UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934Date of Report (Date of earliest event reported) April 27, 2010HS3 TECHNOLOGIES INC.(Exact name of registrant as specified in its charter)Nevada(State or other jurisdiction of incorporation)001-32289(Commission File Number)20-3598613(IRS Employer Identification No.)1800 Boulder Street – Suite 600, Denver, Colorado, USA 80211(Address of principal executive offices and Zip Code)(303) 455-2550Registrant's telephone number, including area codeN/A(Former name or former address, if changed since last report)20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 10, 2010

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

Nevada
(State or other jurisdiction of incorporation)

001-32289
(Commission File Number)

20-3598613
(IRS Employer Identification No.)

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

(303) 455-2550
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)

Item 1.01 Entry into a Material Definitive Agreement

OnEffective ~~March~~December 410, ~~2011~~2010 we ~~announced~~entered ~~that~~into ~~Mr.~~a ~~Gilliam~~Master ~~had signed a~~Subcontract ~~letter~~ Agreement ofwith ~~intent~~Insight ~~for~~Direct ~~the~~USA, ~~acquisition~~Inc., ofan ~~WizardWorks~~Illinois bycorporation, ~~our~~and ~~company.~~its Inaffiliate ~~furtherance~~ Calence, ofLLC ~~the~~dba ~~transaction~~Insight ~~contemplated~~Networking, ina ~~the~~Delaware ~~letter~~limited ofliability ~~intent,~~corporation. Pursuant onto ~~April 27~~the agreement, ~~2011~~ our company ~~entered~~will ~~into~~be a ~~Teaming~~master ~~Agreement~~provider of technical and ~~Employment~~installation ~~Agreement (the~~services ~~“Agreement”)~~to ~~with~~an ~~Chester~~internationally A.renowned ~~Gilliam~~QSR ~~and~~chain. ~~his~~Our company’s efforts ~~WizardWorks~~have ~~Security Systems~~been ~~Inc.~~refocused (toward the ~~“Subcontractor”)~~services required by the QSR. Under the terms ~~Agreement~~of the ~~Subcontractor~~agreement with Insight our company will provide usInsight with ~~products and~~ IT services set ~~out~~forth in ~~the~~any ~~Agreement~~statement ~~(the~~of ~~“Program”) and~~work ~~our~~issued ~~company~~by ~~will~~Insight. ~~compensate~~Each ~~the Subcontractor for participation in the~~statement ~~Program~~ of bywork ~~providing~~is a ~~$360,000~~separate ~~bonus~~agreement ~~and~~that ~~the~~identifies ~~concurrent~~a ~~issuance~~specific ofscope ~~500,000 shares~~ of ~~our~~work ~~company’s~~to be ~~common~~performed ~~stock~~by asour ~~follows:~~company.

~~The~~Under ~~$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~~our ~~continue for one year increments until paid. Our~~ company’s ~~has~~duties ~~the~~include: ~~sole right to accelerate payments to reach the agreed $360,000 at any time during the term.~~

~~The~~participating ~~issuance~~in ofmeetings ~~500,000~~with ~~shares~~Insight ofand ~~our~~clients ~~company’s~~for ~~common~~whom ~~stock~~we ~~on execution~~are ofperforming ~~the Agreement~~services;
Inkeeping ~~consideration~~Insight ~~for~~informed ~~the above, our company will receive, record, and dispense all revenue from WizardWorks~~ as ofto ~~January~~progress ~~1, 2011~~ and ~~may invoice~~any ~~customers~~delays ~~under~~in ~~the WizardWorks name or~~ our ~~company’s name.~~services;
Atproviding ~~the~~Insight ~~completion~~with ofany ~~the~~operational ~~bonus~~information, ~~payments~~on request, ~~our~~including time ~~company~~sheets, ~~has~~installation ~~the right~~scripts, toperformance ~~assume~~logs, ~~the~~survey ~~WizardWorks~~information, ~~name~~or inventory ~~and~~records ~~logo~~related ~~for~~to ~~$1.00.~~its performance;
~~Our~~make ~~company~~a ~~will~~good ~~pay~~faith ~~the~~effort ~~Subcontractor~~to ~~$400~~reach ~~per~~mutually ~~month~~acceptable ~~rent~~provisions ~~for~~and ~~the~~ adjustments ~~uses~~with ofany ~~the~~statement ~~Subcontractor’s~~of ~~premises.~~work ~~Upon~~to ~~thirty~~meet ~~day~~client ~~written~~requirements ~~notice we may vacate premises, remove all equipment~~ and ~~terminate the rental arrangement.~~ expectations;

Item 9.01	Financial Statements and Exhibits
10.1	Teaming and Employment Agreement

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.

Item 9.01	Financial Statements and Exhibits
10.1	Master Subcontract Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HS3 TECHNOLOGIES INC.

/s/ “Mark Lana” Mark Lana CEO Dated: April 2728, 2011

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