UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HS3 Technologies, Inc.
--------------
(Name of Issuer)
Common Stock, no par value
----------------------------
(Title of Class of Securities)
40430N 20 4
------------
(CUSIP Number)
Aaron Lamkin, Manager
The Regency Group, LLC
4600 S Ulster St. Suite 975
Denver, CO 80237
--------------------------------------------
(Name and Address of Person Authorized to
Receive Notices and Communications)
December 11, 2007
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
--------------------------
Page 2 of 6 Pages
--------------------------
---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
The Regency Group, LLC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 76-0711716
---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS PF AND O
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
---------------------------------------------------------------------------
7 SOLE VOTING POWER
INCLUDING OPTIONS 1,896,436*
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH INCLUDING OPTIONS 1,896,436*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
* Jeff Koslosky, a 10% or greater owner of The Regency Group, LLC, owns 60,000
shares of stock in his personal name.
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,896,436
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
Excludes shares owned by individual members of The Regency Group, LLC
totaling 60,000 shares
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.78%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON OO
---------------------------------------------------------------------------
--------------------------
Page 3 of 6 Pages
--------------------------
Item 1. Security and Issuer.
This Statement relates to common shares of HS3 Technologies, Inc. (the
Issuer). The principal executive offices of the Issuer are located at 1800
Boulder Street, Suite 600, Denver, Colorado 80211-6400.
Item 2. Identity and Background.
(a) This statement on Schedule 13d is being filed on behalf of The Regency
Group,LLC
(b) The Regency Group, LLC's business address is 4600 S Ulster St, Ste 975
Denver, CO 80237.
(c) The Regency Group, LLC is a Colorado Limited Liability Company. Its
principal business is investment.
(d) The Regency Group,LLC. has not,during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Regency Group, LLC. has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Regency Group, LLC is a Colorado Limited Liability Company.
Item 3. Source and Amount of Funds or Other Consideration.
The Regency Group, LLC, acquired 600,000 shares as payment for consulting
services rendered to the Issuer, pursuant to a consulting agreement with the
issuer. The shares were not delivered to and received by The Regency Group, LLC
until April 9, 2008.
The Regency Group, LLC acquired 1,231,811 shares of common stock of the
Issuer pursuant to a conversion of $123,181.10 of debt for cash advanced owed by
the issuer at a conversion price of $0.10 per share.
The Regency Group, LLC owns 64,625 shares acquired in open market transactions.
Item 4. Purpose of Transaction
The Regency Group, LLC converted the debt into equity based on the issuers
suggestion that this would help them to raise additional capital and help with
ongoing business.
Reporting entity received 600,000 shares pursuant to a consulting agreement
with the issuer.
--------------------------
Page 4 of 6 Pages
--------------------------
The Regency Group, LLC does not currently have any new plans or proposals,
either individually or collectively with another person or company, which
relates to or would result in any actions enumerated in subsections (a) to (j)
of Form 13D.
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of HSTH common stock reported below
are based on the statement that as of February 15, 2008 record date, there were
32,825,802 shares of Common Stock issued and outstanding.
(a) The Regency Group, LLC beneficially owns or may be deemed to
beneficially own 1,896,436 shares of HSTH common stock.*
--------------------------
Page 5 of 6 Pages
--------------------------
(b) For information regarding the number of shares of HSTH common stock as
to which The Regency Group, LLC holds or shares or may be deemed to
hold, reference is made to items (7) - (12) of the cover page or
this statement on Schedule 13D.*
(c) Other than the purchases as set forth herein, there have been no other
transactions in shares of HSTH common stock effected by The Regency
Group, LLC during the past 60 days.
(d) No person other than The Regency Group, LLC has the right to receive
or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of The Regency Group, LLC common stock
reported as being beneficially owned (or which may be deemed to be
beneficially owned) by The Regency Group, LLC.
(e) Not applicable.
* Individual members of The Regency Group, LLC reporting entity own on aggregate
of 60,000 shares in their individual names.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Regency Group, LLC has no contracts, arrangements, understandings or
relationships (legal or otherwise) with other persons with respect to the
securities of HSTH, other than as described in this statement on Schedule 13d.
Item 7. Material to be Filed as Exhibits.
None.
--------------------------
Page 6 of 6 Pages
--------------------------
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 16, 2008
/s/ Aaron Lamkin
-------------------------------
Aaron Lamkin