of our target market; residential, commercial and government.

We anticipate spending approximately $400,000 during the twelve-month period ending June 30, 2008 on research and development activities. The majority of these expenditures will be focused on the development of our security products and security services.

We have historically incurred losses and have incurred losses of $3,369,097 for the two years ending June 30, 2007. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a break even or profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (ii) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant estimates are related to the valuation of warrants and options.

Our principal executive offices are located at 1800 Boulder Street – Suite 600, Denver, Colorado, USA 80211. The 3,000 square foot space is leased for $4,000 per month from a company owned by Robert Morrison, an officer,

director and major stockholder of the company, for a 3-year term that commenced on October 1, 2005. We believe that our principal office will be adequate for our needs for the next 3 years.

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

We lease office space from a company owned by Robert Morrison, an officer, director and major shareholder. Rent expense under this lease was $48,000 and $35,500 for the years ended June 30, 2007 and 2006, respectively. In connection with its rental of office/operations space, the Company has entered into a 5-year lease with a company controlled by an officer and stockholder. We incurred $83,500 in rental expenses from December 24, 2004 (inception) to June 30, 2007. Future minimum rentals under the lease are as follows:

Our stock was originally approved for trading on the OTC Bulletin Board under the symbol “ZNNO”. On November 25, 2005 our symbol was changed to “HSTT” in connection with a change of name. On September 6, 2006 our symbol was changed to “HSTH” in connection with a forward stock split.

Our common stock is currently quoted on the OTC Bulletin Board under the Symbol “HSTH”.

The following table reflects the high and low bid information for our common stock obtained from Stockwatch and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

National Association of Securities Dealers OTC Bulletin Board
Quarter Ended⁽¹⁾	High	Low
September 30, 2007	$0.19	$0.055
June 30, 2007	$0.35	$0.077
March 31, 2007	$0.45	$0.13
December 31, 2006	$0.95	$0.24
September 30, 2006	$0.39	$0.05
June 30, 2006	$1.28	$0.32
March 31, 2006	$2.64	$1.04
December 31, 2005	$4.52	$2.08

On October 10, 2007, the closing price for the common stock as reported by the quotation service operated by the OTC Bulletin Board was $0.09.

As of October 10, 2007, there were 78 holders of record of our common stock. As of such date, there were 32,225,802 common shares were issued and outstanding.

Our common shares are issued in registered form. Empire Stock Transfer Inc., 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128-8351 Telephone: (775) 562-4091; Facsimile: (775) 974-1444 is the registrar and transfer agent for our common shares.

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

We have no long-term incentive plans, other than the Stock Option Plan described below.

On November 9, 2005, our board of directors adopted our 2005 Stock Option Plan for our directors and employees, reserving a total of 2,500,000 shares of its common stock for issuance pursuant to grants to be made under the stock option plan. As of December 31, 2006, 2,500,000 options were granted under this plan.

The purpose of the 2005 Stock Option Plan is to retain the services of valued key employees and consultants of our company and such other persons as shall be select in accordance with the 2005 Stock Option Plan, and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives of the shareholders of our company, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants.

The exercise price of shares subject to any option must be at least 100% of the fair market value of the shares on the date of grant. The maximum term of any stock option is 5 years from the date the option is granted. The 2005 Stock Option Plan shall terminate on November 9, 2015.

We have not declared or paid any cash dividends since inception and we do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common shares other than as described below, we intend to retain future earnings for use in our operations and the expansion of our business.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Mark Lana⁽¹⁾ Chief Executive Officer, Treasurer and Secretary	2007 2006 2005	$125,000 $85,000 Nil	Nil Nil Nil	Nil Nil Nil	$43,260 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$168,260 Nil Nil
Robert A. Morrison⁽²⁾ President	2007 2006 2005	$115,000 N/A N/A	$Nil N/A N/A	Nil N/A N/A	$151,411 N/A N/A	Nil N/A N/A	Nil N/A N/A	Nil N/A N/A	$266,411 N/A N/A
Lougene Baird⁽³⁾ former Chief Operating Officer and Secretary	2007 2006 2005	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil
Bonnie McNamara⁽⁴⁾ former Chief Financial Officer	2007 2006 2005	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil	N/A Nil Nil
Frank McGill⁽⁵⁾ former President and Chief Executive Officer	2007 2006 2005	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil
Linda Smith⁽⁶⁾ former Chief Financial Officer and Treasurer	2007 2006 2005	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil	N/A N/A Nil

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of June 30 2007.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards : Number of Unearned Shares, Units or Other Rights that Have Not Vested	Equity Incentive Plan Awards : Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
Mark Lana	200,000	200,000	Nil	$0.1667	March 20, 2012	Nil	Nil	Nil	Nil
Robert Morrison	700,000	700,000	Nil	$0.1667	March 20, 2012	Nil	Nil	Nil	Nil

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to June 30, 2007.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with any of our directors or executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following consolidated financial statements are filed as part of this registration statement:

We have audited the accompanying balance sheet of HS3 Technologies, Inc. as of June 30, 2007 and the related statements of operations, changes in shareholders’ equity and cash flows for the year ended June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HS3 Technologies, Inc. as of June 30, 2007, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from inception that raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheet of HS3 Technologies, Inc. as of June 30, 2006 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year ended June 30, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HS3 Technologies, Inc. as of June 30, 2006, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s lack of revenues and operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On November 9, 2005, we acquired ip-Colo, Inc., in a reorganization, a development stage corporation organized in Colorado on December 24, 2004 (herein referred to as “ip-Colo”). On the date of the reorganization, we were a non-operating entity without any assets or liabilities.

Immediately prior to the reorganization, we had a total of 77,623,000 shares of issued and outstanding common stock. The reorganization was entered into pursuant to an Asset Purchase Agreement whereby the we issued 1,612,520 shares of common stock to the shareholders of ip-Colo for all of the previously issued and outstanding common stock of ip-Colo. Concurrently, we cancelled 9,269,520 shares of common stock outstanding upon agreement with shareholders.

As a consequence of the reorganization, the former ip-Colo shareholders owned approximately 57.6% of the resultant 69,966,000 outstanding shares of the Company common stock. The reorganization was recorded as a recapitalization effected by a reverse acquisition wherein we are treated as the acquiree for accounting purposes, even though we were the legal acquirer. Accordingly, the results of operations included in the financial statements consist solely of the accounting acquirer, ip-Colo since its December 24, 2004 inception and the Company from the date of reorganization.

On September 6, 2006, we effected a one (1) new for four (4) old reverse stock split of its authorized, issued and outstanding stock. As a result, its authorized capital decreased to 50,000,000 shares of common stock with a par value of $0.001 each and 2,500,000 preferred stock with a par value of $0.001 each.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, ip-Colo. All inter-company balances and transactions have been eliminated.

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. Actual results could differ from those estimates and assumptions.

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

Furniture, fixtures and equipment are recorded at historical cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives (3-5 years) . Expenditures for maintenance and repairs are charged to expense.

Inventory consists of finished goods purchased from third-party manufacturers and is valued at the lower of average cost or market. Average cost is determined using the first-in, first-out method of accounting.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.

Basic and diluted earnings (loss) per share are computed using the weighted average number of shares outstanding during the period. Diluted earnings per share gives effect to all potential diluted common shares outstanding during the period. In periods of net loss, there are no diluted earnings per share since the result would be anti-dilutive.

The fair value of financial instruments is determined at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be ascertained with precision. Changes in assumptions can significantly affect estimated fair values.

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments.

The Company has adopted SFAS No. 109, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements and tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Common stock, warrants and options issued for services are accounted for based on the fair market value at the date the services are performed. If the awards are based on a vesting period the fair market value of the awards is determined as vesting is earned. If the services are to be performed over a period of time the value is amortized over the life of the period that services are performed.

We sell products to customers in diversified industries and geographical regions. In 2007 one customer represented 65% of our revenue. We continually evaluate the creditworthiness of our customers. We evaluate the collectibility of accounts receivable on a combination of factors. Our policies require us to record specific reserve if we become aware of anything that would cause us to question a specific customer’s inability to meet their financial obligations to us. We will record a specific reserve for bad debts to reduce a related receivable when we believe an amount is not collectible. We do not have any reserves for bad debt at June 30, 2007.

We record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

In September 2006, the Securities and Exchange Commission staff (“SEC”) issued SAB 108. SAB 108 was issued to provide consistency to how companies quantify financial statement misstatements. SAB 108 establishes an approach that requires companies to quantify misstatements in financial statements based on effects of the misstatements on both the consolidated balance sheet and statement of operations and the related financial statement disclosures. Additionally, companies must evaluate the cumulative effect of errors existing in prior years that previously had been considered immaterial. We adopted SAB 108 in connection with the preparation of our annual financial statements for the year ended June 30, 2007 and found no adjustments necessary.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No.157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather, its application will be made pursuant to other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The provisions of SFAS No. 157 are to be applied prospectively upon adoption, except for limited specified exceptions. We are evaluating the requirements of SFAS No. 157 and do not expect the adoption to have a material impact on our consolidated balance sheet or statement of operations.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 and will be adopted by us on July 1, 2007. We do not expect the adoption of FIN 48 to have a material impact on our consolidated balance sheet or statement of operations.

Certain reclassifications have been made to prior periods to conform to current presentation.

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. Our ability to continue as a going concern is dependent upon attaining profitable operations based on the development of products that can be sold. We intend to use borrowings and security sales to mitigate the affects of our cash position, however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence.

Our company has been provided with certain loans from related parties, as set forth below. We had agreed to pay 15% interest per year or issue shares at $0.12 for conversion of the loans, at the discretion of the provider of the loan. If we conduct an offering at a lower priced conversion, the below notes may be converted at the lower conversion rate. All principle and interest are due on demand.

On October 10, 2005, we received total gross proceeds of $500,000 and issued a convertible debenture, convertible into 125,000 shares of common stock at the option of the Company once the value of the Company’s common stock exceeds $4.00 per share. Interest was to accrue and be paid in full at 5% per annum if the acquisition of ip-Colo, Inc. did not occur within 120 days of the closing of the debenture. The acquisition of ip-Colo, Inc. did occur on November 9, 2005 or within 29 days of the closing of the debenture. Thus, no interest was due or payable. Further, the fair value of the Company’s stock did exceed $4.00 per share as quoted on the Over-the-Counter Bulletin Board in November 2005. On October 13, 2006, we converted the outstanding debenture using a conversion price of $4.00 per share into 125,000 shares of common stock.

On May 9, 2006, we entered into an unsecured short-term promissory note for $100,000. The note bears interest at 8% annually and was due in full on May 9, 2007. On August 8, 2006, we entered into an unsecured short-term promissory note for $15,000. The note bears interest at 8% annually and is due in full on August 8, 2007. On April 4, 2007 both notes along with accrued interest of $8,182 were converted into 1,231,811 shares of our common stock.

On August 23, 2006 and September 19, 2006, we entered into two stock subscriptions aggregating $50,000 and $24,000, respectively. Under these subscriptions, on December 12, 2006, we issued 925,000 shares of common stock at a purchase price of $0.08 per share. In addition, between September 24, 2006 and November 1, 2006, we completed a series of equity stock subscription placements aggregating $400,000. Under the subscriptions, on December 12, 2006, we issued 5,000,000 shares of common stock at a purchase price of $0.08 per share.

On February 1, 2007 we completed a private placement aggregating $250,000. Under the subscription, on April 4, 2007, we issued 2,500,000 shares of common stock at a purchase price of $.10 per share.

On March 22, 2007, we completed a series of private placements aggregating $195,000. Under the subscriptions, we issued 2,437,500 shares of common stock at a purchase price of $0.08 per share to six employees.

On October 1, 2006, we issued 800,000 shares of common stock, valued at $248,000, using the price of our shares at the date of our agreement, to Ice Cold Stocks to provide advisory and consulting services to the Company in conjunction with the Company’s development of its marketing plan and business plan and goals. The services were for one year. We have $62,000 remaining as unamortized cost of stock and warrants issued for services and have expensed as professional fees $186,000 for the year ended June 30, 2007.

On December 4, 2006, we entered into an agreement with Redwood Consultants LLC, a business communications consulting firm for market communications, investor relations and strategic planning services. We issued 870,000 shares of common stock to the consulting firm, valued at $348,000, using the price of our shares at the date of our agreement and 1,000,000 warrants (see warrants and options). The agreement was for a one year period and we have $103,920 remaining as unamortized cost of stock and warrants issued for services and have expensed as professional fees $243,210 for the year ended June 30, 2007.

On January 22, 2007 the Company issued 90,000 shares of common stock, valued at $28,800, using the price of our shares at the date of our agreement, to Wall Street Resources, Inc. to provide written analytical coverage and consultation in matters concerning corporate finance and investor communications. We have expensed as professional fees $28,800 for the year ended June 30, 2007.

The Board of Directors has approved a Stock Option Plan (“the” Plan”) authorizing the issuance of a total of 2,500,000 shares pursuant to which directors, officers, employees of the Company are eligible to receive grants of

options for the Company’s common stock. Each stock option entities its holder to purchase one common share of the Company.

On March 20, 2007 and April 11, 2007, we granted options to purchase an aggregate of 2,500,000 shares of our common stock to nine (9) employees and consultants at an exercise price of $0.1667 and $.15 per share, (the price of our stock on the grant date) exercisable until March 20, 2012 and April 11, 2007. The value of the options was $540,755 and we recorded this as Stock Option Expense. The options were valued using the Black-Scholes pricing model with a common stock price of $0.1667 and $0.15, five-year term, volatility of 206.64% and a yield of 3%.

We issued 6,250,000 warrants to Malibu Holdings, LLC in connection with financial advisory services they provided us. The value of the warrants was $670,689 based on the Black-Scholes pricing model using the assumptions of stock price on the date of the agreement $.16, Exercise Price$.12, Term is 2 years, Yield is 3% and volatility of 120.13% . We expensed as professional fees $670,689 for the year ended June 30, 2007.

The Company leases office space from a company owned by a major stockholder. Rent expense under this lease was $48,000 and $35,500 for the years ended June 30, 2007 and 2006, respectively.

As described in Note 3 in the accompanying footnotes, our company has been provided with certain loans from related parties, as set forth below. We had agreed to pay 15% interest per year or issue shares at $0.12 for conversion of the loans, at the discretion of the provider of the loan. If we conduct an offering at a lower priced conversion, the below notes may be converted at the lower conversion rate. All principle and interest are due on demand

Deferred income taxes are determined based on the tax effect of items subject to different treatment between book and tax bases. There is approximately $1,602,000 of net operating loss carry-forwards which expire in 2021-2022. The net deferred tax is as follows:

A reconciliation of the provision for income taxes to the statutory federal rate for continuing operations is as follows:

We obtained loans from a related party, as set forth below. We had agreed to pay 15% interest per year or issue shares at $0.12 for conversion of the loans, at the discretion of the provider of the loan. If we conduct an offering at a lower priced conversion, the below notes may be converted at the lower conversion rate. All principle and interest are due on demand.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On July 27, 2007, we decided to engage new auditors as our independent accountants to audit our financial statements. Our Board of Directors approved the change of accountants to Weaver & Martin, LLC, an independent registered firm of Certified Public Accountants. Accordingly, we dismissed Gordon Hughes & Banks, LLP on July 27, 2007.

During our two most recent fiscal years, and any subsequent interim periods preceding the change in accountants, there were no disagreements with Gordon Hughes & Banks, LLP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure. The report on the financial statements prepared by Gordon Hughes & Banks, LLP, for either of the last two years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principals, except that Gordon Hughes & Banks, LLP expressed in their report substantial doubt about our ability to continue as a going concern.

We provided Gordon Hughes & Banks, LLP with a copy of the Current Report on Form 8-K prior to its filing with the SEC, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with the statements made in the Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided from Gordon Hughes & Banks, LLP is incorporated by reference in this registration statement from our Form 8-K filed on July 27, 2007.

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC’s public reference room at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of HS3 Technologies Inc., the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC’s public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC’s website at http://www.sec.gov.

No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by HS3 Technologies Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.

	PAGE NUMBER
PROSPECTUS SUMMARY	3
RISK FACTORS	4
USE OF PROCEEDS	10
THE OFFERING	10
SELLING SHAREHOLDERS	10
PLAN OF DISTRIBUTION	12
LEGAL PROCEEDINGS	14
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
DESCRIPTION OF SECURITIES	18
INTEREST OF NAMED EXPERTS AND COUNSEL	18
EXPERTS	18
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	18
DESCRIPTION OF BUSINESS	19
MANAGEMENT'S DISCUSSION AND ANALYSIS	24
APPLICATION OF CRITICAL ACCOUNTING POLICIES	27
DESCRIPTION OF PROPERTY	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	27
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	28
DIVIDEND POLICY	29
EXECUTIVE COMPENSATION	29
FINANCIAL STATEMENTS	32
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	45
WHERE YOU CAN FIND MORE INFORMATION	45

	Year ended June 30, 2007 (audited)	Year ended June 30, 2006 (audited)
Revenue	$203,106	$42,409
Net Income (Loss) for the Period	($2,924,327)	($444,770)
Loss Per Share - basic and diluted	0.01	0.04

	As at June 30, 2007	As at June 30, 2006
Working Capital (Deficiency)	($68,999)	($530,940)
Total Assets	$317,110	$225,234
Total Number of Issued Shares of Common Stock	31,470,802	17,491,491
Total Shareholders’ Equity (deficit)	$33,326	($450,611)

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
Lougene Baird PO Box 5035 Kailua, HI 96745	2,192,949	6.80%
Directors and Executive Officers as a group	6,654,226 common shares	20.64%

(1)	Based on 31,470,802 shares of common stock issued and outstanding as of October 10, 2007. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for the purposes of computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

(2)	Include 200,000 stock options currently exercisable or exercisable within 60 days

(3)	Include 700,000 stock options currently exercisable or exercisable within 60 days.

HS3 Technologies Inc. – ‘424B4’ on 10/31/07

On: Wednesday, 10/31/07, at 6:36pm ET · As of: 11/1/07 · Accession #: 1062993-7-4291 · File #: 333-146828

Prospectus — Rule 424(b)(4)
Filing Table of Contents

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Estimated Funding Required During the Twelve Month Period Ending June 30, 2008
Operating expenses
Sales and Marketing	$	600,000
Research and Development		400,000
Consulting and Professional Fees and Wages		200,000
Product Development		200,000
Public Relations		100,000
Travel and Promotion		200,000
General and Administrative		600,000
Total Operating Expenses		2,300,000
Working Capital		200,000
Total	$	2,500,000

Year Ending June 30,		Minimum rentals
2008	$	48,000
2009		48,000
2010		48,000
	$	144,000

	(1)	Mr. Lana was appointed President and Chief Executive Officer on November 9, 2005 and resigned as President on June 18, 2007.

	(2)	Mr. Morrison was appointed President on June 18, 2007

	(3)	Ms. Baird was appointed Chief Operating Officer and Secretary on November 9, 2005 and resigned as an officer on March 8, 2006.

	(4)	Ms. McNamara was appointed Chief Financial Officer on March 14, 2006 and resigned on June 13, 2006.

	(5)	Mr. McGill resigned as President and Chief Executive Officer on November 9, 2005.

	(6)	Ms. Smith resigned as Chief Financial Officer and Treasurer on November 9, 2005

	Report of Independent Registered Public Accounting Firm
	Balance Sheet
	Statements of Operations
	Statements of Changes in Stockholders' Equity (Deficit)
	Statements of Cash Flows
	Notes to the Consolidated Financial Statements

Consolidated Balance Sheet		June 30, 2007			June 30,2006

ASSETS
Current Assets
Cash and cash equivalents	$	984		$	13,616
Accounts receivable		92,902			9,946
Inventory		98,014			112,993
Deposit on inventory		22,885			8,350
Total current assets		214,785			144,905

Furniture, fixtures and equipment, net of accumulated depreciation of
$26,014 and $7,688 respectively		102,325			80,329
Total Assets	$	317,110		$	225,234



LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	147,784		$	75,845
Convertible debenture					500,000
Convertible notes payable		136,000			100,000

Total current liabilities		283,784			675,845

STOCKHOLDER'S EQUITY (Deficit)
Preferred stock, $0.0001 par value, 2,500,000 shares authorized
None issued or outstanding
Common stock, $0.0001 par value, 50,000,000 authorized,
32,225,802 and 17,491,491 shares issued and outstanding, respectively		31,471			17,492
Additional paid in capital		3,658,713			(17,492	)
Unamortized cost of stock and warrants issued for services		(281,920	)
Retained earnings (deficit)		(3,374,938	)		(450,611	)
Total Stockholders' Equity (Deficit)		33,326			(450,611	)

	$	317,110		$	225,234
Total Liabilities and Stockholders' Equity (Deficit)

		For the Year			For the Year
		ended			ended
Consolidated Statement of Operations		June 30, 2007			June 30, 2006

Net Sales	$	203,106		$	42,409

Cost of Goods Sold		105,406			23,099

Gross Profit		97,700			19,310

Operating Expenses:
Payroll Expense		487,216			-
Stock Option Expense		540,755			-
Professional Fees Expense		1,469,801			-
Sales & Marketing		12,898			53,415
General and Administrative		480,198			401,723
Depreciation		19,539			7,688
Total Operating Expenses		3,010,407			462,826

Income (Loss) From Operations		(2,912,707	)		(443,516	)

Other Income (Expense)
Interest Income		3,380			1,203
Interest and Other Expense		(15,000	)		(2,457	)
Total Other Income (Expense)		(11,620	)		(1,254	)

Net loss	$	(2,924,327	)	$	(444,770	)

Net loss per share-basic and diluted	$	(0.01	)	$	(0.04	)

Weighted Average Number of Common Shares Outstanding		21,783,375			11,869,333

Condensed Consolidated Statement of Stockholders' Equity
(Deficit)
									Unamortized						Total
						Additional			Cost			Retained			Stockholders'
		Common Stock				Paid-in			Stock/Warrants			Earnings			Equity
									Issued for
		Shares		Amount		Capital			Service			(Deficit)			(deficit)
Balances as of June 30, 2005		625,000		625		1,375						(5,841	)		(3,841	)

Effect of recapitalization		16,866,491		16,867		(18,867	)					-			(2,000	)
Net (loss) for the year ended June 30, 2006		-		-		-			-			(444,770	)		(444,770	)

Balances as of June 30, 2006		17,491,491		17,492		(17,492	)		-			(450,611	)		(450,611	)

Issuance of shares in conversion of debenture		125,000		125		499,875			-			-			500,000

Issuance of shares in conversion of notes		1,231,811		1,232		121,949			-			-			123,181
															-
Shares issued for cash		10,862,500		10,862		908,138			-			-			919,000
															-
Shares issued for services		1,760,000		1,760		623,040			(165,920	)		-			458,880
															-
Warrants issued for services		-		-		982,448			(116,000	)		-			866,448
															-
Options issued to employees		-		-		540,755			-			-			540,755

Net (loss) for the period ended June 30, 2007		-		-		-			-			(2,924,327	)		(2,924,327	)


Balances as of June 30, 2007	$	31,470,802	$	31,471	$	3,658,713		$	(281,920	)	$	(3,374,938	)	$	33,326

From		Amount of Loan

Robert A Morrison	$	5,000.00
Robert A Morrison	$	100,000.00
Robert A Morrison	$	31,000.00

			Average			Average
	Options		Price	Warrants		Price
Outstanding 07/01/05	-		-	-		-
Granted	-		-	-		-
Cancelled	-		-	-		-
Exercised	-		-	-		-
Outstanding 06/30/06	-		-	-		-

Outstanding 07/01/06	-		-	-		-
Granted	2,500,000	$	0.16	7,250,000	$	0.17
Cancelled	-		-	-		-
Exercised	-		-	-		-
Outstanding 06/30/07	2,500,000	$	0.16	7,250,000	$	0.17

		June 30, 2007			June 30, 2006
Non-current deferred tax asset (liabilities):
Net operating loss carry-forward	$	545,000		$	153,000
Valuation allowance		(545,000	)		(153,000	)
Total deferred tax net	$	-		$	-

This ‘424B4’ Filing	Date	Other Filings

	11/9/15
	3/20/12
	6/30/08	10-K/A, 10KSB, NT 10-K
	3/2/08
	11/15/07
Filed as of:	11/1/07
Filed on:	10/31/07
	10/10/07	10KSB
	10/9/07
	9/30/07	10QSB
	9/10/07
	8/31/07	8-K
	8/15/07	3, 4
	8/14/07	8-K
	8/8/07
	7/31/07
	7/27/07	8-K, DEF 14A
	7/1/07
	6/30/07	10KSB, NT 10-K
	6/18/07	3, 8-K
	6/14/07
	5/22/07	8-K
	5/14/07
	5/9/07
	4/19/07	8-K, SC 13D
	4/11/07
	4/4/07	8-K
	3/31/07	10QSB
	3/22/07	8-K
	3/20/07
	3/2/07
	2/5/07
	2/1/07
	1/22/07
	1/5/07
	12/31/06	10QSB, 10QSB/A
	12/15/06
	12/12/06
	12/4/06

	March 31, 2007		March 31, 2006
Statuary tax rate	34.0%		34.0%
Change in valuation allowance	(34.0%	)	(34.0%	)
Effective tax rate	0.0%	)	0.0%	)