<PAGE>



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________
                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1
(Mark one)
[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
     of 1934
                  For the fiscal year ended     April 30, 2002
                                                --------------
                                       OR
[ ]  Transition report under section 13 or 15(d) of the Securities Exchange
     Act of 1934
          For the transition Period from ______________ to ______________

                   Commission file number:           0 - 32093
                                          --------------------

                             HiEnergy Technologies, Inc.
               --------------------------------------------------
                 (Name of small business issuer in its charter)

                Delaware                                91-2022980
 ----------------------------------------          -------------------
    (State or other jurisdiction of                (I.R.S.  Employer
     incorporation or organization)                 Identification No.)

 1601 Alton Parkway, Unit B, Irvine, California          92606
 ----------------------------------------------     ---------------
   (Address of principal executive offices)           (Zip Code)

                    Issuer's telephone number:(949) 757-0855
                                              --------------

Securities registered under Section 12(b) of the Act:        None
                                                      ------------------------

Securities registered under Section 12(g) of the Act:  Common Stock, par value
                                                       $0.001 per share
                                                      -------------------------
                                                        (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject to such filing requirements for the past 90 days.
Yes   [X]  No  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB. [ ]

Registrant's  revenues  for  its  most  recent  fiscal  year:      $148,166
                                                                  ----------

As of July 22, 2002, the aggregate market value of the voting common equity held
by  non-affiliates of the registrant was $16,629,900, based on the closing price
reported  on  the  OTC  BB operated by the NASD.  Shares of common stock held by
each  officer  and  director and by each person who owns five percent or more of
the  outstanding  common  stock have been excluded from this calculation as such
persons  may  be  considered  to  be  affiliated  with  the  registrant.

On  July  22,  2002,  the  registrant had 22,613,098 shares of common stock, par
value  $0.0001  per  share,  issued  and  outstanding.

Documents incorporated by reference:   None.
                                     ----------

            TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:  Yes [ ]   No [X]


<PAGE>

EXPLANATORY NOTE:

THIS AMENDMENT TO OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED APRIL 30,
2002, CORRECTS CERTAIN DISCLOSURES CONTAINED IN ITEM 9 IN THE BIOGRAPHICAL
INFORMATION FOR GREGORY F. GILBERT.

WE RECENTLY OBTAINED INFORMATION CONCERNING MR. GILBERT'S PAST THAT SHOULD HAVE
BEEN INCLUDED IN HIS BIOGRAPHICAL INFORMATION.  SPECIFICALLY, WE OBTAINED A COPY
OF A "FINAL JUDGMENT AS TO GREGORY GILBERT" FROM THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF COLUMBIA DATED MAY 7, 1999, AND FILED MAY 10, 1999, IN
SEC v. BIO-TECH INDUSTRIES, INC., ET AL., CASE NO. 98 CIV. 2298.  BASED ON A
REVIEW OF THE CIVIL DOCKET FOR THIS CASE, WE DO NOT BELIEVE THIS JUDGMENT, AS
REINSTATED ON OR ABOUT JULY 20, 1999, HAS BEEN REVERSED, SUSPENDED OR VACATED.

THE JUDGMENT PERMANENTLY RESTRAINS AND ENJOINS MR. GILBERT FROM VIOLATING THE
ANTI-FRAUD PROVISIONS OF THE SECURITIES EXCHANGE ACT OF 1934 AND IMPOSES A CIVIL
PENALTY OF $100,000 ON HIM.  MR. GILBERT DID NOT DISCLOSE THIS JUDGMENT TO US
DURING THE COURSE OF OUR PREPARATION OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED APRIL 30, 2002.

WE ALSO DETERMINED, BASED ON SEC LITIGATION RELEASE NO. 16182 (JUNE 9, 1999),
THAT A PREDECESSOR TO HAMILTON BIOPHILE, OF WHICH MR. GILBERT IS CHIEF EXECUTIVE
OFFICER, WAS ENJOINED TO FILE ITS QUARTERLY AND ANNUAL REPORTS DUE UNDER THE
SECURITIES EXCHANGE ACT OF 1934.  BASED ON ENTRIES ON THE SEC's EDGAR DATABASE,
IT DOES NOT APPEAR THAT EITHER HAMILTON BIOPHILE OR THE PREDECESSOR HAS COMPLIED
WITH THIS INJUNCTION.

WE HAVE MADE ONE OTHER REVISION TO THE PREVIOUSLY FILED FORM 10-KSB TO CORRECT
DR. BOGDAN C. MAGLICH'S AGE.  ALL INFORMATION IN AMENDED ITEM 9 IN THIS FORM
10-KSB/A IS AS OF APRIL 30, 2002, AND DOES NOT REFLECT ANY SUBSEQUENT
INFORMATION OR EVENTS.  MR. GILBERT RESIGNED FROM OUR BOARD OF DIRECTORS
EFFECTIVE MARCH 3, 2003, AT THE REQUEST OF DR. BOGDAN C. MAGLICH, OUR CHAIRMAN.

TO AVOID CONFUSION, YOU SHOULD BE AWARE THAT THE FOLLOWING ADDITIONAL CHANGES IN
THE COMPOSITION OF OUR BOARD OF DIRECTORS HAVE OCCURRED SINCE APRIL 30, 2002:
-     MR. EDWARD R. FINCH HAS RESIGNED AS A DIRECTOR.
-     MR. RICHARD F. ALDEN IS DECEASED AND NO LONGER A DIRECTOR.
-     MR. BARRY ALTER RESIGNED AS A DIRECTOR ON MARCH 7, 2003 AT THE REQUEST OF
      DR. BOGDAN C. MAGLICH, OUR CHAIRMAN.
-     MR. TOM PASCOE JOINED THE BOARD AS A DIRECTOR IN SEPTEMBER 2002 AND
      RESIGNED ON MARCH 7, 2003.
-     MR. DAVID R. BAKER JOINED THE BOARD AS A DIRECTOR ON FEBRUARY 27, 2003.

MR. PASCOE ALSO BECAME OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER IN SEPTEMBER
2002 AND RESIGNED ON MARCH 7, 2003. DR. BOGDAN C. MAGLICH IS NOW OUR PRINCIPAL
EXECUTIVE OFFICER ON AN INTERIM BASIS.


<PAGE>
                           HIENERGY TECHNOLOGIES, INC.

                                    INDEX TO
                               AMENDMENT NO. 1 TO
                         ANNUAL REPORT ON FORM 10-KSB/A
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002


PART III

Item 9     Directors, Executive Officers, Promoters and Control
           Persons; Compliance With Section 16(a) of the Exchange Act . . . . 1














<PAGE>


ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

The  following  table sets forth the name, age and position of each director and
executive  officer  of  HiEnergy  Technologies  as  of  April  30,  2002.

<TABLE>
<CAPTION>
<S>                      <C>       <C>                       <C>
NAME                       AGE    POSITION                   TERM
----                       ---    --------                   ----

Dr. Bogdan C. Maglich      74     Chairman of the Board      April 25, 2002 to present
                                  and Chief Scientist

Barry Alter                47     Director, CEO,             February 20, 2002 to present
                                  President and Treasurer

Michal Levy                30     Corporate Secretary and    April 25, 2002 to present
                                  Vice President

Gregory F. Gilbert         53     Director                   April 25, 2002 to present

Richard F. Alden           77     Director                   April 25, 2002 to present

Harb S. Al Zuhair          64     Director                   April 25, 2002 to present

Edward R. Finch            82     Director                   April 25, 2002 to present


</TABLE>
All  of  the  directors of HiEnergy Technologies will hold office until the next
annual  meeting of the shareholders and until their successors have been elected
and  qualified.  After  the  next  annual meeting, the directors will be divided
into three classes of two directors. The three classes will have staggered terms
of  one, two and three years. There is no family relationship between any of the
executive  officers  and  directors  of  HiEnergy  Technologies.


The  following  information  with  respect  to  the  principal  occupation  or
employment,  other  affiliations  and  business  experience during the last five
years  of  our directors and executive officers has been furnished to us by each
director  and executive officer, except in the case of Gregory F. Gilbert.  With
respect  to  Mr.  Gilbert, we have included additional information obtained from
other  sources.

DR.  BOGDAN  C.  MAGLICH  -  CHAIRMAN  OF  THE  BOARD  AND  CHIEF  SCIENTIST
----------------------------------------------------------------------------

As  HiEnergy Technologies' Chairman and Chief Scientist, Dr. Maglich has primary
responsibility  for  technology  strategy,  technology development and technical
proposal  development.   Dr.  Maglich is a respected scientist in his field.  He
received  the  White House Citation from President John F. Kennedy and was named
an  honorary  citizen in Switzerland by the President of the Swiss Confederation
for  his  discovery of the omega meson.  In addition to his research discoveries
and  inventions in particle physics, instrumentation, and detection devices, Dr.
Maglich  has  played  a role in reducing weapons in areas such as Yugoslavia and
Russia and working on safety measures for Soviet reactors in Europe.  Currently,
Dr.  Maglich is involved in the development and testing of three detectors based
on  his  stoichiometric  technology.

Dr.  Maglich  has served as a professor of physics at University of Pennsylvania
and  has  also  worked  at  Rutgers  and  at  the  Joint Faculty, Princeton-Penn
Accelerator  Laboratory.  Dr.  Maglich  also  worked  in  various  leadership
capacities  on a variety of projects, including the following: the CERN European
Center  for  High  Energy  (nuclear)  Physics  in  Geneva, Switzerland; the U.S.
National  Laboratories,  the  Air Force Weapons Laboratory (now known as the Air
Force  Phillips Laboratory); and the British-Swedish-American Consortium for the
design  of  the  King  Abdulaziz  Energy  Research  Center in Saudi Arabia.  Dr.

                                      -1-
<PAGE>
Maglich received a Ph.D. in high-energy physics and nuclear engineering from the
Massachusetts  Institute of Technology (MIT), a Master of Science from Britain's
University  of  Liverpool,  and  a  Bachelor  of  Science from the University of
Belgrade.

BARRY  ALTER  -  DIRECTOR,  CEO,  PRESIDENT  AND  TREASURER
-----------------------------------------------------------

Prior  to  becoming  an officer and director of HiEnergy Technologies and during
the  period  from November 2000 through December 2001, Mr. Alter served as Chief
Operating  Officer  of SBS Interactive Inc., a private Nevada corporation in the
business  of  developing,  marketing and licensing consumer electronic products,
including  the  use of the television as an interactive medium.  Since 1998, Mr.
Alter  has  also  worked  through  his  own consulting company, Challure Capital
Investment  Corporation, to provide business management expertise and assistance
with  raising  working  capital  to companies in financial difficulty, including
Indian Motorcycle, a private California corporation in the motorcycle production
business,  and  xseeksy.com,  a private Delaware corporation online relationship
dot.com  company.  From  1983  to  1998,  Mr. Alter served as President of Sweet
Expressions  Inc.,  a  private  Ontario  company in the business of distributing
confectionery.

MICHAL  LEVY  -  CORPORATE  SECRETARY  AND  VICE  PRESIDENT
-----------------------------------------------------------

As  Vice President and Corporate Secretary, Ms. Levy handles Investor Relations,
Public  Relations and maintains HiEnergy Technologies' records.  Originally from
Israel,  Ms.  Levy  served  as  Vice President and Corporate Secretary for seven
years  at  Tapuz  Enterprises,  Inc.,  a  successful  California  construction
corporation.  Prior  to  her  employment  with  HiEnergy  Technologies, Ms. Levy
worked  with  prize-winning writer Arthur A. Ross as an administrative assistant
and  was  a  managing  partner at a California LLC dedicated to film production.
Ms.  Levy  has  studied  at  Ben-Zvi,  Israel,  LAVC  and  UCLA  Extension.

GREGORY  F.  GILBERT  -  DIRECTOR
---------------------------------

Mr.  Gilbert  has  diverse  legal, accounting, business, science and engineering
skills.  He has been a member of the Board of Directors of HiEnergy Microdevices
since  1996  and served as HiEnergy Microdevices' CEO and President since March,
2002.  He  is  a  licensed  attorney  in  California  with 25 years of extensive
experience  in  international  law,  banking,  corporate  law,  and  business.
Currently,  he  is the CEO of Metabolic Industries, and the Hamilton-Biophile, a
public  company that manufactures creams and lotions, Hamilton-Clarke, a private
company  and  Hamilton-May,  a  private  company.  Based  on a review of certain
information available on the web site of the Securities and Exchange Commission,
www.sec.gov,  it  appears that Hamilton-Biophile is not current in its reporting
obligations  under the Securities Exchange Act of 1934, and that this deficiency
may  be  in  violation  of  an  injunction  ordering  a  predecessor to file its
quarterly  and  annual  reports.  Mr. Gilbert is also subject to a judgment that
permanently  restrains  and enjoins him from violating the anti-fraud provisions
of  the  Securities  Exchange  Act  of  1934 and that imposed a civil penalty of
$100,000  on  him.  This  judgment  resulted  from  an  action  brought  by  the
Securities  and  Exchange Commission alleging that Gilbert participated in stock
manipulation  with respect to a micro-cap issuer named Bio-Tech Industries, Inc.

Mr.  Gilbert  is  also  the  Administrative  Director  of  the Diabetes Research
Institute  in Sacramento, California.  In addition to the above companies, he is
also  on  the  boards  of World Medical Organizations, Nevada Pacific Lands, and
Xentrol  Pharma.  He  has  engineering  company experience as a past officer and
director  of  L&H  Airco,  Hamilton-Detroit,  and Sunrise Systems.  Prior to his
career  in  business,  he practiced law as an international lawyer, representing
many  foreign  companies  and entities, including OPEC, TTI and Novartis.  He is
currently  admitted  to  practice  and has practiced in the California Courts of
Appeal,  the  California  Supreme Court, the U.S. District Courts, U.S. Court of
Appeals, Federal Bankruptcy Courts, the U.S. Court of Claims, the U.S. Tax Court
and  the  U.S.  Supreme  Court.  He  remains  a  member  of each bar.  He is the
recipient  of  the  American  Diabetes  Association  volunteer of the year award
(Northern  California) and the U.S. Air Force ROTC Outstanding Service Award for
1993,  and  was  nominated  for  Philanthropist  of  the  Year  (1995),  Central
California,  for  charitable  work  to  benefit  mankind.

                                      -2-

<PAGE>

RICHARD  F.  ALDEN  -  DIRECTOR
-------------------------------

Mr.  Richard F. Alden was raised in Southern California. He served as an officer
in  the  South  Pacific  during World War II. Mr. Alden received his Bachelor of
Arts  Degree  in  1946  from  the University of Southern California and his J.D.
Degree  from  the University of Southern California School of Law in 1949, where
he  served  on the Board of Editors of the Law Review. Following graduation, Mr.
Alden  joined the national law firm of Latham & Watkins, where he remained until
1985,  practicing  tax,  real  estate and business acquisition law.  In 1985 Mr.
Alden  retired  from Latham & Watkins to assume the position of Vice Chairman of
the  Board and General Counsel of Hughes Aircraft Company after having served as
that  Company's General Counsel for over a decade and a director of Hughes since
1976.  He  retired  from Hughes in 1988.  Mr. Alden was a director of the Irvine
Company  and  is  a  director  of  Safety Associates, Inc.  He is trustee of the
California  State  Parks  Foundation,  a  trustee  of  the  Episcopal  Diocesan
Investment  Trust,  and  has  served  as  Finance Chairperson for the Doheny Eye
Institute.

HARB  S.  AL  ZUHAIR  -  DIRECTOR
---------------------------------

Born on July 4, 1938, Mr. Al Zuhair received his primary education in Beirut and
obtained  a  degree  in  civil  engineering  from  the  Portsmouth  College  of
Technology, U.K in 1961. In 1971, he established Electronics Equipment Marketing
Co.  as a division of SADCO, a company run by his family.  Electronics Equipment
Marketing  Co.  is  one  of  the  leading  high-tech  companies in Saudi Arabia.
Presently  Mr.  Al  Zuhair  wholly  owns  or  has  investments  in  a variety of
businesses,  among them: construction, industrial, banking, mining, aviation and
trading  companies.  Mr.  Al  Zuhair  is also serving as chairman, member of the
board of directors and founding member of various companies in the Saudi Kingdom
and  abroad.

EDWARD R. FINCH
---------------

Mr.  Edward  R.  Finch  has  been  an  attorney since 1948.  He has also been an
author,  lecturer  and  diplomat.  Mr.  Finch served as a Special Ambassador for
President  Nixon and as a U.S. Delegate for three other Presidents of the United
States - Presidents Ford, Reagan and Clinton. He was a U.S. Delegate to Unispace
Two  for  President  Reagan in Vienna, Austria and to Unispace Three in 1999 for
President  Clinton.  Mr.  Finch is a recognized expert in the following areas of
law:  trusts  and  estates  law, nonprofit and charitable organizations law; and
international  outer  space law. Since 1986, Mr. Finch has been the President of
the  Adams J. Memorial Fund, Inc.  Mr. Finch is currently involved with a number
of  organizations  in  varying  capacities,  including  the  following:  General
Counsel,  Saint  Giles  Foundation,  Inc.,  (since 1986); New York Institute for
Special  Education  (since  1948) (past President); Board of Governors, National
Space Society (Member since 1984); Council of American Ambassadors (since 1972);
New  York  State,  Federal, American Bar Association-Vice Chairman, committee on
Real  Property,  Wills,  Trusts  &  Estates  (since  1979);  International  Bar
Association;  The  Florida  Bar;  The  International Institute of Space Law; The
International  Astronautical  Academy;  American  Bar  Foundation  (Fellow); St.
Andrew's  Dune,  South  Hampton, N.Y., and St. Bartholomew's Church in N.Y.; and
St.  Nicholas  Society of the City of N.Y. (Trustee). Mr. Finch is also a former
commissioner  of  the  City  of  New  York.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of the Securities Exchange Act of 1934, as amended, requires our
directors,  executive  officers and persons who own more than ten percent of our
common  stock  to  file  with  the  Securities  Exchange Commission and HiEnergy
Technologies  reports  on  Forms 4 and Forms 5 reflecting transactions affecting
beneficial  ownership.  Based solely upon our review of the copies of such forms
received  by  us,  we believe that, during fiscal year ended April 30, 2002, all
persons  complied  with such filing requirements except that Dr. Bogdan Maglich,
Mr. Gregory Gilbert, Mr. Harb Al Zuhair, Mr. Richard Alden, Mr. Edward Finch and
Ms.  Levy  each  did not timely file a Form 3 reporting their initial beneficial
ownership.  We have received a written representation from each of our directors
and  executive  officers  that no Forms 5 are required for the fiscal year ended
April  30,  2002.

                                      -3-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by
undersigned, thereunto duly authorized, as of March 11, 2003.

                              HIENERGY TECHNOLOGIES, INC.


                                /s/ B. C. Maglich
                              ----------------------
                              By: Bogdan C. Maglich
                              Its: Principal Executive Officer












                                      -4-
<PAGE>
                                 CERTIFICATIONS

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                         AND PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I,  Bogdan  C.  Maglich,  certify  that:

1.  I  have  reviewed  this amendment no. 1 to annual report on Form 10-KSB/A of
HiEnergy  Technologies,  Inc.;  and

2.  Based  on  my  knowledge,  this  amendment  no.  1 to annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this  amendment  no.  1  to  annual  report.


Date:       March 11, 2003                  /s/ B. C. Maglich
      ------------------------               --------------------
                                             Bogdan C. Maglich
                                             Principal Executive Officer and
                                             Principal Financial Officer






                                      -5-


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