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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended March 31, 2011

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission file number001-32289

HS3 TECHNOLOGIES,
INC.(Exact name of registrant as specified in its
charter)

|Nevada                                           | 20-3598613                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1800 Boulder Street, Suite 600, Denver CO        | 80211-6400                          
|(Address of principal executive offices)         | (Zip Code)                          

(303) 455-2550(Telephone number, including
area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the
issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 
Yes [X]     No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

Large accelerated filer
    [ ]
    
    Accelerated filer
    [ ]Non-accelerated filer
    [ ]
    (Do not check if a smaller reporting company)
    Smaller reporting company
    [ X ]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act) Yes [ ]     No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a
court.[    ] YES     [   ]
NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).[   ] YES     [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date. As of May 13, 2011, there were 69,816,636 shares of the
registrants Common Stock issued and outstanding

1

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TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION

|         |                                                                                                                                                                | Page
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|         |                                                                                                                                                                | No. 
|         |                                                                                                                                                                |     
|Item 1.  | Unaudited
      Condensed Consolidated Financial Statements                                                                                                    | 4   
|         |                                                                                                                                                                |     
|         | Condensed
      consolidated balance sheets as of March 31, 2011 and June 30, 2010                                                                             | 5   
|         |                                                                                                                                                                |     
|         | Condensed
      consolidated statements of operations for the three months and nine months
      ended March 31, 2011 and 2010                                 | 6   
|         |                                                                                                                                                                |     
|         | Condensed
      consolidated statements of stockholders equity (deficit) for the years
      ended June 30, 2009 and 2010 and nine months ended March 31, 2011 | 7   
|         |                                                                                                                                                                |     
|         | Condensed
      consolidated statements of cash flows for the nine months ended March 31,
      2011 and 2010                                                  | 8   
|         |                                                                                                                                                                |     
|         | Notes to
      condensed consolidated financial statements                                                                                                     | 9   
|         |                                                                                                                                                                |     
|Item 2.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                                                                    | 14  
|         |                                                                                                                                                                |     
|Item 3.  | Quantitative
      and Qualitative Disclosures about Market Risk                                                                                               | 23  
|         |                                                                                                                                                                |     
|Item 4 . | Controls and Procedures                                                                                                                                        | 23  

PART II  OTHER INFORMATION

|Item 1.  | Legal
      Proceedings                                           | 24
|-------- | ----------------------------------------------------------------- | --
|         |                                                                   |   
|Item 1A. | Risk Factors                                                      | 24
|         |                                                                   |   
|Item 2.  | Unregistered
      Sales of Equity Securities and Use of Proceeds | 30
|         |                                                                   |   
|Item 3.  | Defaults
      upon Senior Securities                             | 30
|         |                                                                   |   
|Item 4.  | [Removed and
      Reserved]                                      | 30
|         |                                                                   |   
|Item 5.  | Other
      Information                                           | 30
|         |                                                                   |   
|Item 6.  | Exhibits                                                          | 30

2

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS

This Quarterly Report contains forward-looking statements
including, but not limited to the following:

|**.** | certain statements, including possible or
      assumed future results of operations, in Managements Discussion and
      Analysis of Financial Condition and Results of Operations;                                                                              
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                      
|**.** | any statements contained herein regarding the
      prospects for our business or any of our services;                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                      
|**.** | any statements preceded by, followed by or that
      include the words may, should, believes, expects, anticipates,
      intends, continues, estimates, plans, targets predicts,
      attempts, is scheduled, or similar expressions; and
|      |                                                                                                                                                                                                                                                                      
|**.** | other statements obtained herein regarding
      matters that are not historical facts.                                                                                                                                                                              

Our business and results of
operation are subject to risk and uncertainties, many of which are beyond our
ability to control or predict. Because of these risks and uncertainties, actual
results may differ materially from those expressed or implied by forward-looking
statements, and investors are cautioned not to place undue reliance on such
statements, which speak only as of the date thereof. Important factors that
could cause actual results to differ materially from our expectations and may
adversely affect our business and results of operations, include, but are not
limited to those risk factors set forth in this report in Part II Other
Information under the heading Item 1A. Risk Factors.

In this Quarterly Report, unless
otherwise specified, all dollar amounts are expressed in United Sates dollars
and all references to common shares refer to the common shares in our capital
stock.

As used in this Quarterly Report,
the terms we, us, our, our company and HS3, means HS3 Technologies,
Inc. and our wholly-owned subsidiary, ip-Colo, Inc., unless the context clearly
requires otherwise.

3

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PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

The interim unaudited condensed
consolidated financial statements of HS3 Technologies, Inc. as of and for the
three month and nine month period ended March 31, 2011, are included herein
beginning on the following page. The accompanying interim unaudited condensed
consolidated financial statements should be read in conjunction with our audited
consolidated financial statements and related notes for the year ended June 30,
2010, together with our discussion and analysis of financial condition and
results of operations, included in our Annual Report on Form 10-K filed on
September 29, 2010 with the Securities and Exchange Commission (File No.
001-32289). Our financial statements are stated in United States dollars (US$)
and are prepared in accordance with United States Generally Accepted Accounting
Principles.

The unaudited condensed
consolidated financial statements include the accounts of HS3 Technologies, Inc.
and our wholly-owned subsidiary, ip-Colo, Inc. All inter-company balances and
transactions have been eliminated.

We have no off-balance-sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.

4

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HS3 Technologies, Inc. Condensed consolidated balance
sheets

|                                                                                                                                                                                        |   | March 31,  |   |   | June 30,   |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                                                                                                                                        |   | 2011       |   |   | 2010       |  
|                                                                                                                                                                                        |   | Unaudited  |   |   | Audited    |  
|ASSETS                                                                                                                                                                                 
|                                                                                                                                                                                        |   |            |   |   |            |  
|Current Assets:                                                                                                                                                                         |   |            |   |   |            |  
|Cash and cash
      equivalents                                                                                                                                                         | $ | 9,207      |   | $ | 34,915     |  
|Trade accounts receivable                                                                                                                                                               |   | 388,648    |   |   | 8,449      |  
|Other receivable                                                                                                                                                                        |   | -          |   |   | 7,913      |  
|Inventory                                                                                                                                                                               |   | 86,946     |   |   | 86,045     |  
|                                                                                                                                                                                        |   | 484,801    |   |   | 137,322    |  
|Furniture, fixtures and equipment, net of accumulated
      depreciation 
           of $158,837 and $114,538
      respectively                                                        |   | 25,145     |   |   | 34,522     |  
|Other assets, net                                                                                                                                                                       |   | -          |   |   | 5,833      |  
|                                                                                                                                                                                        | $ | 509,946    |   | $ | 177,677    |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|LIABILITIES AND EQUITY                                                                                                                                                                 
|                                                                                                                                                                                        |   |            |   |   |            |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|Current Liabilities:                                                                                                                                                                    |   |            |   |   |            |  
|Trade accounts payable                                                                                                                                                                  | $ | 199,984    |   | $ | 114,393    |  
|Other accrued
      liabilities                                                                                                                                                         |   | 580,148    |   |   | 495,110    |  
|Subordinated notes payable                                                                                                                                                              |   | 655,500    |   |   | 580,500    |  
|Note payable, current
      portion                                                                                                                                                     |   | 245,000    |   |   | -          |  
|Long-term debt, current portion                                                                                                                                                         |   | 33,000     |   |   | 109,024    |  
|Other liabilities                                                                                                                                                                       |   | -          |   |   | 28,000     |  
|Total Liabilities                                                                                                                                                                       |   | 1,713,632  |   |   | 1,327,027  |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|                                                                                                                                                                                        |   |            |   |   |            |  
|Stockholders Equity
      (Deficit):                                                                                                                                                   |   |            |   |   |            |  
|Preferred stock, $0.0001 par value, 2,500,000 shares
      authorized, 
         none issued or outstanding                                                                             |   | -          |   |   | -          |  
|Common stock owed, not
      issued, 0 shares at March 31, 2011 and 
          
      600,000 shares at June 30, 2010                                                                   |   | -          |   |   | 600        |  
|Common Stock, $0.001 par value,
      200,000,000 authorized, 
       
       issued and outstanding 69,816,636 at March 31, 2011 and 
               68,116,636
      at June 30, 2010 |   | 69,817     |   |   | 68,117     |  
|Additional paid-in
      capital                                                                                                                                                        |   | 5,580,246  |   |   | 5,569,526  |  
|Accumulated deficit                                                                                                                                                                     |   | (6,853,749 | ) |   | (6,787,593 | )
|                                                                                                                                                                                        |   | (1,203,686 | ) |   | (1,149,350 | )
|                                                                                                                                                                                        | $ | 509,946    |   | $ | 177,677    |  

See accompanying notes to condensed consolidated financial
statements

5

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|HS3 Technologies, Inc.                        
|----------------------------------------------
|Condensed consolidated statement of operations
|Unaudited                                     

|                                                                      |   | Three months ended March 31, |   |   | Nine months ended March 31, |  
|--------------------------------------------------------------------- | - | ---------------------------- | - | - | --------------------------- | -
|                                                                      |   | 2011                         |   |   | 2010                        |  
|                                                                      |   |                              |   |   |                             |  
|                                                                      |   |                              |   |   |                             |  
|Revenue                                                               | $ | 567,786                      |   | $ | 36,990                      |  
|Cost of goods sold                                                    |   | 333,046                      |   |   | 3,355                       |  
|Gross profit                                                          |   | 234,740                      |   |   | 33,545                      |  
|                                                                      |   |                              |   |   |                             |  
|Operating Expenses:                                                   |   |                              |   |   |                             |  
|Selling, general and administrative                                   |   | 124,569                      |   |   | 136,681                     |  
|Depreciation and amortization                                         |   | 6,338                        |   |   | 11,966                      |  
|Total operating expenses                                              |   | 130,907                      |   |   | 148,647                     |  
|                                                                      |   |                              |   |   |                             |  
|Income(loss) from operations                                          |   | 103,833                      |   |   | (115,102                    | )
|                                                                      |   |                              |   |   |                             |  
|Other income (expense):                                               |   |                              |   |   |                             |  
|Interest expense, net                                                 |   | (24,538                      | ) |   | (24,058                     | )
|Total other income (expense)                                          |   | (24,538                      | ) |   | (24,058                     | )
|                                                                      |   |                              |   |   |                             |  
|Net Income(loss)                                                      | $ | 79,295                       |   | $ | (139,160                    | )
|                                                                      |   |                              |   |   |                             |  
|Net income(loss) per share-basic and diluted                          | $ | 0.001                        |   | $ | (0.002                      | )
|                                                                      |   |                              |   |   |                             |  
|Weighted average number of common
      
          shares outstanding |   | 69,488,858                   |   |   | 68,329,969                  |  

See accompanying notes to condensed consolidated financial
statements

6

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|HS3 Technologies, Inc.                                                  
|------------------------------------------------------------------------
|Condensed consolidated statement of stockholders
      equity (deficit)

|                                                                |  |              |  |   |            |  |   | Common     |   |   |            |  |   |            |   |   | Total        |  
|--------------------------------------------------------------- |  | ------------ |  | - | ---------- |  | - | ---------- | - | - | ---------- |  | - | ---------- | - | - | ------------ | -
|                                                                |  |              |  |   |            |  |   | Stock Owed |   |   | Additional |  |   | Retained   |   |   | Stockholders |  
|                                                                |  | Common Stock |  |   | Not Issued |  |   | Paid-in    |   |   | Earnings   |  |   | Equity     |  
|                                                                |  | Shares       |  |   | Amount     |  |   |            |   |   | Capital    |  |   | (Deficit)  |   |   | (Deficit)    |  
|                                                                |  |              |  |   |            |  |   |            |   |   |            |  |   |            |   |   |              |  
|Balances as of June 30, 2008                                    |  | 39,945,802   |  | $ | 39,946     |  | $ | -          |   | $ | 4,333,459  |  | $ | (4,931,386 | ) | $ | (557,981     | )
|Shares issued for cash                                          |  | -            |  |   | -          |  |   |            |   |   | -          |  |   | -          |   |   | -            |  
|Shares issued for services/
      
        cancellation of debt |  | 2,050,000    |  |   | 2,050      |  |   |            |   |   | 51,542     |  |   | -          |   |   | 53,592       |  
|Net loss                                                        |  | -            |  |   | -          |  |   |            |   |   | -          |  |   | (1,176,419 | ) |   | (1,176,419   | )
|Balances as of June 30, 2009                                    |  | 41,995,802   |  | $ | 41,996     |  | $ | -          |   | $ | 4,385,001  |  | $ | (6,107,805 | ) | $ | (1,680,808   | )
|Shares issued for cash                                          |  | 4,500,000    |  |   | 4,500      |  |   |            |   |   | 220,500    |  |   | -          |   |   | 225,000      |  
|Shares issued for conversion of debt                            |  | 15,500,000   |  |   | 15,500     |  |   |            |   |   | 759,500    |  |   |            |   |   | 775,000      |  
|Shares issued for cancellation of debt                          |  | 5,870,834    |  |   | 5,871      |  |   |            |   |   | 176,125    |  |   |            |   |   | 181,996      |  
|Shares issued for services                                      |  | 250,000      |  |   | 250        |  |   |            |   |   | 5,000      |  |   |            |   |   | 5,250        |  
|Shares owed for services, not issued                            |  |              |  |   |            |  |   | 600        |   |   | 23,400     |  |   |            |   |   | 24,000       |  
|Net loss                                                        |  | -            |  |   | -          |  |   |            |   |   | -          |  |   | (679,788   | ) |   | (679,788     | )
|Balances as of June 30, 2010                                    |  | 68,116,636   |  | $ | 68,117     |  | $ | 600        |   | $ | 5,569,526  |  | $ | (6,787,593 | ) | $ | (1,149,350   | )
|Shares issued for services                                      |  | 1,700,000    |  |   | 1,700      |  |   | (600       | ) |   | 10,720     |  |   | -          |   |   | 11,820       |  
|Net loss                                                        |  | -            |  |   | -          |  |   | -          |   |   | -          |  |   | (66,156    | ) |   | (66,156      | )
|Balances as of March 31, 2011                                   |  | 69,816,636   |  | $ | 69,817     |  | $ | -          |   | $ | 5,580,246  |  | $ | (6,853,749 | ) | $ | (1,203,686   | )

See accompanying notes to condensed consolidated financial
statements

7

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HS3 Technologies, Inc.Condensed consolidated
statement of cash flows Unaudited

|                                                                                        |   | Nine months ended March 31, |  
|--------------------------------------------------------------------------------------- | - | --------------------------- | -
|                                                                                        |   | 2011                        |  
|                                                                                        |   |                             |  
|                                                                                        |   |                             |  
|Cash flows from operating activities:                                                   |   |                             |  
|Net income(loss)                                                                        | $ | (66,156                     | )
|                                                                                        |   |                             |  
|Adjustments to reconcile net
      loss to net cash                                     |   |                             |  
|provided by (used in) operations:                                                       |   |                             |  
|Depreciation and
      amortization                                                     |   | 24,988                      |  
|Accretion of interest                                                                   |   | 2,689                       |  
|Warrants, stock,
      and options issued for service                                   |   | 11,820                      |  
|Changes in operating assets and liabilities:                                            |   |                             |  
|Accounts and
      other receivables                                                    |   | (372,286                    | )
|Inventory                                                                               |   | (901                        | )
|Accounts payable
      and accrued liabilities                                          |   | 170,629                     |  
|Net cash (used in) operating activities                                                 |   | (229,217                    | )
|                                                                                        |   |                             |  
|Cash flow from investing activities:                                                    |   |                             |  
|Additions to
      furniture, fixtures & equipment                                      |   | (9,777                      | )
|Net cash (used in) investing activities                                                 |   | (9,777                      | )
|                                                                                        |   |                             |  
|Cash flow from financing activities:                                                    |   |                             |  
|Sale of common stock                                                                    |   | -                           |  
|Proceeds (repayments) convertible notes
      payable                                   |   | -                           |  
|Proceeds (repayments)
      subordinated notes payable                                  |   | 75,000                      |  
|Borrowing/repayments revolving credit
      agreement                                   |   | 245,000                     |  
|Borrowings (repayments)
      long-term debt                                            |   | (106,714                    | )
|Other accrued liabilities converted to
      equity                                     |   | -                           |  
|Net cash flow provided by
      (used in)financing activities                           |   | 213,286                     |  
|                                                                                        |   |                             |  
|Increase (decrease) in cash
      and cash equivalents                                  |   | (25,708                     | )
|Cash and cash equivalents, beginning of
      period                                    |   | 34,915                      |  
|Cash and cash equivalents,
      end of period                                          | $ | 9,207                       |  
|                                                                                        |   |                             |  
|                                                                                        |   |                             |  
|Supplemental cash flow information:                                                     |   |                             |  
|Interest paid                                                                           | $ | 10,682                      |  
|Income taxes paid                                                                       | $ |                             |  
|                                                                                        |   |                             |  
|                                                                                        |   |                             |  
|Non cash financing
      activities:                                                    |   |                             |  
|Stock issued for services                                                               | $ | 11,820                      |  
|Stock issued for
      other accrued liabilities                                        | $ | -                           |  
|Stock issued for convertible
      notes payable                                        | $ | -                           |  
|Subordinated
      notes payable issued for convertible
      
           notes payable | $ | -                           |  

See accompanying notes to condensed consolidated financial
statements

8

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HS3 Technologies, Inc.

Notes to condensed consolidated financial statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

(a) Nature of Business

HS3 Technologies, Inc. (HS3 or
the Company) was incorporated in Nevada on January 28, 2003. Prior to a name
change in October 2005, the Company was known as Zeno, Inc. The Company also
changed its fiscal year end from March 31 to June 30. In November 2005, the
Company acquired ip-Colo, Inc., in a reorganization, a development stage
corporation (herein referred to as ip-Colo). On the date of the
reorganization, the Company, a non-operating entity without any assets or
liabilities, was to provide advanced wireless technologies integrated with
high-speed internet, via satellite, and to provide real-time security and
monitoring for many industries.

The Company provides a diverse
line of cutting edge products and services to meet the growing needs of the
security industry. To meet the ever changing needs of the industry, we have
launched a combination of state-of-the art products and services that include
digital video recording technology (DVR), personal biometric identification
units, CCTV, video monitoring centers, cellular networks, wireless mesh network
units and wireless internet-linked satellite surveillance systems. This
combination of products encompasses a total line that we believe will meet many
commercial, agricultural, governmental, and residential customer security
needs.

(b) Basis of presentation and use of estimates

The accompanying unaudited
condensed consolidated financial statements in this Quarterly Report on Form
10-Q have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, these statements reflect adjustments
(consisting only of normal recurring entries), which in our opinion, are
necessary for a fair presentation of the financial results for the interim
periods presented. Certain information and notes normally included in annual
financial statements have been condensed in or omitted from these interim
financial statements pursuant to such rules and regulations. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes for the year ended June 30,
2010, together with our discussion and analysis of financial condition and
results of operations, included in our Annual Report on Form 10-K filed on
September 29, 2010 with Securities and Exchange Commission.

Our accounting and financial
reporting policies conform to accounting principles and practices generally
accepted in the United States of America. The accompanying consolidated
financial statements include the accounts of HS3 and its controlled
subsidiaries. All significant inter-company accounts and transactions have been
eliminated in the preparation of the accompanying condensed consolidated
financial statements.

The preparation of financial
statements in accordance with United States generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses in the reporting
period. The Company regularly evaluates estimates and assumptions related to the
useful life and recoverability of long-lived assets, stock-based compensation
and deferred income tax asset valuation allowances. The Company bases its
estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Companys estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.

9

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(c) Cash and cash equivalents

We consider all short-term
investments with a remaining maturity of three months or less at the date of
purchase to be cash equivalents.

(d) Furniture, Fixtures and Equipment

Furniture, fixtures and equipment
are recorded at historical cost, net of accumulated depreciation. Depreciation
is computed using the straight-line method based on estimated useful lives (3-5
years). Expenditures for maintenance and repairs are charged to expense.

(e) Inventory

Inventory consists of finished
goods purchased from third-party manufacturers and component parts and is valued
at the lower of average cost or market. Average cost is determined using the
first-in, first-out method of accounting.

(f) Long-lived Assets

Long-lived assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss would be recognized
when the carrying amount of an asset exceeds the estimated undiscounted future
cash flows expected to result from the use of the asset and its eventual
disposition.

(g) Loss Per Share

Basic and diluted earnings (loss)
per share are computed using the weighted average number of shares outstanding
during the period. Diluted earnings per share gives effect to all potential
diluted common shares outstanding during the period. In periods of net loss,
there are no diluted earnings per share since the result would be
anti-dilutive.

(h) Financial Instruments

The fair value of financial
instruments is determined at a specific point in time, based on relevant
information about financial markets and specific financial instruments. As these
estimates are subjective in nature, involving uncertainties and matters of
significant judgment, they cannot be ascertained with precision. Changes in
assumptions can significantly affect estimated fair values.

The carrying value of cash and
cash equivalents, accounts payable and accrued liabilities approximate their
fair value because of the short-term nature of these instruments.

(i) Income Taxes

We recognize deferred tax
liabilities and assets for the expected future tax consequences of events that
have been recognized in the Companys consolidated financial statements and tax
returns using the liability method. Under this method, deferred tax liabilities
and assets are determined based on the temporary differences between the
consolidated financial statements and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are expect to
reverse.

(j) Equity-Based Compensation

Common stock, warrants, and
options issued for services are accounted for based on the fair market value at
the date the services are performed. If the awards are based on a vesting period
the fair market value of the awards is determined as vesting is earned. If the
services are to be performed over an extended period of time the value (if
material) is amortized over the life of the period that services are performed.

10

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(k) Concentration of Credit Risk

We sell products to customers in
diversified industries and geographical regions. We continually evaluate the
creditworthiness of our customers. We evaluate the collectability of accounts
receivable on a combination of factors. Our policies require us to record
specific reserve if we become aware of anything that would cause us to question
a specific customers inability to meet their financial obligations to us. We
will record a specific reserve for bad debts to reduce a related receivable when
we believe an amount is not collectible. We do not have any reserves for bad
debt as of March 31, 2011.

(l) Revenue Recognition

We record revenue when persuasive
evidence of an arrangement exists, services have been rendered or product
delivery has occurred, the sales price to the customer is fixed or determinable,
and collectability is reasonably assured.

(m) Reclassifications

Certain amounts in the prior periods have been reclassified to
conform to the current periods presentation

2. GOING CONCERN

The accompanying condensed
consolidated financial statements have been prepared assuming that we will
continue as a going concern. Our ability to continue as a going concern is
dependent upon us obtaining additional working capital to develop our business
operations. We intend to use borrowings and/or security sales to mitigate the
effects of our cash position; however, no assurance can be given that debt or
equity financing, if and when required, will be available. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets and classification of liabilities that might
be necessary should we be unable to continue in existence.

3. OTHER ACCRUED LIABILITIES

Other accrued liabilities are as follows:

March 31 ,
    
    
    June 30,2011
    
    
    2010Accrued board fees
    $
    170,832
    
    $
    133,332Accrued salaries, officers
    
    80,000
    
    
    80,000Accrued liabilities, related
      parties
    
    76,535
    
    
    61,505Accrued interest
    
    237,572
    
    
    218,176Payroll liabilities
    
    14,088
    
    
    1,569Sales tax payable
    
    1,121
    
    
    528$
    580,148
    
    $
    495,110


Board fees to the two independent
board of directors are $25,000 annually. The board members have the option to
receive cash or convert into common stock at the rate of $0.12 or the rate of
the last conversion agreement.

The Company leases office space
from a company owned by an officer/director. The Company has accrued $76,535 as
a related party liability.

Accrued interest represents
interest on the subordinated notes payable and up to the time (November 24,
2009) in which the convertible notes payable were converted into equity.

11

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4. SUBORDINATED NOTES PAYABLE

At March 31, 2011, the following
subordinated notes payable are outstanding: The notes bear interest at 12% and
are on a month to month term. The Company recorded $19,396 interest for the
quarter ended March 31, 2011.

William S. Dickey
    $
    575,000Robert A. Morrison
    
    80,500$
    655,500


5. LONG-TERM DEBT

In February and March 2008 the
Company, pursuant to a loan and security agreement, entered into two (2)
$200,000 promissory notes. In addition, the Company issued to the lender a
warrant for the purchase of one million (1,000,000) shares of common stock at a
purchase price of $.12 per share with an expiration date of five (5) years after
the commencement date of the first loan.

The notes have an interest rate
of 15.499% and mature in three (3) years from the commencement date, and are
collateralized with the Companys personal property as defined in the loan and
security agreement. For the three months ended December 31, 2010, we recorded
$1,735 as interest expense pursuant to the notes.

Each note also has a final
payment fee of $14,000 that is due on the earlier to occur of the maturity date
or prepayment. These fees are being amortized over the life of the loans with
the obligation reflected in other long-term liabilities. For the three-months
ended December 31, 2010, we amortized $1,555.

The $400,000 proceeds were
allocated to each instrument based on the fair market value of each based on the
Black-Scholes pricing model. The assumptions used in valuing the warrants were:
stock price $.13; exercise price $.12, life  5 years; volatility 101.17%;
dividend yield 0%; and the yield of a risk free investment 3.08% . We determined
the fair value of the note and interest to be $400,000 and the fair market value
of the warrants to be $16,814. We allocated the proceeds to each based on the
respective percentages of total value. The value of the notes was $383,865 and
the warrants $16,135.

On December 30, 2010 the Company
entered into a loan payment modification/settlement agreement with the lender in
which we paid $65,000 as a one-time payment and will pay a remaining balance of
$36,000 as the settlement of the outstanding balance and accrued interest on
these notes. The discount on the notes was accrued into interest expense through
the date of the settlement agreement. For the nine months ended March 31, 2011
we recorded $2,689 as additional interest expense and amortized $5,833 of other
assets. The lender also subordinated to our subordinated notes payable. The
$36,000 will be paid at $3,000 a month through January 10, 2012 at zero
interest.

6. NOTE PAYABLE

On December 17, 2010, the Company
entered into a one year promissory note with a commercial bank. The note is a
revolving line of credit, wherein the Company can receive advances up to
$250,000. The note bears interest at 3.85% and is guaranteed pursuant to a
Guaranty Fee Agreement between William S. Dickey and the Company, wherein the
Company pays Mr. Dickey a monthly fee of $1,250 to provide the guaranty. At
March 31, 2011 the Company had $245,000 outstanding on this line of credit.

12

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7. COMMON STOCK

During fiscal year ended June 30,
2009 we: (a) issued 1,800,000 shares of our common stock for financial services
rendered to us (valued at $32,000) and (b) issued 250,000 shares of our common
stock for cancellation of $21,592 of accounts payable to a third party.

During fiscal year ended June 30,
2010 we: (a) issued 4,500,000 shares of our common stock for $225,000 which was
used to repay $150,000 of convertible and subordinated notes payable; (b) issued
15,500,000 shares of our common stock to convert $775,000 of convertible notes
payable; (c) issued 5,870,834 shares of our common stock to two officers for
cancellation of $181,996 of accrued salaries, and (d) issued 250,000 shares of
our common stock for services rendered to us.

On February 28, 2010 the Board
voted to issue 600,000 shares of our common stock for financial consulting
services rendered to us effective February 1, 2010. We valued the 600,000 shares
based on the quoted trade price on February 1, 2010 ($.04) and recorded $24,000
as contract services. As of September 30, 2010, these shares are owed, but not
issued. These shares were issued on October 4, 2010.

On October 4, 2010 the Board
voted to issue 600,000 share of our common stock for financial consulting
services rendered to us. We valued the 600,000 shared based on the quoted trade
price on October 4, 2010 ($.0097) and recorded $5,820 as contract services.

On March 1, 2011, the Company
issued 500,000 shares of our common stock to a new employee. We valued the
500,000 shares based on the quoted trade price on March 1, 2011 ($.012) and
recorded $6,000 as contract services.

Pursuant to the 2005 Stock Option
Plan, the Board of Directors had granted 2,500,000 options under the plan. At
March 31, 2011, 1,300,000 options (with an exercise price of $.1667) are
outstanding which expire in March 2012.

8. SUBSEQUENT EVENTS

In April 2011, the Company borrowed a total of $40,000 from two
private investors pursuant to similar subordinated notes. The notes bear
interest at 12% and are on a month to month term.

On March 4, 2011 we announced that Mr. Gilliam had signed a
letter of intent for the acquisition of WizardWorks by our company. In
furtherance of the transaction contemplated in the letter of intent, on April
27, 2011 our company entered into a Teaming Agreement and Employment Agreement
(the Agreement) with Chester A. Gilliam and his company WizardWorks Security
Systems Inc. (the Subcontractor). Under the Agreement the Subcontractor will
provide us with products and services set out in the Agreement (the Program)
and our company will compensate the Subcontractor for participation in the
Program by providing a $360,000 bonus and the concurrent issuance of 500,000
shares of our companys common stock as follows:

- The $360,000 bonus will be divided into three annual installments equal to
  the lesser of $120,000 per annum or 50% of the revenue received from
  WizardWorks accounts during that period. The Program bonus will be paid at the
  end of each calendar quarter. If during any quarter the total revenue received
  from WizardWorks accounts is less than $60,000, the installment for that
  quarter will be calculated to minimally equal 50% of the total revenues
  received from WizardWorks. If over the three year term the amount paid to
  WizardWorks is less than $360,000 this agreement will continue for one year
  increments until paid. Our company has the sole right to accelerate payments
  to reach the agreed $360,000 at any time during the term.
- The issuance of 500,000 shares of our companys common stock on execution
  of the Agreement;

In consideration for the above, our company will receive,
record, and dispense all revenue from WizardWorks as of January 1, 2011 and may
invoice customers under the WizardWorks name or our companys name.

At the completion of the bonus payments, our company has the
right to assume the WizardWorks name and logo for $1.00.

13

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Our company will pay the Subcontractor $400 per month rent for
the uses of the Subcontractors premises. Upon thirty day written notice we may
vacate premises, remove all equipment and terminate the rental arrangement.

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

Critical Accounting Polices and Estimates

The following discussion and
analysis of the results of operations and financial condition should be read in
conjunction with the accompanying unaudited condensed consolidated financial
statements.

A summary of the significant
accounting policies that we have adopted and followed in the preparation of our
condensed consolidated financial statements is detailed in our consolidated
financial statements for the year ended June 30, 2010, included in our Annual
Report on Form 10-K filed on September 29, 2010.

Our financial statements and
accompanying notes are prepared in accordance with generally accepted accounting
principles in the United States. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses. These estimates and assumptions are
affected by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financials.

We base our assumptions and
estimates on historical experience and other sources that we believe to be
reasonable at the time. Actual results may vary from our estimates due to
changes in circumstances, weather, politics, global economics, mechanical
problems, general business conditions and other factors. Our significant
estimates are related to the valuation of our stock issued for services,
warrants and options.

Corporate History

We were incorporated under the
laws of the State of Nevada on January 28, 2003 under the name Zeno, Inc. On
November 9, 2005, we closed on an asset purchase agreement with IP-Colo, Inc.
(IPC) wherein we acquired all of the assets of IPC. IPC was in the development
stage of providing advanced wireless technologies, integrated with high-speed
internet via satellite to provide real-time security and monitoring for many
industries. On or about October 10, 2005, we changed our name to HS3
Technologies, Inc.

On November 4, 2009, at the
annual and special meeting of stockholders of our company, our authorized
capital increased to 200,000,000 shares of common stock with a par value of
$0.001.

Current Business

Our company has expanded its
technical installation service with a focus on the Quick Serve Restaurant market
(QSR).

Effective December 10, 2010 we
entered into a master subcontract agreement with Insight Direct USA, Inc., an
Illinois corporation, and its affiliate Calence, LLC dba Insight Networking, a
Delaware limited liability corporation. Pursuant to the agreement, our company
will be a master provider of technical and installation services to an
internationally renowned QSR chain. Our companys efforts have been refocused
toward the services required by the QSR. Under the terms of the agreement with
Insight our company will provide Insight with IT services set forth in any
statement of work issued by Insight. Each statement of work is a separate
agreement that identifies a specific scope of work to be performed by our
company.

Under the agreement our companys duties include:

- participating in meetings with Insight and clients for whom we are
  performing services;
- keeping Insight informed as to progress and any delays in our services;

14

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- providing Insight with any operational information, on request, including
  time sheets, installation scripts, performance logs, survey information, or
  inventory records related to its performance;
- make a good faith effort to reach mutually acceptable provisions and
  adjustments with any statement of work to meet client requirements and
  expectations;
- ensure that our employees, contractors and agents conduct themselves in a
  professional manner and comply with reasonable requests and standard
  procedures and policies concerning working hours, safety and security rules
  applicable to those working at Insight or any clients facilities

Prices for services will be
mutually agreed upon and set forth in any statement of work or purchase order
issued against such statement of work. Insight will pay all undisputed invoices
within 30 days of receipt of invoices from our company and shall receive a 3%
discount on any invoices paid within 10 days of receipt.

The agreement is effective until
terminated on (i) 45 days prior written notice by either party to the other (ii)
if either party becomes insolvent, enters bankruptcy, reorganization or other
similar proceedings, admits in writing its inability to pay debts, or makes or
attempts to make an assignment for the benefit of creditors.

Our company is providing labor;
trained installation teams to install cable, network upgrades of point of sale
terminals, install software, and upgrade servers and cameras. The service that
our company is providing is necessary for the QSR to meet federally mandated
Payment Card Industry Data Security Standards compliant requirements assembled
by the Payment Card Security Standards Council.

To date our companys
installation teams have successfully completed installations in ten states from
coast to coast servicing multiple sites within each market. The teams have
provided the position of clean-up team provider to our service offering.
Clean-up teams are responsible for resolving technical and installation issues
left unfinished by other services providers. We are very comfortable becoming
the expert and lead provider of choice to the QSR. It is our ability to
acquire highly qualified individuals and allowing them to excel within our
companys structure that continues to keep our companys in the forefront of
providing exceptional service.

Insight estimates over 18,000
locations for the QSR will require Payment Card Industry Data Security Standards
compliant installation and services to point of sale terminals over the next two
years. Our master subcontract agreement entitles us to an initial 3,120
locations. To complete the estimated number of installations over the period HS3
will need to train and deploy sufficient numbers of service teams to install 144
locations per week. Our company anticipates deploying 36 three-man teams to
reach a goal of 144 installations per week. In this early stage of the project
the company has deployed 8 three-man teams. HS3 technicians complete the two day
training and testing at a facility in our Denver monitoring center. Between 10
and 16 qualified candidates participate in each training session with
approximately 95% qualifying as Team members. Two additional staff will be
required to supervise the field teams .

Our company has recently
increased services offered to the expanding self- storage market. Teams trained
to service the QSR market have the ability to install systems and provide
service to self- storage customers. Installing video cables and cameras, and
providing video analytics through our remote video monitoring and data center
fill a need lacking with-in the self- storage industry.

Our company anticipates the
addition of these two service markets will substantially improve our outlook in
the near future.

On April 27, 2011 our company
entered into a teaming agreement and employment agreement with Chester A.
Gilliam and his company WizardWorks Security Systems Inc. (the Subcontractor).
Under the agreement the Subcontractor will provide us with products and services
set out in the agreement (the Program) and our company will compensate the
Subcontractor for participation in the Program by providing a $360,000 bonus and
the concurrent issuance of 500,000 shares of our companys common stock as
follows:

- The $360,000 bonus will be divided into three annual installments equal to
  the lesser of $120,000 per annum or 50% of the revenue received from
  WizardWorks accounts during that period. The Program bonus will be paid at the
  end of each calendar quarter. If during any quarter the total revenue received
  from WizardWorks accounts is less than $60,000, the installment for that
  quarter will be calculated to minimally equal 50% of the total revenues
  received from WizardWorks. If over the three year term the amount paid to
  WizardWorks is less than $360,000 this agreement will continue for one year
  increments until paid. Our company has the sole right to accelerate payments
  to reach the agreed $360,000 at any time during the term.

15

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- The issuance of 500,000 shares of our companys common stock on execution
  of the Agreement;

In consideration for the above, our company will receive,
record, and dispense all revenue from WizardWorks as of January 1, 2011 and may
invoice customers under the WizardWorks name or our companys name.

At the completion of the bonus payments, our company has the
right to assume the WizardWorks name and logo for $1.00.

Our company will pay the Subcontractor $400 per month rent for
the uses of the Subcontractors premises. Upon thirty day written notice we may
vacate premises, remove all equipment and terminate the rental arrangement.

We have expanded our market
strategies with a diverse new line of cutting edge products and services to meet
the growing needs of the security industry by providing a single source portal
to our customers with products and services in combinations that complete the
security and monitoring matrix. To meet the ever changing needs of the industry,
we have launched a combination of state-of-the art products and services that
include digital video recording technology (DVR), video monitoring centers,
biometric access control, personal biometric identification units, cellular and
wireless mesh network units and wireless internet-linked satellite surveillance
systems. This combination of products encompasses a total line that we believe
will meet many customer security needs. Our monitoring center in Denver,
Colorado serves as a single point security solutions portal, integrating our
proprietary analytical software, network security, and video products.

Our company integrates
technology, services and people into solutions that enhance the level of
security protection and surveillance services. Our companys goal is to become a
security portal, with cutting-edge technology applications and solutions
specifically tailored to meet the security needs of various customers. All of
the products and services, including biometric access control, satellite remote
monitoring, and DVRs are security related. Unlike many security companies that
focus exclusively on security hardware sales, our companys value proposition is
to offer proprietary products to generate recurring revenue for our company in
the form of monitoring and equipment licensing fees. We view the installation of
our hardware products as the entry vehicle into a long-term technological
relationship with our customers. We continually enhance our existing products by
periodically re-designing them to accommodate our customer needs.

We are primarily an intellectual
capital company. Our company both develops HS3s proprietary technology, and
acquires and integrates appropriate industry technology to provide surveillance
solutions customized to the requirements of our customers. Our established
mission is to be:

The trusted security architect providing vision
when it matters.

As a security architect, we
provide professional architectural, design and engineering to develop system
solutions for our customers as desired by our customers. This concept is the
foundation of our intellectual capital and core competencies. We use
intellectual capital of our employees and the surveillance industry to architect
and design solutions that provide customers vision and situational awareness.
This acquired knowledge is transformed to innovations that are proprietary to
our company. This occurs in part, through:

- Increased knowledge of new solutions and industry advancements
- Developing new systems
- Product and application enhancements
- Applications of new components
- Designing new, proprietary software

We have a sustainable competitive
advantage in our ability to merge existing technology with the latest
innovations in satellite broadband service, IP hardware, proprietary software,
and access control security products. We have the expertise, capacity, staff,
and ability to monitor sites located anywhere in the United States and Canada.
Our Denver monitoring facility has access to 1.7 terabytes per second of
ground-based internet capability for interfacing purposes. We developed the
technologies, proved the concepts, and started implementation, and market
penetration. We have focused on the rural and farm animal/production market to
date. There are six primary markets where our technology can excel in providing
greater access, better performance and lower cost:

16

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- Producers of Animal Products
- Homeland Security
- Hospitality
- Petroleum Industry
- Educational Facilities
- Construction Projects
- Self-Storage Facilities

PRODUCERS OF ANIMAL PRODUCTS:

As the developer and architect of
a video monitoring system (VMS) and surveillance program, we have refined the
capabilities of our satellite video product and other surveillance technologies
including their implementation. We also have the ability to provide service to
remote areas underserved by high speed internet or cable providers.

Within a climate of increasing
concerns over food safety, security and animal welfare a tremendous market is
evolving. We have developed surveillance products primarily video, to address
these issues in the livestock production industry and to a lesser extent the
food processing industry. Our solutions are developed to convey to consumers a
sense of confidence in the quality of the food they eat, and that the producer
has incorporated appropriate stewardship in animal production processes. For the
producer this provides risk mitigation, enhanced production and value added
branding.

Through the combined use of
proprietary technology, including innovations, video analytics, and DVRs our
company has developed state-of-the-art wireless, internet linked cellular, and
satellite linked surveillance systems. We are in a unique position to be the
first company with national surveillance capabilities, to provide an independent
third party monitoring verification system to the public that increases their
level of confidence in fundamentally important industries. Our surveillance and
monitoring provides these assurances with a certified humane brand, whether
acquired or created and generated in house.

Animal protein producers desire
increased market share that hold margins while requiring value in programs they
utilize. Our true measures of value can be assessed through increased profits
and the realization of risk mitigation.

Our surveillance program
allows:

- Producers to demonstrate stewardship with archived video.
- Producers to employ HS3 as a third party independent verifier of video for
  the establishment and certification labeling of food products at the market
  shelf, i.e. the logo/brand assures consumer that the food they purchased for
  their family has been raised humanely and handled safely.
- Producers to monitor animal behavior at remote locations and improve
  production efficiencies including herd disease awareness.
- Management to assure employees work within standards required to maintain
  the highest levels of risk mitigation and animal stewardship.
- Rebuttal to undercover video by animal activist groups.

Our companys VMS and
surveillance program provide the above criteria with a very low cost of entry
that was modeled after a typical cable TV system. The equipment is provided to
the producers who pay a monthly equipment license fee with requisite
subscription fees for monitoring services. To further lower barriers of entry,
our program removes the high front end equipment costs to the producers.

We intend to enter and penetrate
into the animal welfare, protein and production business by contracting with
various producers, associations, and/or companies that can use our surveillance
services as a part of any value-added welfare/stewardship and production brand
that they choose. As the architect of the surveillance system, we are able to
provide specific elements (as designed and tailored by the
producer/company) of our monitoring services to customers while maintaining
ownership of the proprietary VMS system.

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Over the prior year, we have
determined proof of a market and penetration concept of the technology and also
of our business model. Our strategy is to maintain market penetration with us as
a vendor to associations/producers and/or companies desiring various
certification programs. We are attempting to seize this initiative in the
livestock arena because there is a significant opportunity to expand our service
to meet the needs of additional protein producers in pork, beef, poultry, and
dairy industries.

HOMELAND SECURITY:

We have installed (on a beta
test) remote video products for the U.S. Coast Guard, enabling the monitoring of
and relaying of the physical location of freight trains at ports of entry. The
product relays GPS and live video over a cellular network.

Our covert deployment system is
one of the products developed that is technologically advanced. The covert
deployment system allows the utilization of cellular technology and provides a
physically small footprint for loss prevention operations. These systems utilize
SMS messaging for alerting and motion detection or other triggers to activate
video that records perpetrators on the enclosed drive, simultaneously sending
attached photos to our secured portal. It is estimated there are 13,000 active
train locomotives currently in the United States spread over 7 companies.
Homeland Security is concerned about the risk to the public should a locomotive
and its cargo become hijacked or compromised. We have developed and deployed a
biometric access control system which limits access to the locomotive. In
addition, we implemented GPS and video monitoring transmitted in real-time over
a cellular network to a centralized monitoring center. We have completed beta
testing on 28 locomotives with good results and feedback and are awaiting
customer feedback.

HOSPITALITY:

As in Americas schools, security
for the hospitality industry is becoming increasingly important. Hotels are
trending toward increasing guest security measures as a result of injury and
liability litigation. Additionally hotel operators are becoming more concerned
with improving general security for guests. Our internet protocol surveillance
system enhances and augments the hotels ability to monitor the hotels
perimeter and access to guest areas.

We provide hotels a reliable
source for web hosting. An ancillary advantage of our video monitoring system is
the ability for the hotel to offer their video on web sites as an inexpensive,
effective advertising tool.

PETROLEUM INDUSTRY:

The petroleum industry spends
millions of dollars and man hours monitoring oil and gas wells throughout the
country. Many oil and gas wells are in remote areas and, aside from typical
maintenance and production monitoring, there is a constant threat of vandalism,
sabotage and product theft. Today, all monitoring of wells requires that an
employee be physically present at a well to perform necessary inspections. We
are working with industry leaders to eliminate this labor-intensive process.
After installation of our petroleum surveillance package, customers can monitor
their assets from anywhere in the world using the internet. In addition, we
have, and continue to form strategic alliances with providers of complementary
monitoring products that mesh with our satellite products and provide well
operators with real-time information to enhance well production.

We have researched, developed and
installed a remote monitoring device called OPIE an Outdoor Portable
Investigative Equipment surveillance vehicle. The device has been used to
successfully monitor gas wells in remote Wyoming for three years. The original
concept having been proven to the customer, an oil and gas producer, has
expressed desire in purchasing additional OPIEs for their expansion to new
fields.

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EDUCATIONAL FACILITIES:

Even in todays high-speed world,
there are numerous school districts, rural and urban, waiting for high-speed
internet access and video monitoring. We can provide the services required for
maintaining and improving security.

The federal government has
mandated schools comply with the Homeland Security Act, which in part requires
video surveillance. With our system installed, security information is available
via the internet and our secured portal to individuals with the proper security
clearance.

Providing schools with satellite
broadband access to the internet at megabytes-per-second speeds, web hosting
services, and the ability to observe activities in and around the school with
digital cameras make our company a uniquely positioned provider. Our advanced
technology and low cost of entry structure allows us to offer education
facilities products meeting requirements of Homeland Security.

CONSTRUCTION PROJECTS:

HS3 is working with three
national construction companies to provide remote video security deploying the
companys OPIE product. When installed, OPIE provides recurring revenue through
live video monitoring of remote job sites. Captured video is transmitted to the
Denver monitoring center for analytics and event classification. Management is
confident that the increasing need for remote security will continue, and open
untapped markets for our proprietary cost effective solution. Uniquely
positioned our company feels the market for our OPIE technology will continue to
grow for years to come.

HS3 is continuing to work with a
national livestock trailer manufacturing company to provide its proprietary
video technology in trailers that monitor animal welfare and handling during
transportation, loading, and unloading. Our company is in the second year of
deploying this technology and has reached a threshold where its ready for this
market. HS3 has the technology and capability to provide the solution to the
livestock industry, solving transportation monitoring requirements.

SELF-STORAGE FACILITIES:

Over the last 30 years the self-storage industry has typically
employed part-time guard services to randomly check their properties during off
hours. HS3 has a solution that offers continuous surveillance utilizing our
companys technology and Denver monitoring center to provide 24/7/365
monitoring, improving both monitoring and reduced costs.

RESULTS OF OPERATIONS:

Nine Months Ended March 31, 2011 and 2010

Revenue and cost of goods sold.

We primarily derive revenue from
our operations by (i) providing technical installation services to the QSR
market and (ii) by charging monthly fees for providing integrated equipment,
monitoring, hosting, labor and other technology services as well as equipment
sales to our customers. Our revenue and cost of goods sold for the three month
period ended March 31, 2011 and 2010 are outlined in the table below:

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Three months endedMarch 31,2011
    
    
    2010Contract Revenue:Equipment
      license/monitoring fees
    $
    2,850
    
    $
    16,558QSR
    
    530,709
    
    
    -Revenue sharing from
      Teaming Agreement
    
    26,760Domain/business hosting fees
    
    925
    
    
    3,156Other (discounts taken)
    
    (2,532
    )
    
    550558,712
    
    
    20,264Other Revenue:Equipment sales
    
    5,529
    
    
    6,626IT
      Services
    
    3,545
    
    
    10,010Other
    
    -
    
    
    -9,074
    
    
    16,636Revenue
    
    567,786
    
    
    36,900Cost of goods sold - Equipment
    
    (3,022
    )
    
    (3,355
    )Cost
      of goods sold  QSR
    
    (330,024
    )
    
    -$
    234,740
    
    $
    33,545


During the quarter ended March
31, 2011, our technical installation services to the QSR market expanded as we
started to handle the demand pursuant to our master subcontract agreement with
Insight Direct USA, Inc. During the quarter ended March 31, 2011, we serviced
269 locations.

Selling, general and administrative expenses.

Our selling, general and
administrative expenses for the three month period ended March 31, 2011 and 2010
are outlined in the table below:

Three months endedMarch 31, 20112011
    
    
    2010Wages & employee benefits
    $
    76,801
    
    $
    36,548Contract services
    
    12,445
    
    
    29,611Board Fees
    
    12,500
    
    
    12,500Accounting, audit and tax expenses
    
    3,000
    
    
    5,500Legal
    
    242
    
    
    5,232Stock transfer/shareholder/proxy/filing fees
    
    55
    
    
    2,591Other professional
      fee/filings
    
    608
    
    
    -Rent
    
    1,200
    
    
    6,859Utilities
    
    -
    
    
    691Computer network services
    
    -
    
    
    760Computer server/internet fees
    
    896
    
    
    -Advertising/domain registration
    
    7
    
    
    2,800Telephone
    
    2,568
    
    
    20,194Travel, meals and entertainment
    
    1,750
    
    
    1,503Research & development
    
    50
    
    
    644Insurance
    
    7,467
    
    
    7,693Other expenses
    
    4,980
    
    
    3,555$
    124,569
    
    $
    136,681


20

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Selling, general and
administrative expenses decreased during the three month period ended March 31,
2011 to $124,569 as compared to $136,681for the three month period ended March
31, 2010. This decrease is due primarily to lower telephone costs and contract
services, offset by higher wages and employee benefits.

Nine Months Ended March 31, 2011 and 2010

Revenue and Cost of goods sold.

We primarily derive revenue from
our operations by (i) providing technical installation services to the QSR
market and (ii) by charging monthly fees for providing integrated equipment,
monitoring, hosting, labor and other technology services as well as equipment
sales to our customers. Our revenue and cost of goods sold for the nine month
period ended March 31, 2011 and 2010 are outlined in the table below:

Nine months endedMarch 31,2011
    
    
    2010Contract Revenue:Equipment
      license/monitoring fees
    $
    23,122
    
    $
    45,467QSR
    
    534,388
    
    
    -Revenue sharing from
      Teaming Agreement
    
    26,760
    
    
    -Domain/business hosting fees
    
    2,756
    
    
    6,804Other (discounts taken)
    
    (2,532
    )
    
    2,723$
    584,494
    
    $
    54,994Other Revenue:Equipment sales
    $
    18,091
    
    $
    26,636IT
      Services
    
    20,146
    
    
    19,146$
    38,237
    
    $
    45,782Revenue
    $
    622,731
    
    $
    100,776Cost
      of goods sold - Equipment
    
    (12,702
    )
    
    (17,333
    )Cost of goods sold  QSR
    
    (330,024
    )
    
    -$
    280,005
    
    $
    83,443


Our revenues for the nine month
period ended March 31, 2011 increased to $622,731 as compared to $100,776 for
the nine month period ended March 31, 2010 as we have started to focus on the
QSR part of our business. During the nine months ended March 31, 2011, we
serviced 273 locations.

Selling, general and administrative expenses.

Our selling, general and
administrative expenses for the nine month period ended March 31, 2011 and 2010
are outlined in the table below:

21

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Nine months endedMarch 31,2011
    
    
    2010Wages & employee benefits
    $
    145,894
    
    $
    163,636Contract services
    
    19,005
    
    
    112,687Board Fees
    
    37,500
    
    
    37,500Accounting, audit and tax expenses
    
    28,500
    
    
    28,000Legal
    
    1,728
    
    
    17,439Stock transfer/shareholder/proxy fees
    
    1,520
    
    
    7,709Other professional fees/filings
    
    2,102
    
    
    -Rent
    
    982
    
    
    17,600Utilities
    
    8,855
    
    
    15,874Computer network services
    
    720
    
    
    1,465Computer server/internet fees
    
    1,843
    
    
    2,288Advertising/domain registration
    
    221
    
    
    4,471Telephone
    
    11,467
    
    
    47,224Travel, meals and entertainment
    
    5,855
    
    
    8,152Research & development
    
    2,174
    
    
    1,364Insurance
    
    19,074
    
    
    17,385Other expenses
    
    (12,915
    )
    
    14,978$
    274,525
    
    $
    497,772


Selling, general and
administrative expenses for the nine month period ended March 31, 2011 decreased
by 45% as compared to the comparative period in 2010 primarily due to lower
third party contract services expenses. Other expenses included $21,556 of bad
debts written off, offset by approximately $45,000 gain on the settlement of our
long term debt.

Liquidity and Capital Resources

Our primary liquidity needs are
to fund our working capital requirements and future capital expenditures. Our
ability to continue as a going concern is dependent upon obtaining additional
working capital to develop our business operations. We intend to use borrowings
and security sales to mitigate the effects of our cash position; however, due to
current conditions in the debt and equity markets, no assurance can be given
that debt and/or equity financing, if and when required, will be available.



Working Capital
    
    
    
    
    
    
    
    PercentageMarch 31,
    
    
    June 30,
    
    
    Increase/2011
    
    
    2010
    
    
    (Decrease)Current Assets
    $
    484,801
    
    $
    137,322Current Liabilities
    
    1,713,632
    
    
    1,327,027Working Capital (deficit)
    $
    (1,228,831
    )
    $
    (1,189,705
    )
    
    (3.3%
    )


22

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Cash Flows
    
    Nine months endedMarch 31,
    
    
    March 31,2011
    
    
    2010Net cash (used in) operating
      activities
    $
    (229,217
    )
    $
    (487,759
    )Net cash (used in) by investing activities
    
    (9,777
    )
    
    (15,915
    )Net cash flow provided by
      (used in) financing activities
    
    213,286
    
    
    467,745Increase (decrease) in cash and cash
      equivalents
    $
    (25,708
    )
    $
    (35,929
    )


Our cash on hand at March 31,
2011 was approximately $9,000. We have made a concentrated effort over the past
year to continue to reduce our selling, general and administrative expenses,
which had a cash burn rate of approximately $40,000 per month during the three
months ended March 31, 2011. Over the long term we may require additional funds
in order to hire additional contractors and book travel arrangements far enough
in advance to utilize discount rates, to scale up to meet the demand of the
master subcontract agreement with Insight. We anticipate relying on cash flows
from operations, equity offerings, and debt financing for such expansion.

Contractual Obligations

As a smaller reporting company,
we are not required to provide tabular disclosure obligations.

Going Concern

Our ability to continue as a
going concern is dependent upon our obtaining additional working capital to
develop business operations. We intend to use borrowings and equity sales to
mitigate the effects of our cash position; however, no assurance can be given
that debt or equity financing, if and when required, will be available.

Off-Balance Sheet Arrangements

We have no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About
Market Risks

As a smaller reporting company,
we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with
the participation of our management, including our principal executive officer,
principal financial officer and principal accounting officer, we have conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined under the Securities and Exchange Act of
1934, as amended, as of the end of the period covered by this report. Based
on this evaluation, our principal executive officer, principal financial officer
and principal accounting officer concluded as of March 31, 2011 that our
disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial
Reporting

There have been no changes in our
internal controls over financial reporting that occurred during the quarter
ended March 31, 2011 that have materially or are reasonably likely to materially
affect, our internal controls over financial reporting.

23

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Much of the information included
in this report includes or is based upon estimates, projections or other
forward-looking statements. Such forward-looking statements include any
projections or estimates made by us and our management in connection with our
business operations. While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions, or other future performance suggested herein. We undertake no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of such statements. Such estimates,
projections or other forward-looking statements involve various risks and
uncertainties as outlined below. We caution readers of this report that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements. In evaluating us, our business and any investment
in our business, readers should carefully consider the following factors.

Our new business operations will be subject to a number of
risks and uncertainties, including those set forth below:

Risks Related To Our Business

We will require significant additional financing, the
availability of which cannot be assured, and if we are unable to obtain such
financing, our business may fail.

Our business plan calls for significant expenses necessary to
continue the development of our business and expand our position in the market.
There is no assurance that actual cash requirements will not exceed our
estimates. We may need to raise additional funds to:

- support our planned growth;
- develop or enhance new and existing security products;
- increase our marketing efforts;
- acquire complementary businesses, security products or technologies;
  and/or
- respond to competitive pressures or unanticipated requirements.

We have not yet achieved sustainable positive cash flows. As
such, we will depend to a large extent on outside capital over the near-term to
fund our capital needs. Such outside capital may be obtained from additional
debt and or equity financing. We do not currently have any arrangement for
financing and there is no assurance that capital will be available to meet our
operating costs or, if the capital is available, that it will be on terms
acceptable to us. The issuance of additional equity securities by us would
result in a dilution in the equity interests of our current shareholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments. If we are unable to obtain
financing in the amounts and on terms deemed acceptable to us, we may be unable
to implement our business and growth strategies, respond to changing business or
economic conditions, withstand adverse operating results, consummate desired
acquisitions or compete effectively.

24



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We operate in a highly-competitive industry and our failure
to compete effectively may adversely affect our ability to generate revenue.

We are aware of similar security products and services which
compete directly with our security products and services and some of the
companies developing these security products and services have significantly
greater financial, technical and marketing resources, larger distribution
networks, and generate greater revenue and have greater name recognition than
us. These companies may develop security products superior to those of our
company. Such competition will potentially affect our chances of achieving
profitability, and ultimately adversely affect our ability to continue as a
going concern.

Some of our competitors conduct more extensive promotional
activities and offer lower prices to customers than we do, which could allow
them to gain greater market share or prevent us from increasing our market
share. In the future, we may need to decrease our prices if our competitors
continue to lower their prices. Our competitors may be able to respond more
quickly to new or changing opportunities, technologies and customer
requirements.

To be successful, we must carry out our business plan,
establish and strengthen our brand awareness through marketing, effectively
differentiate our product line from those of our competitors and build our
distribution network. To achieve this we may have to substantially increase
marketing and research and development in order to compete effectively. Such
competition will potentially affect our chances of achieving profitability, and
ultimately adversely affect our ability to continue as a going concern.

Rapid technological changes in our industry could render our
security products or services non-competitive or obsolete and consequently
affect our ability to generate revenues.

We will derive all of our revenues from the sale, licensing or
leasing of our security products and services. Such security products and
services are characterized and affected by rapid technological change, evolving
industry standards and regulations and changing client preferences. Our success
will depend, in significant part, upon our ability to make timely and
cost-effective enhancements and additions to our technology and to introduce new
security products and services that meet customer demands. We expect new
security products and services to be developed and introduced by other companies
that compete with our security products and services. The proliferation of new
and established companies offering similar security products and services may
reduce demand for our particular security products and services. There can be no
assurance that we will be successful in responding to these or other
technological changes, to evolving industry standards or regulations or to new
security products and services offered by our current and future competitors. In
addition, we may not have access to sufficient capital for our research and
development needs in order to develop new security products and services.

We could lose our competitive advantages if we are not able
to protect our proprietary technology and intellectual property rights against
infringement, and any related litigation could be time-consuming and costly.

Our success and ability to compete depends in part on our
proprietary technology incorporated in our security products. If any of our
competitors copy or otherwise gain access to our proprietary technology or
develop similar technologies independently, we would not be able to compete as
effectively. We consider our technologies invaluable to our ability to continue
to develop and maintain the goodwill and recognition associated with our brand.
The measures we take to protect our technologies, and other intellectual
property rights, which presently are based upon registered trademarks in
addition to trade secrets, may not be adequate to prevent their unauthorized
use.

Although we rely, in part, on contractual provisions to protect
our trade secrets and proprietary know-how, there is no assurance that these
agreements will not be breached, that we would have adequate remedies for any
breach or that our trade secrets will not otherwise become known or be
independently developed by competitors. Further, the laws of foreign countries
may provide inadequate protection of intellectual property rights. We may need
to bring legal claims to enforce or protect our intellectual property rights.
Any litigation, whether successful or unsuccessful, could result in substantial
costs and a diversion of corporate resources. In addition, notwithstanding any
rights we have secured to our intellectual property, other persons may bring
claims against us claiming that we have infringed on their intellectual property
rights, including claims that our intellectual property rights are not valid.
Adverse determinations in litigation in which we may become involved could
subject us to significant liabilities to third parties, require us to grant
licenses to or seek licenses from third parties and prevent us from
manufacturing and selling our security products. Any claims against us, with or
without merit, could be time-consuming and costly to defend or litigate, divert
our attention and resources, result in the loss of goodwill associated with our
trademarks or require us to make changes to our technologies. Furthermore, we
cannot assure you that any pending patent application made by us will result in
an issued patent, or that, if a patent is issued, it will provide meaningful
protection against competitors or competitor technologies.

25

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We may not be able to hire and retain qualified personnel to
support our growth and if we are unable to retain or hire such personnel in the
future, our ability to improve our security products and services and implement
our business objectives could be adversely effected.

To continue to grow, we will need to recruit additional senior
management personnel, including persons with financial and sales experience. In
addition, we must hire, train and retain a significant number of other skilled
personnel, including persons with experience in sales and marketing. We have
encountered competition for these personnel. We may not be able to find or
retain qualified personnel, which may have a material adverse impact on our
business.

We have a history of losses and negative cash flows, which
is likely to continue unless our security products gain sufficient market
acceptance to generate a commercially viable level of sales.

Although we anticipate that we will be able to start generating
increased revenues during the next 12 months, we also expect an increase in
development and operating costs. Consequently, we expect to incur operating
losses and net cash outflows unless and until our existing security products and
services, and or any new security products that we may develop or acquire, gain
market acceptance sufficient to generate a commercially viable and sustainable
level of sales.

We may be dependent upon third party manufacturers to
produce our security products. We could be adversely affected by an increase in
our manufacturers services or a significant decline in our manufacturers
financial condition. As a result, our business may fail and investors may lose
their entire investment.

As a quality assurance and efficiency measure, we plan to
manufacture our own security products and additionally contract some
manufacturing to third parties. We could be adversely affected by an increase in
our manufacturers prices of manufacturing services or a significant decline in
our manufacturers financial condition. If the relationships with any one of our
manufacturers is terminated and we are not successful in establishing a
relationship with an alternative manufacturer who offers similar services at
similar prices, our results of operations could be adversely affected, our
business may fail and investors may lose their entire investment.

The limitation of any one of our manufactures available
manufacturing capacity due to significant disruption in their manufacturing
operation could have a material adverse effect on sales revenue and results of
operations and financial condition.

We will be dependent upon third party manufacturers to produce
some of our security products. If production at any one of our manufacturers
manufacturing plant is disrupted for any number of reasons, manufacturing yields
may be adversely affected and we may be unable to meet our customers
requirements. Consequently, our customers may purchase security products from
our competitors. This could result in a significant loss of revenues and damage
to our customer relationships, which could materially adversely affect our
business, results of operations or financial condition.

26

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Unless we can establish significant sales of our current
security products and services, our potential revenues may be significantly
limited.

We expect that a substantial portion, if not all, of our future
revenue will be derived from the licensing of our security products and
services. We expect that these security products and services and their
extensions and derivatives will account for a majority, if not all, of our
revenue for the foreseeable future. The successful introduction and broad market
acceptance of our security products - as well as the development, introduction
and market acceptance of any future enhancements - are, therefore, critical to
our future success and our ability to generate revenues. Unfortunately, there
can be no assurance that we will be successful in marketing our current product
offerings, or any new product offerings, applications or enhancements. Failure
to achieve broad market acceptance of our security products, as a result of
competition, technological change, or otherwise, would significantly harm our
business.

There is a high risk of business failure due to the fact
that we have not commenced commercial operations with positive cash
flow.

Although we are in the early stages of developing and
implementing the commercialization of our security products and services, there
is no assurance that we will be able to successfully develop sales of our
security products and services. Thus we have no way of evaluating whether we
will be able to operate the business successfully, and there is no assurance
that we will be able to achieve profitable operations.

Potential investors should be aware of the difficulties
normally encountered in developing and commercializing new security products and
the high rate of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the commercialization process that we plan
to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to development, manufacture and financing of our
security products. If we are unsuccessful in addressing these risks, our
business will most likely fail.

If we fail to effectively manage our growth our future
business results could be harmed and our managerial and operational resources
may be strained.

As we proceed with the commercialization of our security
products and services, we expect to experience significant and rapid growth in
the scope and complexity of our business. We will need to add staff to market
our security services, manage operations, handle sales and marketing efforts and
perform finance and accounting functions. We will be required to hire a broad
range of additional personnel in order to successfully advance our operations.
This growth is likely to place a strain on our management and operational
resources. The failure to develop and implement effective systems, or to hire
and retain sufficient personnel for the performance of all of the functions
necessary to effectively service and manage our potential business, or the
failure to manage growth effectively, could have a materially adverse effect on
our business and financial condition.

Our security products and services may become obsolete and
unmarketable if we are unable to respond adequately to rapidly changing
technology and customer demands.

Our industry is characterized by rapid changes in technology
and customer demands. As a result, our security products and services may
quickly become obsolete and unmarketable. Our future success will depend on our
ability to adapt to technological advances, anticipate customer demands, develop
new security products and services and enhance our current security products and
services on a timely and cost-effective basis. Further, our security products
and services must remain competitive with those of other companies with
substantially greater resources. We may experience technical or other
difficulties that could delay or prevent the development, introduction or
marketing of new security products and services or enhanced versions of existing
security products and services. Also, we may not be able to adapt new or
enhanced security products or services to emerging industry standards, and our
new security products or services may not be favorably received.

27

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Demand for our security products and services might be
insufficient for us to become profitable.

We cannot predict with certainty the potential consumer demand
for our security products or services or the degree to which we will meet that
demand. If demand for our security products or services do not develop as
expected and achieve consumer market acceptance, we might not be able to
generate enough revenue to become profitable or to sustain our operations. We
plan to target the sale of our security products and services to four primary
customer groups; agricultural, commercial, government, and residential. We have
based our strategy to target these consumers on a number of assumptions, some or
all of which could prove to be incorrect. Even if markets for our service
develop, we could achieve a smaller share of these markets than we currently
anticipate.

Risks Related To Our Common Stock

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because our operations have been financed through
the sale of equity securities, a decline in the price of our common stock could
be especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If the stock price declines,
there can be no assurance that we can raise additional capital or generate funds
from operations sufficient to meet our obligations. We believe the following
factors could cause the market price of our common stock to continue to
fluctuate widely and could cause our common stock to trade at a price below the
price at which you purchase your shares of common stock:

- actual or anticipated variations in our quarterly operating results;
- announcements of new services, products, acquisitions or strategic
  relationships by us or our competitors;
- changes in accounting treatments or principles;
- changes in earnings estimates by securities analysts and in analyst
  recommendations; and
- general political, economic, regulatory and market conditions.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, could materially adversely affect the
market price of our common stock.

If we issue additional shares of common stock in the future,
it will result in the dilution of our existing shareholders.

Subsequent to shareholder approval at our November 4, 2009
annual meeting, our certificate of incorporation authorizes the issuance of
200,000,000 shares of common stock. Our board of directors has the authority to
issue additional shares of common stock up to the authorized capital stated in
the certificate of incorporation. Our board of directors may choose to issue
some or all of such shares of common stock to acquire one or more businesses or
to provide additional financing in the future. The issuance of any such shares
of common stock will result in a reduction of the book value or market price of
the outstanding shares of our common stock. If we do issue any such additional
shares of common stock, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change of control of our corporation.

If a market for our shares of common stock does not develop,
shareholders may be unable to sell their shares of common stock.

There is currently a limited market for our common stock, which
trades through the Over-the-Counter Bulletin Board quotation system. Trading of
stock through the Over-the-Counter Bulletin Board is frequently thin and highly
volatile. There is no assurance that a sufficient market will develop in the
stock, in which case it could be difficult for shareholders to sell their stock.

28

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Trading of our stock may be restricted by the Securities and
Exchange Commissions penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements, which may limit a stockholders ability to
buy and sell our shares of common stock.

In addition to the penny stock rules described above, the
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative
low-priced securities to their non-institutional customers, broker-dealers must
make reasonable efforts to obtain information about the customers financial
status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some
customers. FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

Other Risks

Trends, Risks and Uncertainties.

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of the risk factors before making an investment decision with
respect to our common stock.

We may be unable to continue as a going concern in which
case our securities will have little or no value.

Our independent auditors have noted in their report concerning
our financial statements as of June 30, 2010 that we have incurred substantial
losses since inception, which raises substantial doubt about our ability to
continue as a going concern. In the event we are not able to continue operations
you will likely suffer a complete loss of your investment in our securities.

29

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Our By-laws contain provisions indemnifying our officers and
directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the
indemnification of our officers and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of his being or having been one
of our directors or officers.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-K

|Exhibit | Description                                                                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                              
|(3)     | Articles of Incorporation
      and Bylaws                                                                                                                                                                                                                   
|3.1     | Articles of Incorporation (incorporated by
      reference from our Registration Statement on Form SB-2 filed on August 2,
      2004).                                                                                                                      
|3.2     | By-laws (incorporated by reference from our Registration
      Statement on Form SB-2 filed on August 2, 2004).                                                                                                                                              
|3.3     | Certificate of Change filed with the Nevada Secretary of
    State on December 1, 2009 and filed on Form 10-Q on February 12, 2010.                                                                                                                          
|(4)     | Instruments Defining the Rights of Security Holders,
      Including Indentures                                                                                                                                                                              
|4.1     | 2005 Stock Option Plan of HS3 Technologies, Inc.
      (incorporated by reference from our Current Report on Form 8-K filed on
      November 10, 2005).                                                                                                     
|(10)    | Material Contracts                                                                                                                                                                                                                                           
|10.1    | Share Purchase Agreement dated March 5, 2005 among Zeno
      Inc., Linda Smith, Acropolis Investment Holdings, LLC and Gregory S. Yanke
      Law Corporation (incorporated by reference from our Current Report on Form
      8-K filed on March 10, 2005).
|10.2    | Asset Purchase Agreement dated August 31, 2005, between
      Zeno Inc. and IP-Colo, Inc. (incorporated by reference from our Current Report on
  Form 8-K filed on September 16, 2005).                                                                     
|10.3    | Surveillance Installment and Training Agreement dated
      December 20, 2005 (incorporated by reference from our Current Report on Form 8-K filed
      December 23, 2005).                                                                                 

30

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|Exhibit | Description                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                          
|10.4    | Partnership Agreement with Wright-Hennepin Cooperative
      Electric Association (incorporated by reference from our Current Report on
      Form 8-K filed on June 11, 2007).          
|10.5    | Distribution Agreement with Autostar Technology Private
      Limited (incorporated by reference from our Current Report on Form 8-K
      filed on April 4, 2007).                      
|10.6    | Warrant Purchase Agreement dated November 6, 2007
      (incorporated by reference from our Current Report on Form 8-K filed on
      November 20, 2007).                                
|10.7    | Agreement with the American Humane Association
      (incorporated by reference from our Current Report on Form 8-K filed on
      August 14, 2008)                                      
|10.16   | Master Subcontract Agreement effective December 10, 2010
      with Insight Direct USA, Inc.  (incorporated by reference from
      our Current Report on Form 8-K filed April 28, 2011) 
|10.17   | Teaming Agreement and Employment Agreement dated February
      1, 2011 with Chester Gilliam  (incorporated by reference from
      our Current Report on Form 8-K filed April 28, 2011).
|(14)    | Code of Ethics                                                                                                                                                                           
|14.1    | Code of Ethics and Business Conduct (incorporated by
      reference from our Annual Report on Form 10-KSB filed on October 10,
      2007).                                             
|21      | Subsidiaries of the Registrant                                                                                                                                                           
|21.1    | Ip-Colo, Inc.                                                                                                                                                                            
|31      | Section 302 Certifications                                                                                                                                                               
|31.1    | Section 302 Certification (filed herewith).                                                                                                                                              
|(32)    | Section 906
      Certification                                                                                                                                                          
|32.1    | Section 906 Certification (filed herewith).                                                                                                                                              

31

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                    | HS3
      TECHNOLOGIES, INC.                           
|------------------- | -------------------------------------------------------
|                    | (Registrant)                                           
|                    |                                                        
|                    |                                                        
|Dated: May 16, 2011 | /s/
      Mark Lana                                    
|                    | Mark Lana                                              
|                    | Chief Executive Officer and Director                   
|                    | (Principal Executive Officer, Principal
      Financial
|                    | Officer and Principal Accounting Officer)              

32

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