UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2005
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period to
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Commission File Number 001-32289
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HS3 TECHNOLOGIES, INC.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 20-3598613
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1800 Boulder Street, Suite 600
Denver, Colorado 80211
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 303-455-2550
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Zeno Inc., 220 Decourcy Drive, Gabriola Island,
British Columbia V0R 1X1
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [ ]Yes [X]No
State the number of shares outstanding of each of the issuer's classes of common
stock, after the acquisition there are: 68,353,480 shares of $0.001 par value
common stock outstanding as of November 21, 2005.
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
September 30, 2005 and 2004
(Stated in US Dollars)
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
(Stated in US Dollars)
September 30, March 31,
ASSETS 2005 2005
------ ---- ----
(Unaudited) (Audited)
Current
Cash $ - $ -
================= =================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 38,313 $ 14,851
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STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital stock - Note 4 Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
5,971,000 common shares (2004: 5,971,000) 5,971 5,971
Additional paid in capital 21,879 21,879
Deficit accumulated during the pre-exploration stage (66,163) (42,701)
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(38,313) (14,851)
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$ - $ -
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Nature and Continuance of Operations - Note 1
SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the six months ended September 30, 2005 and the period
January 28, 2003 (Date of Incorporation) to September 30,
2005
(Stated in US Dollars)
(Unaudited)
January 28,
2003 (Date of
Incorporation)
Six months ended to
September 30, September 30,
2005 2004 2005
---- ---- ----
Expenses
Accounting and audit fees $ 11,013 $ 1,474 $ 25,088
Bank charges - 44 282
Legal fees 10,000 - 22,500
Listing and filing fees 2,449 - 4,154
Management fees - Note 5 - - 7,125
Office and rent - Note 5 - - 2,817
Resource property costs - - 4,197
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Net loss for the period $ (23,462) $ (1,518) $ (66,163)
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Basic and diluted loss per share $ (0.04) $ (0.00)
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Weighted average number of shares outstanding 5,971,000 5,971,000
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS
OF CASH FLOWS for the six months
ended September 30, 2005 and the period January 28,
2003 (Date of Incorporation) to September 30, 2005
(Stated in US Dollars)
(Unaudited)
January 28,
2003 (Date of
Incorporation)
Six months ended to
September 30, September 30,
2005 2004 2005
---- ---- ----
Cash Flows used in Operating Activities
Net loss for the period $ (23,462) $ (1,518) $ (66,163)
Adjustment to reconcile net loss to net cash
used by operating activities
Advance receivable - (1,549) -
Accounts payable and accrued liabilities 23,462 820 38,313
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Net cash used in operating activities - (2,247) (27,850)
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Cash Flows from Financing Activity
Issuance of common shares - - 27,850
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Net cash from financing activity - - 27,850
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Increase (decrease) in cash during the period - (2,247) -
Cash, beginning of the period - 23,812 -
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Cash, end of the period $ - $ 21,565 $
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Supplemental disclosure of cash flow information Cash paid for:
Interest $ - $ - $ -
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Income taxes $ - $ - $ -
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SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS'
EQUITY (DEFICIENCY) for the period January 28,
2003 (Date of Incorporation) to September 30, 2005
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Additional During the
Common Shares Paid-in Exploration
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Number Par Value Capital Stage Total
--------------- --------------- --------------- --------------- ---------------
Net loss for the period ended
March 31, 2003 - $ - $ - $ (1,520) $ (1,520)
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Balance, March 31, 2003 - - - (1,520) (1,520)
Capital stock issued for cash
- at $0.001 5,750,000 5,750 - - 5,750
- at $0.10 221,000 221 21,879 - 22,100
Net loss for the year ended
March 31, 2004 - - - (8,334) (8,334)
--------------- --------------- --------------- --------------- ---------------
Balance, March 31, 2004 5,971,000 5,971 21,879 (9,854) 17,996
Net loss for the year ended
March 31, 2005 - - - (32,847) (32,847)
--------------- --------------- --------------- --------------- ---------------
Balance, March 31, 2005 5,971,000 5,971 21,879 (42,701) (14,851)
Net loss for the period ended
September 30, 2005 - - - (23,462) (23,462)
--------------- --------------- --------------- --------------- ---------------
Balance, September 30, 2005 5,971,000 $ 5,971 $ 21,879 $ (66,163) $ (38,313)
=============== =============== =============== =============== ===============
SEE ACCOMPANYING NOTES
ZENO, INC.
(A Pre-exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005
(Stated in US Dollars)
Note 1 Interim Financial Statements
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While the information presented in the accompanying six months to September 30,
2005 interim financial statements is unaudited, it includes all adjustments
which are, in the opinion of management, necessary to present fairly the
financial position, results of operations and cash flows for the interim period
presented in accordance with the accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. It is suggested that these financial statements be read in
conjunction with the Company's March 31, 2005 financial statements.
Operating results for the period ended September 30, 2005 are not
necessarily indicative of the results that can be expected for the year ending
March 31, 2006.
Note 2 Continuance of Operations
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The financial statements have been prepared using generally accepted accounting
principles in the United States of America applicable for a going concern which
assumes that the Company will realize its assets and discharge its liabilities
in the ordinary course of business. As at September 30, 2005, the Company has
accumulated losses of $63,163 since its commencement and has yet to achieve
profitable operations. Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable operations in the future
and/or to obtain the financing necessary to meet its obligations and pay its
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time and
raise substantial doubt that the Company will be able to continue as a going
concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. The Company was
incorporated in the State of Nevada on January 28, 2003. In August 2, 2004 the
company filed Form SB-2 Registration Statement prospectus with the United
States Securities and Exchange Commission to qualify for the sale by existing
shareholders of 1,971,000 common shares at an offering price of $0.10 per
share. The Company will not receive any proceeds from this offering as these
shares have already been issued.
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by
undescribed Risk Factors in this section and elsewhere in this annual report.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was conducted by Mr. Mark Lana, a director of
the Company, who also acts as the Company's President and the Chief Executive
Officer and Mrs. Lougene Baird, a director who also acts as the Company's Chief
Operating Officer.
Based upon that evaluation, the Company concluded that the disclosure controls
and procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Plan of Operation
Our plan of operation for the twelve months following the date of this quaterly
report is to aquire IP-Colo Inc. (IPC). IPC is in the business of advanced
wireless technologies, integrated with high-speed internet via satellite to
provide real-time security and monitoring for many industries.
Following the closing of the Agreement with IPC, our company commenced the
development of the internet services and wireless technology acquired from IPC.
We will provide customers with complete integrated solutions to high-speed
Internet and surveillance needs. We will 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 will 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 will 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.
Results Of Operations for Six-Month Period Ended September 30, 2005
We incurred total operating expenses in the amount of $23,462 for the six-month
period ended September 30, 2005, as compared to $1,518 for the comparative
period in 2004. During the six months ended September 30, 2005, we incurred
$11,013 in accounting and audit fees (2004: $1,474), $10,000 in legal fees
(2004: Nil) and $2,449 in management fees (2004: Nil). At quarter end, we had no
assets and liabilities of $38,313 consisting of accounts payable and accrued
liabilities.
Subsequent to the period, we completed a split of our share capital such that
every issued and outstanding share of common stock prior to the split was
exchanged for 13 post-split shares of common stock. The effective date of the
split was October 11, 2005. Concurrent with the split, we amended our authorized
share capital so that it now consists of 200,000,000 shares of common stock and
10,000,000 shares of preferred stock, all with a par value of $0.001 per share.
Subsequent to the period, we completed the acquisition 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 issued
1,612,500 shares of our post-split restricted common stock in consideration of
the acquisition.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
During the period ended September 30, 2005, we filed a current report on Form
8-K dated September 16, 2005 announcing our entry into a material definitive
agreement with IP-Colo Inc. Subsequent to the acquisition, the company changed
its name to HS3 Technologies Inc.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HS3 Technologies, Inc.
/s/ Mark Lana
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Mark Lana
President, Chief Executive
Officer, and Director
Dated: November 21, 2005
HS3 Technologies, Inc.
/s/ Lougene Baird
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Lougene Baird
Chief Operating Officer,
Treasurer, principal,
accounting officer and
director
Dated: November 21, 2005