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: --------------------------------------------------------------------- PART I--REGISTRANT INFORMATION HiEnergy Technologies, Inc. ----------------------------------------------------------------------- Full Name of Registrant ----------------------------------------------------------------------- Former Name of Registrant 1601B Alton Parkway ----------------------------------------------------------------------- Address of Principal Executive Office (Street and Number): Irvine, California 92606 --------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- (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 ---------------------------------- 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.