UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 2008
HS3 TECHNOLOGIES
INC.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of
incorporation)
333-117874
(Commission File Number)
20-3598613
(IRS Employer Identification
No.)
1800 Boulder Street Suite 600, Denver, Colorado, USA
80211
(Address of principal executive offices and Zip Code)
(303) 455-2550
Registrant's telephone number,
including area code
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
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Item 1.01 | Entry in Material Definitive Agreement |
On April 25, 2008, our company received a loan in the amount of $30,000 from Robert Morrison, a director and officer of our company. The loan is unsecured and has no fixed repayment terms. We have agreed to pay 15% interest per annum or issue shares at $0.12 for conversion of the loan, at the election of Mr. Morrison.
Item 3.02 | Unregistered Sales of Equity Securities |
On June 6, 2008, we issued 2,500,000 shares of our common stock in a private placement, at a purchase price of $0.10 per share for gross proceeds of $250,000 to one subscriber. The shares were one to U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation D of the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HS3 TECHNOLOGIES INC. |
/s/ Mark Lana |
Mark Lana |
Chief Executive Officer and Director |
June 16, 2008 |