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) November 24, 2009
HS3 TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation)
001-32289
(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 3.02 Unregistered Sales of Equity Securities
Effective November 24, 2009, we issued an aggregate of 21,370,834 shares of common stock of our company to pay off $1,068,542 of convertible debt. The shares were issued to directors and officers of our company in payment of various debt conversion agreements between our company and the directors and officers.
Item 9.01 Financial Statements and Exhibits
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
December 10, 2009