UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

      For the quarterly period ended   September 30, 2005
                                     ----------------------

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

      For the transition period                  to
                               ------------------   -------------------

      Commission File Number    001-32289
                            -----------------

                             HS3 TECHNOLOGIES, INC.
      --------------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)

          Nevada                                20-3598613
---------------------------------       ---------------------------
(State or other jurisdiction of       (IRS Employer Identification No.)
incorporation or organization)

1800 Boulder Street, Suite 600
Denver, Colorado                                        80211
----------------------------------------      -------------------------
(Address of principal executive offices)             (Zip Code)


Issuer's telephone number, including area code:      303-455-2550
                                                -----------------------
                 Zeno Inc., 220 Decourcy Drive, Gabriola Island,
                            British Columbia V0R 1X1
    -----------------------------------------------------------------------
(Former  name,  former  address  and  former  fiscal year, if changed since last
report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [ ]Yes [X]No

State the number of shares outstanding of each of the issuer's classes of common
stock, after the acquisition there are: 68,353,480 shares of $0.001 par value
common stock outstanding as of November 21, 2005.


<page>




                                   ZENO, INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                             September 30, 2005 and 2004

                             (Stated in US Dollars)



<page>



                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                             (Stated in US Dollars)


<TABLE>
<CAPTION>
                                                                                       September 30,       March 31,
                                                       ASSETS                             2005                2005
                                                       ------                             ----                ----
                                                                                      (Unaudited)          (Audited)
<S>                                                                                <C>                 <C>
Current
    Cash                                                                           $               -   $               -
                                                                                   =================   =================

                                                                     LIABILITIES

Current
    Accounts payable and accrued liabilities                                       $          38,313   $          14,851
                                                                                   -----------------   -----------------

                                            STOCKHOLDERS' EQUITY (DEFICIENCY)

Capital stock - Note 4 Authorized:
            75,000,000  common shares, par value $0.001 per share
    Issued and outstanding:
             5,971,000  common shares (2004:  5,971,000)                                       5,971               5,971
Additional paid in capital                                                                    21,879              21,879
Deficit accumulated during the pre-exploration stage                                         (66,163)            (42,701)
                                                                                   -----------------   -----------------

                                                                                             (38,313)            (14,851)
                                                                                   -----------------   -----------------

                                                                                   $               -   $               -
                                                                                   =================   =================
</TABLE>
Nature and Continuance of Operations - Note 1



                             SEE ACCOMPANYING NOTES

<PAGE>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
           for the six months ended September 30, 2005 and the period
           January 28, 2003 (Date of Incorporation) to September 30,
                                      2005
                             (Stated in US Dollars)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                        January 28,
                                                                                                       2003 (Date of
                                                                                                      Incorporation)
                                                                         Six months ended                   to
                                                                           September 30,               September 30,
                                                                      2005               2004              2005
                                                                      ----               ----              ----
<S>                                                            <C>                <C>                 <C>
Expenses
    Accounting and audit fees                                  $          11,013  $           1,474   $          25,088
    Bank charges                                                               -                 44                 282
    Legal fees                                                            10,000                  -              22,500
    Listing and filing fees                                                2,449                  -               4,154
    Management fees - Note 5                                                   -                  -               7,125
    Office and rent - Note 5                                                   -                  -               2,817
    Resource property costs                                                    -                  -               4,197
                                                               -----------------  -----------------   -----------------

Net loss for the period                                        $         (23,462) $          (1,518)  $         (66,163)
                                                               =================  =================   =================


Basic and diluted loss per share                               $           (0.04) $           (0.00)
                                                               =================  =================

Weighted average number of shares outstanding                          5,971,000          5,971,000
                                                               =================  =================
</TABLE>

                             SEE ACCOMPANYING NOTES

<PAGE>
                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                               INTERIM STATEMENTS
                        OF CASH FLOWS for the six months
               ended September 30, 2005 and the period January 28,
               2003 (Date of Incorporation) to September 30, 2005
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                          January 28,
                                                                                                         2003 (Date of
                                                                                                        Incorporation)
                                                                       Six months ended                      to
                                                                         September 30,                  September 30,
                                                                     2005                2004                2005
                                                                     ----                ----                ----
  <S>                                                         <C>                 <C>                 <C>
  Cash Flows used in Operating Activities
      Net loss for the period                                 $         (23,462)  $           (1,518) $         (66,163)
      Adjustment to reconcile net loss to net cash
       used by operating activities
        Advance receivable                                                    -               (1,549)                 -
        Accounts payable and accrued liabilities                         23,462                  820             38,313
                                                              -----------------   ------------------  -----------------

  Net cash used in operating activities                                       -               (2,247)           (27,850)
                                                              -----------------   ------------------  -----------------

  Cash Flows from Financing Activity
      Issuance of common shares                                               -                    -             27,850
                                                              -----------------   ------------------  -----------------

  Net cash from financing activity                                            -                    -             27,850
                                                              -----------------   ------------------  -----------------

  Increase (decrease) in cash during the period                               -               (2,247)                 -

  Cash, beginning of the period                                               -               23,812                  -
                                                              -----------------   ------------------  -----------------

  Cash, end of the period                                     $               -   $           21,565  $
                                                              =================   ==================  =================

  Supplemental disclosure of cash flow information Cash paid for:
        Interest                                              $               -   $                -  $               -
                                                              =================   ==================  =================

        Income taxes                                          $               -   $                -  $               -
                                                              =================   ==================  =================
</TABLE>



                             SEE ACCOMPANYING NOTES

<PAGE>
                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                       INTERIM STATEMENT OF STOCKHOLDERS'
                 EQUITY (DEFICIENCY) for the period January 28,
                  2003 (Date of Incorporation) to September 30, 2005
                             (Stated in US Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                                                            Additional       During the
                                                Common Shares                Paid-in        Exploration
                                      -----------------------------------
                                           Number          Par Value         Capital           Stage            Total
                                      ---------------  ---------------   ---------------  ---------------  ---------------
<S>                                   <C>              <C>               <C>              <C>              <C>
Net loss for the period ended
 March 31, 2003                                     -  $             -   $             -  $        (1,520) $        (1,520)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2003                             -                -                 -           (1,520)          (1,520)

Capital stock issued for cash
 - at $0.001                                5,750,000            5,750                 -                -            5,750
 - at $0.10                                   221,000              221            21,879                -           22,100
Net loss for the year ended
 March 31, 2004                                     -                -                 -           (8,334)          (8,334)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2004                     5,971,000            5,971            21,879           (9,854)          17,996

Net loss for the year ended
 March 31, 2005                                     -                -                 -          (32,847)         (32,847)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2005                     5,971,000            5,971            21,879          (42,701)         (14,851)

Net loss for the period ended
 September 30, 2005                                      -                -                 -     (23,462)         (23,462)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, September 30, 2005                 5,971,000  $         5,971    $       21,879  $       (66,163) $       (38,313)
                                      ===============  ===============   ===============  ===============  ===============
</TABLE>



                             SEE ACCOMPANYING NOTES

<page>

                                   ZENO, INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                               September 30, 2005
                             (Stated in US Dollars)


Note 1        Interim Financial Statements
              ----------------------------
While the information  presented in the accompanying six months to September 30,
2005 interim  financial  statements  is unaudited,  it includes all  adjustments
which  are,  in the  opinion of  management,  necessary  to  present  fairly the
financial position,  results of operations and cash flows for the interim period
presented in accordance with the accounting principles generally accepted in the
United  States  of  America.  In the  opinion  of  management,  all  adjustments
considered  necessary for a fair  presentation  of the results of operations and
financial  position have been included and all such  adjustments are of a normal
recurring  nature.  It is suggested that these  financial  statements be read in
conjunction with the Company's March 31, 2005 financial statements.

              Operating  results for the period ended September 30, 2005 are not
necessarily  indicative  of the results that can be expected for the year ending
March 31, 2006.

Note 2        Continuance of Operations
              -------------------------
The financial  statements have been prepared using generally accepted accounting
principles in the United States of America  applicable for a going concern which
assumes that the Company will realize its assets and discharge  its  liabilities
in the ordinary  course of business.  As at September 30, 2005,  the Company has
accumulated  losses of  $63,163  since its  commencement  and has yet to achieve
profitable  operations.  Its ability to continue as a going concern is dependent
upon the ability of the Company to generate profitable  operations in the future
and/or to obtain the  financing  necessary to meet its  obligations  and pay its
liabilities  arising  from normal  business  operations  when they come due. The
outcome of these matters cannot be predicted with any certainty at this time and
raise  substantial  doubt that the  Company  will be able to continue as a going
concern.  These  financial  statements  do not  include any  adjustments  to the
amounts  and  classification  of assets and  liabilities  that may be  necessary
should the  Company be unable to continue  as a going  concern.  The Company was
incorporated  in the State of Nevada on January 28,  2003. In August 2, 2004 the
company filed Form SB-2  Registration  Statement  prospectus with   the   United
States Securities and  Exchange  Commission  to qualify for the sale by existing
shareholders  of 1,971,000  common  shares at  an   offering  price of $0.10 per
share.  The Company will not receive any  proceeds  from this  offering as these
shares have already been issued.

<page>


Item 2. Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including  the  risks  faced by
undescribed Risk Factors in this section and elsewhere in this annual report.

Item 3.  Controls and Procedures

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This  evaluation was conducted by Mr. Mark Lana, a director of
the Company,  who also acts as the Company's  President and the Chief  Executive
Officer and Mrs.  Lougene Baird, a director who also acts as the Company's Chief
Operating Officer.

Based upon that evaluation,  the Company concluded that the disclosure  controls
and  procedures are  effective.  There have been no  significant  changes in the
Company's  internal  controls or in other  factors,  which  could  significantly
affect  internal  controls  subsequent  to the date the Company  carried out its
evaluation.

Plan of Operation

Our plan of operation for the twelve months  following the date of this quaterly
report is to aquire  IP-Colo  Inc.  (IPC).  IPC is in the  business  of advanced
wireless  technologies,  integrated  with  high-speed  internet via satellite to
provide real-time security and monitoring for many industries.

Following  the closing of the  Agreement  with IPC,  our company  commenced  the
development of the internet services and wireless technology acquired from IPC.

We will provide  customers  with  complete  integrated  solutions to  high-speed
Internet and surveillance  needs. We will supply high-speed  satellite  Internet
access to all locations in the continental  United States. By replacing the need
for copper or fiber-optic telephony equipment in the business or home, customers
cost  savings can be  significant.  We will bring  service for the first time to
areas and  industries  currently  not able to access  high-speed  Internet  cost
effectively.

Our Integrated  operating system provides real-time access through our satellite
network to deliver 24/7 security  information that is available via the Internet
to  authorized  personnel,  with  the  proper  security  clearance.   Additional
biometric technology can be added to ensure user identity interface.

<page>

We will provide satellite Internet broadband access at high-speeds,  web hosting
services,  the  ability to observe  activities  around  remote  facilities  with
digital IP cameras,  as well as advanced  biometrics for time and attendance and
access control.

Results Of Operations for Six-Month Period Ended September 30, 2005

We incurred total operating  expenses in the amount of $23,462 for the six-month
period  ended  September  30,  2005,  as compared to $1,518 for the  comparative
period in 2004.  During the six months ended  September  30,  2005,  we incurred
$11,013 in  accounting  and audit  fees  (2004:  $1,474),  $10,000 in legal fees
(2004: Nil) and $2,449 in management fees (2004: Nil). At quarter end, we had no
assets and  liabilities  of $38,313  consisting of accounts  payable and accrued
liabilities.

Subsequent  to the period,  we completed a split of our share  capital such that
every  issued  and  outstanding  share of  common  stock  prior to the split was
exchanged for 13 post-split  shares of common stock.  The effective  date of the
split was October 11, 2005. Concurrent with the split, we amended our authorized
share capital so that it now consists of 200,000,000  shares of common stock and
10,000,000 shares of preferred stock, all with a par value of $0.001 per share.

Subsequent  to the period,  we completed  the  acquisition  of IP-Colo,  Inc., a
private  Colorado-based  company that  provides  carrier  co-location,  Internet
protocol/virtual  private  network/wide  area network  services,  voice over IP,
managed hosting services, network services and Internet connectivity.  We issued
1,612,500 shares of our post-split  restricted  common stock in consideration of
the acquisition.


PART II- OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any pending  legal  proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

Item 2.  Changes in Securities

         None.

Item 3. Defaults Upon Senior Securities

         None.

Item 4. Submission of Matters to a Vote of Security Holders

         None.

Item 5. Other Information

         None.

<page>

Item 6. Exhibits and Report on Form 8-K

 31.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002

During the period ended  September 30, 2005,  we filed a current  report on Form
8-K dated  September 16, 2005  announcing  our entry into a material  definitive
agreement with IP-Colo Inc. Subsequent to the acquisition, the company   changed
its name to HS3 Technologies Inc.


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             HS3 Technologies, Inc.

                                             /s/ Mark Lana
                                             --------------------------
                                             Mark Lana
                                             President, Chief Executive
                                             Officer, and Director
                                             Dated: November 21, 2005


                                             HS3 Technologies, Inc.

                                             /s/ Lougene Baird
                                             --------------------------
                                             Lougene Baird
                                             Chief Operating Officer,
                                             Treasurer, principal,
                                             accounting officer and
                                             director
                                             Dated: November 21, 2005