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: August 31, 2005 Zeno, Inc. -------------------------------- (Exact name of registrant as specified in its charter) Nevada 333-117854 Applied For ------------------ ---------------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 220 Decourcy Drive, Gabriola Island, B.C. Canada V0R 1X1 ------------------------------------------------------ --------- (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code: (604) 837-2739 -------------- 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 CFR240.14d-2(b)) [_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement By an agreement dated August 31, 2005, we agreed to acquire the principal assets of IP-Colo, Inc., a private Colorado-based company that provides carrier co-location, Internet protocol/virtual private network/wide area network services, voice over IP, managed hosting services, network services and Internet connectivity. We have agreed to issue 1,612,500 shares of our post-split restricted common stock in consideration of the acquisition. The agreement provides that prior to closing, we will split our common stock such that each currently issued share of common stock will be exchanged for 13 post-split shares. As well, we have agreed to change our name to HS3 Technologies, Inc. and create authorized capital of 10,000,000 shares of preferred stock in order to give us flexibility in future financings. We will also appoint two of IP-Colo, Inc.'s principals as directors of the Company at closing. Item 1.02 Termination of a Material Definitive Agreement None Item 1.03 Bankruptcy or Receivership None Section 2 - Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets None Item 2.02 Results of Operations and Financial Condition None Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant None Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement None Item 2.05 Costs Associated with Exit or Disposal Activities None 2 Item 2.06 Material Impairments None Section 3 - Securities Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing None Item 3.02 Unregistered Sales of Equity Securities None Item 3.03 Material Modification to Rights of Security Holders None Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Account None Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review None. Section 5 - Corporate Governance and Management Item 5.01 Changes in Control of Registrant None Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers None Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year None Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans None Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi- sion of the Code of Ethics. None 3 Section 6 - [Reserved] Section 7 - Regulation FD Item 7.01 Regulation FD Disclosure None Section 8 - Other Events Item 8.01 Other Events None Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits A. Financial Statements - None B. Exhibits - 10.1 Asset Purchase Agreement 4 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 thereunto duly authorized. Date: September 15, 2005 Zeno, Inc. By: /s/ Frank McGill ---------------------------------------- Frank McGill, President 5