SEC 1344
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SEC FILE NUMBER
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER-0-21931
NOTIFICATION OF LATE FILING
(CHECK ONE)
__FORM 10-K AND FORM 10-KSB __FORM 20-F __FORM 11-K X FORM 10-Q AND
FORM 10-QSB __FORM N-SAR
FOR PERIOD ENDED January 31, 2003
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__ TRANSITION REPORT ON FORM 10-K AND FORM 10-KSB
__ TRANSITION REPORT ON FORM 20-F
__ TRANSITION REPORT ON FORM 11-K
__ TRANSITION REPORT ON FORM 10-Q AND FORM 10-QSB
__ TRANSITION REPORT ON FORM N-SAR
FOR THE TRANSITION PERIOD ENDED: ___________________
READ INSTRUCTIONS (ON BACK PAGE) BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE,
IDENTIFY THE ITEM(S) TO WHICH THE NOTIFICATION RELATES: _______________
______________________________________________________________________________
PART I--REGISTRANT INFORMATION
HiEnergy Technologies, Inc.
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Full Name of Registrant
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Former Name of Registrant
1601 Alton Parkway, Unit B
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Address of Principal Executive Office (Street and Number):
Irvine, California 92606
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City, State and Zip Code
PART II--RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate):
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Forms 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Forms
10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
The preparation of the Company's financial statements by management and the
review of the financial statements by its independent accountants has taken
longer than anticipated and cannot be completed by the required filing date of
March 17, 2003 without unreasonable effort and expense. The Company
anticipates filing its quarterly report within the five-day extension period.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bogdan C. Maglich (949) 757-0855
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(NAME) (AREA CODE) (TELEPHONE NUMBER)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s). X Yes ___ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
X Yes ___ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Schedule A, which accompanies this Form 12b-25.
HiEnergy Technologies, Inc.
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(Name of Registrant as Specified In Charter)
has caused this notification to be signed on its behalf by the undersigned
hereto duly authorized
Dated: March 17, 2003 By: /s/ B.C. Maglich
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B. C. Maglich, CEO and President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTION MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
SCHEDULE A
HIENERGY TECHNOLOGIES, INC.
Form 12b-25
Part IV, (3) - Significant Changes in Results of Operations
The Company's results from operations (operating loss from continuing
operations) for the nine months ended January 31, 2002 was a loss of
approximately $9,600. Subsequent to that date, on April 25, 2002, the Company
acquired HiEnergy Microdevices, Inc., which now constitutes a substantial
portion of the Company's revenues and operations. However, no reasonable
estimates of the Company's results from operations on a consolidated basis for
the fiscal quarters ended January 31, 2003 and 2002 can be made at this time
since the consolidated financial statements of the Company for such quarterly
periods have not yet been finalized.