UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER-0-32093
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 July 31, 2006
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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:
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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 latest quarterly report on Form 10-QSB has
taken longer than anticipated and could not be completed by the required filing
date of September 14, 2006 without unreasonable effort and expense. The Company
anticipates filing its annual 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
Roger W.A. Spillmann (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?
____Yes X 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.
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: September 15, 2006 By: /s/ Roger W.A. Spillmann
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Roger W.A. Spillmann, President and CEO