HS3 TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, with a par value of $0.001

(Title of Class of Securities)

40430N 10 5

(CUSIP Number)

LOUGENE BAIRD
2210 Pinewood Road, Sedalia, Colorado, USA, 80135

copy to:

William L. Macdonald
Clark Wilson LLP
Barristers & Solicitors
Patent & Trade-Mark Agents
800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1
Tel: 604.687.5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 2005

(Date of Event which Requires Filing of this Statement)

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CUSIP No.

40430N 10 5

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LOUGENE BAIRD

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [ ]
(b)   x

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

SC (Subject Company whose securities are being acquired)

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

9,508,453 shares of common stock

8

SHARED VOTING POWER

N/A

9

SOLE DISPOSITIVE POWER

9,508,453 shares of common stock

10

SHARED DISPOSITIVE POWER

N/A

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,508,453 shares of common stock beneficially owned

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.6%, based on 69,966,000 shares of common stock outstanding

14

TYPE OF REPORTING PERSON (See Instructions)

Lougene Baird – IN (Individual)

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(a)

Name: Lougene Baird.

(b)

Business Address: 1800 Boulder Street, Suite 600, Denver, Colorado, 80211.

(c)

Present Principal Occupation: Chief Operating Officer, Secretary and Director of HS3 Technologies, Inc.

(d)

Disclosure of Criminal Proceedings: Ms. Baird has not been convicted in any criminal proceeding at any time.

(e)

Disclosure of Civil Proceedings: Ms. Baird has not been subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Citizenship: Ms. Baird is a United States of America citizen.

(a)

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

any material change in the present capitalization or dividend policy of the Issuer;

(f)

any other material change in the Issuer’s business or corporate structure;

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(g)

changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and

(j)

any action similar to any of those enumerated above.

(a)

Ms. Baird beneficially owns a total of 9,508,453 shares of common stock of the Issuer which comprises 13.6% of the Issuer’s total issued and outstanding shares.

(b)

Ms. Baird has sole voting and dispositive power as to the 9,508,453 shares she owns directly.

(c)

None.

(d)

Not applicable.

(e)

Not applicable.