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  October 31,  2003
                    -----------------

__  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:
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PART I--REGISTRANT INFORMATION

                           HiEnergy Technologies, Inc.
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                             Full Name of Registrant

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                            Former Name of Registrant

                               1601B Alton Parkway
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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  quarterly  report on Form  10-QSB has taken
longer than  anticipated  and cannot be completed by the required filing date of
December  15,  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.
                         -------------------------------
                  (Name of Registrant as Specified In Charter)


has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereto duly authorized

Dated: December 15, 2003       By: /s/ Bogdan C. Maglich
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                               Bogdan C. Maglich, CEO and President






                                   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 quarter ended October 31, 2002 was a loss of  approximately
$1,002,913.   The  Company's  results  from  operations   (operating  continuing
operations)  for the quarter ended October 31, 2003 was a loss of  approximately
$1,624,810.