Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DICKEY WILLIAM S
   2. Issuer Name and Ticker or Trading Symbol
HS3 TECHNOLOGIES INC. [HSTH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
6130 S. ELM CT.		 3. Date of Earliest Transaction (Month/Day/Year)
02/03/2010
(Street)

CENTENNIAL, CO 80121		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares               18,500,000 D  
Common Shares (1) 02/03/2010   A   600,000 A (1) 19,100,000 D  
Common Shares (2) 06/24/2011   C   3,421,000 A $ 0.0444 22,521,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note (3) $ 0.1               (3)   (3) Common Shares 7,000,000   7,000,000 D  
Convertible Note (4) $ 0.05               (4)   (4) Common Shares 6,000,000   6,000,000 D  
Convertible Note (2) $ 0.0444 06/24/2011   C     3,421,000   (2)   (2) Common Shares 3,421,000 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DICKEY WILLIAM S
6130 S. ELM CT.
CENTENNIAL, CO 80121		     X    

Signatures

 William S. Dickey   07/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On February 3, 2010 the Issuer issued 600,000 shares to Mr. Dickey for financial services performed.
(2) On June 24, 2011, the Issuer and Mr. Dickey entered into a debt settlement and subscription agreement wherein Mr. Dickey agreed to subscribe for 3,421,000 shares of common stock of the Issuer at a purchase price of $0.04445 per share, or $152,065.28, exercisable on demand. In lieu of a cash payment to the Issuer, the shares of common stock were issued to Mr. Dickey as payment of an outstanding debt owed to Mr. Dickey in the amount of $152,065.28 as full payment of the debt owed.
(3) The Convertible Note was issued pursuant to a debt conversion agreement dated February 1, 2009 in the amount of $700,000. The proceeds are payable on demand.
(4) The Convertible Note was issued pursuant to the balance of a debt conversion agreement dated November 6, 2009 in the amount of $300,000. The proceeds are payable on demand.

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