HS3 Technologies Inc. (fka HSTH)

[Renee]

HSTH registration revoked:

https://www.sec.gov/litigation/opinions/2021/34-92687.pdf

[janice shell]

Ohhhhh. Now that you mention it, so have I. Thanks.

[Renee]

The company's Nevada State registration was permanently revoked. I see that type of mention periodically.

[janice shell]

It's an odd one. Did you read the whole thing? Why do they say at the outset that it's a "revoked issuer"?

[Renee]

Thanks, Janice. I missed that one today.

[janice shell]

The SEC went after it it today, but didn't bother to suspend:

https://www.sec.gov/litigation/admin/2020/34-89978.pdf

[Renee]

HSTH is severely delinquent in filing the company's Financials. The stock is at risk of an SEC Suspension and subsequent stock registration revocation.

https://www.sec.gov/cgi-bin/browse-edgar?company=HS3+Technologies+&owner=exclude&action=getcompany

[vega1]

Is this company dead, they don't reply to emails, shareholders left holding nothing. Did they know this was coming, Lana and Morrison.

[jwez]

Something up?

[donslots]

I heard they will be in Phoenix, AZ at a trade show this summer 2012. I may go and check everyone working there if they have a pulse.

[vega1]

I take it that HS3 Technologies is dead from all the silence. No filing, no response to emails, take it that the DTCC has killed the stock. Anyone know anything else, or care.

[vega1]

Why is it that these trades go through-it is criminal that the DTCC
and SEC put this company on hold, yet there are people allowed to play and make profits. What the heck gives here. This really smells. DTCC lets this company trade for 7 years after supposedly infractions, then just up and shut it down. These people should be sued.
Hey Sean, let's hear something.

[SeanMarconi]

http://www.sec.gov/news/digest/2011/dig112811.htm

Read 10k: http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=8179496-904-195399&type=sect&dcn=0001062993-11-004047

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of September 30, 2011, there were 82,623,836 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below,

43

there is no person known to us who beneficially owns more than 5% of our common stock. The number of shares beneficially owned is determined under rules of the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and any shares which the individual has the right to acquire within 60 days of September 30, 2011 through the exercise of any stock option or other right. Unless otherwise noted, we believe that each person has sole investment and voting power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table:


Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership(1) Percent of
Class (1)
Mark Lana
1800 Boulder Street, Suite 600
Denver, CO 80211 7,018,578

8.49%

Robert A. Morrison
1800 Boulder Street, Suite 600
Denver, CO 80211
15,749,082
19.06%

Chuck Ferris
11612 E. 2 nd Ave
Aurora, CO 80010 2,500,000

3.03%

Michael Yinger
10940 S. Parker Road, Suite 151
Parker, CO 80134 2,373,600(3)

2.87%

Directors and Executive Officers as a group (4 people) 27,641,260 33.45%

William S. Dickey
6130 S. Elm Court
Centennial, CO 80121 22,521,000(2) 27.26%

[wow_happens28]

Is that 50 million combined shares what is in question by the SEC? I would thinks so.

[SeanMarconi]

Vega:

I have the same concerns that you have. As of right now HSTH cannot trade electronically but I believe can be traded with some brokers. HSTH should continue to file each quarter and update investors on their business. The QSR contract that they have in place seems to be very solid and is producing cash flow for their business.

It's just too bad that this little company has to deal with this right now.

I'm sure management is trying to do what they can. Combined they own over 50 Million shares.

[vega1]

Are they still doing QSR contracts, or has this hurt them. Why is it that after allowing trades for the last 5 or 6 years, DTCC just now puts on Chill for HSTH, when this supposedly happened in '04'05, investors are the ones who get screwed.
Doesn't pass the smell test.

[SeanMarconi]

Sorry for the delay in response. I'm sure the company is doing everything they can to try and get this figured out. It's obviously not a good thing and very unfortunate for this company. As soon as they start to show some tangible results this happens.

[vega1]

The silence tells me this chill on the stock is not going away. Too sad, just when we showed signs of life. Investors are getting hosed.

[vega1]

Sean, any word on what is happening, DTCC gonna let them trade.

[SeanMarconi]

From the recent filing:

I'm sure management is working on getting this resolved each day. You can trade this stock with a broker, but you cannot make electronic trades with it. This is very frustrating and hopefully its resolved sooner than later.

On December 9, 2011 the Depository Trust Clearing Corporation (DTCC) placed a chill on our company’s stock and removed the ability for HS3 Technologies Inc. to trade electronically on the “Over the Counter Bulletin Board” (OTCBB). Management understands the DTCC decision was based on actions taken by the Security Exchange Commission (SEC) against the Regency Group. The SEC has no concerns or actions against HS3 Technologies Inc. that we are aware of or that have been communicated to us. The SEC’s ruling determined that Regency Group, the original holder of the certain shares in the predecessor entity (ZENO, which eventually became HS3Technologies Inc.) distributed shares in violation of the Securities Act of 1933, as amended , and as a result the validity of such transfers are in question. Given that the SEC ruling that gave rise to the DTCC concerns does not involve any action or finding against our company, management believes the chill by the DTCC was an error and is working to rectify that position.

[vega1]

What did Lana have to say about the business, going ok, why can I not trade this stock. How about an update Sean.

[SeanMarconi]

I spoke to Mark Lana on Thursday of last week.

We talked for about 20 minutes and overall had a very good conversation. It was my first time speaking to him, but he mentioned that they are working on a new website and hopefully have that done shortly. That would help with the overall presence and brand of the company.

I'm going to schedule a visit with him in January when I'm out in Colorado.

We will see...but he said that they are really trying to build a foundation in their business model and deliver shareholder value over time.

[SeanMarconi]

Yes, it really is. It doesn't help when the company never releases press releases to update investors on what is going on. I wrote Mark Lana an email last week and haven't received a response back yet.

I'll be following up with a few phone calls if since I haven't heard back from him. I'll also be traveling out to Denver in January and I'll be sure to make a visit to the company to see what is going on.

First I would start with getting an updated website built. They mine as well not even have a website....especially when you have old content on their...August 2009 being the "most recent" news.

http://hs3tech.com/

I'll let you know if I make any headway while speaking to management.

[satelliteguy]

This thing is frustratingly illiquid.

[SeanMarconi]

Year End report out last week:

http://biz.yahoo.com/e/111006/hsth.pk10-k.html

They had a very good quarter and solid year end.

1.3 Million in Revenue vs. 110k

Assets increased about 300k and Liabilities came down about 300k.

QSR revenue alone was 1.2 Million. This number is going to continue to grow and remember this is only from the last half of the year.

SGA expenses didn't increase that much as during their ramp up in new business. Only increased about 25k and with a 1000% increase in revenue...that's not bad.

So why the increased business....(The company hasn't released any prs yet to talk about the new opportunity. In my opinion and experience with micro caps management would like to get 2 qtrs behind them to show investors the solid trend and that it wasn't just a 1 qtr. fluke. Hopefully they start talking to the investment community in regards to this exciting change that is going on at the company.

Our company is providing labor; trained installation teams to install cable, network upgrades of Point of Sale (POS) 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 (PCI) compliant requirements assembled by the Payment Card Security Standards Council.

They converted over 12M shares to retire debt and converted them a good price of 4.5 cents and paid down some debt. With approx. 82.6 Million outstanding and management owning approx. 50.1 Million or 60.5%.

For a company priced at 2 cents this company should definitely start getting some traction with the investment community sooner than later.

I'm also going to be making a trip to Denver to visit with the company in a couple of months so I can kick the tires and meet with management.

I would look into this further....it may pay off in multiples.

[vega1]

Found article on Locksmith Ledger, article where HS3 has put in biometric locks in Atlanta bank, with more banks to do this year.

Look it up, very interesting, they are doing things without posting, website not updated.

[SeanMarconi]

Well this is some interesting info I found on Linkedin.

This is from Michael Taylor who works at Insight USA.(He is a follower of HS3 on Linkedin) Looks like Insight is closely related to Mcdonalds.

Managing Consultant/Deployment Functional Manager/Post Deployment Functional Manager
Insight USA
Information Technology and Services industry
July 2010 – August 2011 (1 year 2 months) Bloomingdale IL

Managed Deployment and Post Deployment for the largest POS refresh in McDonald's USA history. Day-to-day oversight of multi-geographic 150+ locations weekly. Implemented complete hardware/software/structured cabling installations nationwide. Resolved client and end-user issues
Managed 10+ direct reports as well as sub- contract installation teams in the field. Continually built relationships with both client and partners.
Technical Supervisor
Ten D Enterprises DBA McDonalds
Information Technology and Services industry
March 2007 – 2010 (3 years) Ocean Springs MS

Worked as Technical Supervisor Level 3 OTP for McDonald's franchisee Ten-D Enterprises
Proficiency with POS systems, CCTV, drive-thru systems, and all technologies within the store
Maintained relationships at the client level, and managed contracts with supliers

[satelliteguy]

That's interesting, but which QSR has 18,000 units? McDonald's and Subway both have over 30,000. Burger King has 12,000.

[SeanMarconi]

This company has not had news out in a while and the year end is should be out within 2 weeks. I'm expecting another improved quarter from the last and profitable. This company has more under the hood than investors realize after signing the deal with Insight Systems to work an 18,000 unit QSR (Quick Service Restaurant) as a client. HS3 has 3,200 restaurants to do service on. They will be busy for a while.

[GhostMOMENTUM]

can anyone fill me in on the basics on what is going on here? I know the float is very small?

the balance sheet is consistently getting better with revs and profit increasing quite a bit. they very very very very rarely issue shares for anything.

[satelliteguy]

Welcome Poem. There are a lot of crappy stocks that pumpers always call "undiscovered gems." HSTH, however, actually is an undiscovered gem (except to those who think I'm a pumper, but I'm not :) ).

[satelliteguy]

Ooops, forgot to reply to this. I just discovered HSTH a couple months ago on a tip from another IHubber. It's very much a "stealth" play right now, until they put out a press release. I'm not going to give much away until then because I'd like to pick up some more stock.

[PoemStone]

satelliteguy. Came by Looking in marked the board. GLTA!

[vega1]

Have owned this stock for 3 years, expecting a very good quarter, hopefully most of the crews were trained and in the field by now, which will allow them to complete the QSR contract. Will be very interesting report, hopefully all good.

[jw246802005]

How long have you been a HSTH shareholder?

[satelliteguy]

My understanding is that they're going to put out a PR eventually - within the next couple of months. For now, all we have to go on is what's in their SEC filings. Most people have not figured it out, which allows a few perceptive ones to collect stock gradually on the bid.

[jw246802005]

Can you mention what you think the Company's future looks like? I haven't seen them issue a press release in a long, long time. TY.

[satelliteguy]

Talking to myself here. Whoever the .04 bidder is, he replenished it yesterday back to an even 200,000 shares. On the offer, only a few thousand dollars worth showing below .08 offer. Wonder what the catalyst will be for a move up...?

[satelliteguy]

Interesting. Insiders have been converting debt to equity at a price of .04445. Nice vote of confidence in the company's future.

[satelliteguy]

From the 5/16/11 10-Q:

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

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.

[satelliteguy]

52-week high volume today at 247,300, all of which has been at the offer. Hmmmm....

[Lucky_Charm$]

moves ez here

[DFLY]

moves on air still i like that!)

wish i had some still hmmm may have ta dabble

[Bertsllc]

HSTH 63%

[DFLY]

nice nice indeed

[Bertsllc]

decent 8-K...

Entry into a Material Definitive Agreement, Financial Statements and Exhibi

http://biz.yahoo.com/e/110429/hsth.pk8-k.html

[DFLY]

lookin for pr on that merger of Wizard Works as per latest 8k on March 11th..im expecting it asap..

[DFLY]

up to you..im gonna keep biddin til close but looks like no luck there on that..GL maybe jus watch close imho..

[patou]

I better not wait for a dip

[DFLY]

0274x1 up next 03x1 shes thin imo im betting when pr hits on this merger she gets noticed.)