U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  -------------------------------------------
                                  FORM 10-KSB
(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)

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

           10 Mauchly Drive, Irvine, California          92618
         ----------------------------------------     -------------
         (Address of principal executive offices)      (Zip Code)

                   Issuer's telephone number:  (949) 727-3389
                                              ---------------

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

Securities registered under Section 12(g) of the Act:   Common Stock, par  value
                                                      --------------------------
                                                        $0.0001 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.
[X] Yes  [ ] 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  [X] No


                                        1
<PAGE>
                          HIENERGY TECHNOLOGIES, INC.

                                     INDEX TO
                           ANNUAL REPORT ON FORM 10-KSB
                     FOR THE FISCAL YEAR ENDED APRIL 30, 2002


PART I                                                                      PAGE

Item 1  Description of Business . . . . . . . . . . . . . . . . . . . . . .    3

Item 2  Description of Property . . . . . . . . . . . . . . . . . . . . . .   15

Item 3  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .   15

Item 4  Submission of Matters to a Vote of Security Holders . . . . . . . .   15

PART II

Item 5  Market for Common Equity and Related Shareholder Matters. . . . . .   16

Item 6  Management's Discussion and Analysis of Financial Condition or
        Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . .   17

Item 7  Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .   24

Item 8  Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . .   49

PART III

Item 9  Directors, Executive Officers, Promoters and Control Persons;
        Compliance With Section 16(a) of the Exchange Act . . . . . . . . .   49

Item 10 Executive Compensation. . . . . . . . . . . . . . . . . . . . . . .   52

Item 11 Security Ownership of Certain Beneficial Owners and Management and
        Related Shareholder Matters . . . . . . . . . . . . . . . . . . . .   54

Item 12 Certain Relationships and Related Transaction.s . . . . . . . . . .   56

Item 13 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .   58

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60


                                        2
<PAGE>
                                     PART I

Unless  we  say  otherwise,  references  in this document to "we", "us" or "our"
refer to HiEnergy Technologies, Inc. and its consolidated subsidiaries.

FORWARD-LOOKING  STATEMENTS
---------------------------

Except  for  the  historical information presented in this document, the matters
discussed  in  this  Form  10-KSB,  and  specifically  in  the sections entitled
"Description of Business" and "Management's Discussion and Analysis of Financial
Condition  or  Plan  of  Operation," or otherwise incorporated by reference into
this  document  contain "forward-looking statements" (as such term is defined in
the  Private Securities Litigation Reform Act of 1995).  These statements can be
identified  by  the  use  of  forward-looking  terminology  such  as "believes,"
"plans,"  "expects,"  "may,"  "will," "should," or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties.  The safe harbor provisions of
Section  21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of  the  Securities Act of 1933, as amended, apply to forward-looking statements
made  by  us.  These forward-looking statements involve risks and uncertainties,
including those statements incorporated by reference into this Form 10-KSB.  The
actual  results  that  we achieve may differ materially from any forward-looking
projections  due  to  such  risks  and  uncertainties.  These  forward-looking
statements  are  based  on  current expectations, and we assume no obligation to
update this information.  Readers are urged to carefully review and consider the
various  disclosures  made by us in this Annual Report on Form 10-KSB and in our
other  reports filed with the Securities and Exchange Commission that attempt to
advise  interested  parties  of  the  risks  and  factors  that  may  affect our
business.

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

OVERVIEW

We  are  developing technology capable of remote and non-intrusive, quantitative
on-line  determination  of  the  chemical  composition  of substances, including
explosives,  biological weapons and illegal drugs.  We plan to commercialize and
market our technology to agencies, organizations and ultimately industrial users
that  need  to  improve  the  speed,  accuracy  and efficiency of their security
screening  procedures.  We  may  cooperate  with established participants in the
security  marketplace  to  market  our  technology  through  their  established
distribution  channels.

Our  technology  is  a  "stoichiometric"  confirmation senzor that unambiguously
identifies  empirical  chemical  formulas  and,  at  the same time, will also be
capable   of   producing  the   image  of   the  analyzed   chemical  substance.
"Stoichiometry"  is  the  scientific term for the art and science of deciphering
empirical  chemical  formulas  of  unknown  substances.  Because  stoichiometric
detection  produces  quantitative  identification  of chemical formulas, it is a
superior  technology to "pattern recognition" confirmation detection, which only
qualitatively  recognizes  specific  chemical  compounds  that  the  detector is
programmed  to identify. Confirmation detectors, which "confirm" the presence or
absence  of substances in a scanned target, are distinct from so-called "anomaly
detectors",  such  as  x-ray  scanners,  which merely identify objects fitting a
certain  profile  that require additional examination. As a general proposition,
anomaly  detectors  will  give  a  high  rate  of "false positives" that must be
further  inspected  while  confirmation detectors will conclusively identify the
chemical  nature  of  the  target  being  scanned.

During  the period 1998-2002, our prototype SuperSenzor demonstrated the ability
to  retrieve  from three feet away, in a matter of seconds, the chemical formula
and three-dimensional location of: (1) explosive simulant through steel or soil;
(2)  cocaine simulant through rice; and (3) anthrax through paper. The empirical
chemical   formulas   of   substances   and   their   locations   are   obtained
non-intrusively,  trans-barrier,  and  online.  We  are  unaware  of  any  other
stoichiometric  detector  on  the  market  or  in  the  laboratory  stages.

On May 8, 2002, our prototype Microsenzor demonstrated, before two inspectors of
the Office of Inspector General of the Department of Transportation, the ability
to semi-automatically, stoichiometrically identify one kilogram of TNT explosive
simulant  in  a  metal container from a distance of one foot in 20 minutes, and
discriminate  it  from  common  non-explosive  substances.


                                        3
<PAGE>
On  June  3,  2002  our  prototype  Minisenzor  demonstrated,  before  an ad hoc
(internal)  committee  led  by  an  aviation security specialist, its ability to
stoichiometrically  identify  through  a  metal  container,  one pound of semtex
explosive simulant in 30 seconds, automatically and without human intervention,
as  well  as  reject  common  non-explosive substances like sugar and chocolate.

The  SuperSenzor,  Minisenzor  and  Microsenzor  are  based  on  the proprietary
invention named atometry.  We led the joint private sector-government-university
research  consortium  that  developed  atometry  over the period from 1997-2002.
Atometry  was  scientifically validated at the US Department of Energy's Special
Technologies  Laboratory  in  Santa  Barbara and was for the first time publicly
presented  at  the White House International Symposium on Drug Control Policy in
1999  and  published  in  the  Symposium's  Proceedings.

CORPORATE  HISTORY

Our  corporate  structure  includes  a  parent  public  company and an operating
subsidiary.  Our  parent  public  company,  HiEnergy  Technologies,  Inc.,  was
incorporated  under the laws of the State of Washington on March 20, 2000, under
the  name  SLW  Enterprises  Inc.  On  April  30,  2002, SLW changed its name to
HiEnergy  Technologies,  Inc.  following its acquisition of an approximately 92%
ownership  interest  in  HiEnergy  Microdevices,  Inc.  in  a  reverse take-over
transaction.  As  a  result of this transaction, former shareholders of HiEnergy
Microdevices  came  to  own  approximately  65% of the outstanding equity of the
parent  public  company and the five directors of HiEnergy Microdevices comprise
five  of  the  six  directors  of  the  parent  public  company.

HiEnergy Microdevices is a Delaware corporation formed in 1995. It is the entity
where our technology has been developed. Dr. Bogdan Maglich, our Chairman of the
Board  and  Chief  Scientist, founded HiEnergy Microdevices to commercialize the
technology  he  invented  to  remotely and non-intrusively decipher the chemical
composition  of  a  substance.

Prior  to  the  reverse  take-over transaction, SLW's initial efforts focused on
establishing  a  web-based  nutritional  supplement  sales  business.

INDUSTRY  OVERVIEW

We  believe  our  technology  will have broad applicability within the substance
detection industry. The need for substance detection cuts across many spheres of
our  economic  and  political  life.  Many  Americans most prominently associate
substance  detection  with  the  security  industry  and more precisely with air
travel  since  September  11,  2001.

Detection  technology  is  used  to detect a wide range of substances, including
explosives,  biological  weapons  and  illegal  drugs.  We  believe  the  major
commercial  applications  for  our  technology  are  in areas requiring security
precautions,  including airports, ports of entry, postal handling facilities and
other  secured  areas.  In  addition,  industrial  quality control processing in
certain  industries requires non-intrusive sampling.  The table below summarizes
selected  markets  for  detection  technology.

         Market Area                              Customer
         ----------------------------  ------------------------------
         Airport security screening    Transportation and Security
                                       Agency
         ----------------------------  ------------------------------
         Customs contraband detection  U.S. Customs
         ----------------------------  ------------------------------
         Biological weapons detection  Department of Defense
         ----------------------------  ------------------------------
         Landmine detection            Department of Defense
         ----------------------------  ------------------------------
         Industrial quality control    Crude oil refiners, bulk food
         processing                    processors, steel manufactures
         ----------------------------  ------------------------------
         Police and ATF Bomb squads    Bureau of Alcohol, Tobacco,
         explosive detection.          Firearms (ATF); Local Bomb
                                       Squads
         ----------------------------  ------------------------------


                                        4
<PAGE>
We  believe  our  core technology has applications in each of these markets.  In
the  aggregate  we  believe  that  the  domestic demand for detection technology
exceeds  $3  billion  over  the next several years.  We cannot predict the exact
timing  on  which  the  agencies and organizations comprising these markets will
purchase  new  detection  systems.  International  markets also exist in each of
these  market  areas.

Detection  technologies  can  be  broadly  divided  into  anomaly  detectors and
confirmation  detectors.  Anomaly  detectors,  such  as x-ray scanners, identify
anomalies  that  require  further  intrusive  inspection  to determine whether a
threat  is present. As a general proposition, anomaly detectors will give a high
rate  of  false  positives  that must be further investigated while confirmation
detectors  will conclusively identify the chemistry of the target being scanned.
Pattern  recognition  confirmation  detectors  qualitatively  recognize specific
chemical  substances  that  the detector is programmed to identify. In contrast,
stoichiometric  confirmation  detectors produce a quantitative identification of
chemical formulas without having to seek a match to a pre-programmed qualitative
pattern. Because stoichiometric detection produces an unambiguous identification
of  chemical  formulas,  it  is  a  superior  technology  to pattern recognition
confirmation  detection,  which  only recognizes specific signal shapes that the
detector  is  programmed  to  identify.

The  most  commonly employed detection technology today is the x-ray, an anomaly
detector.  Certain  versions  of  the  x-ray  known  as  a CT x-ray can retrieve
precise  three-dimensional  images  of  the  density  of objects.  The x-ray can
identify  objects  fitting  a  certain  profile  that require further inspection
through  some  confirmation  detection  process.  But  the  x-ray is "chemically
blind",  and thus unable to identify the contents of a container without opening
the  container.  In  airport  security  screening,  for  example,  the x-ray can
roughly determine the target's density and if it is similar to that of a typical
explosive.  There  are  hundreds  of  common  substances,  however,  that have a
density  similar  to  that of explosives.  As many travelers experience daily at
U.S.  airports, once  the  x-ray  identifies an anomaly, intrusive inspection is
required  to  determine  whether  a  security  threat  is  present.

MARKET  OPPORTUNITY

The  events  of  September  11, 2001 have fundamentally altered the way both the
public  and governments view security.  In response to September 11, governments
are  looking to step up security not only in the air travel sector, but across a
wide  array  of  activities.  The enhanced security will demand either increased
time  and  expense  using  existing  technology  or  the  adoption of innovative
technologies to improve security while minimizing the drag on economic activity.

Specific  problems  that exist with current technology include the following:

     Airport Security Screening
     --------------------------

Congress  has  passed  legislation  requiring  that  100%  of checked baggage be
screened  for explosives by December 31, 2002, although a committee of the House
of  Representatives recently voted to extend that deadline to December 31, 2003.
It is estimated that the Transportation and Security Administration will have to
purchase  up  to  900  new  Explosive Detection Systems and 5800 trace detection
systems  to check this amount of baggage.  Existing technology, such as Computed
Tomography  (CT)  machines, cannot identify the contents of luggage, as they are
chemically  blind.  Instead,  they  look  at the density of the objects inside a
container,  and  ask the operator of the CT machine to decide whether there is a
problem.  This  process  results  in  a  very  high  rate of false positives, it
depends  solely  upon  the alertness and training of the operator, it cannot see
through  metal  containers,  and  it cannot confirm the existence of explosives.

     Customs  Screening
     ------------------

The  U.S.  Customs  Agency has identified the need to screen and check packages,
shipping  containers, and trucks entering all U.S. ports of entry.  This task is
monumental  (approximately 5.7 million sea containers enter the U.S. each year),
and  requires  technology  that  is  quick,  non-intrusive, and can operate at a
distance.  Under  the  Container  Security  Initiative of January 2002, the U.S.
Customs  has  even begun pre-inspection of "high risk" cargo containers at three
major  points  of  origin.  Existing technology is limited in that it cannot see
well  through  metal,  needs  to be close to the suspected object (or inside the
container),  and  cannot  confirm  the  identity  of  the  unknown  substance.


                                        5
<PAGE>
     Landmine  Detection
     -------------------

The  Department  of  Defense has the difficult task of protecting its own troops
and  tanks  from anti-personnel and anti-tank mines.  Significant damage is done
to  tanks,  soldiers,  and civilians by old and new mines around the world.  The
current technology to clear landmines that uses anomaly detectors, such as metal
detectors,  Ground  Penetrating  Radar  and  infrared  imaging,  has significant
drawbacks:  only one out of 800 anomalies turn out, after having been unearthed,
to be real mines; the rest of the anomalies are "clutter" that must nevertheless
be investigated as though they were live mines.  The result is that mines cannot
be  checked  quickly, and humans must place themselves at risk to verify that an
area  of land is clear.  The United Nations has estimated that it would cost $30
billion  and  take  more  than  150  years to clear all landmines using existing
technology.

     Contamination  Control
     ----------------------

With  the  advent  of security for not only people, but the actual products they
use,  there  is  a growing market to make sure that someone does not cause panic
and  widespread  terrorism  by  contamination.  We  believe  that  contamination
control  of  all  kinds could ultimately be one of our most significant markets.
Currently  contamination  control  is  conducted  through sampling, with targets
being subjected to tests to determine whether specific contaminants are present.
This  approach  requires the destruction of the target (resulting in an economic
incentive  to  minimize  sample size), it may not identify isolated instances of
contamination,  and  it  may  not detect a contaminant because the contaminant's
identification  was  excluded  from  the  testing  regimen.

In each of these areas, as well as others, we believe the market will pay for an
innovative security approach that improves security while minimizing the drag on
economic  activity.  The  need  for explosive and biological identification is a
key  factor  in our assessment of the market opportunity for our technology.  We
believe  the  entire  security  and anti-terrorism market is a growing industry.

THE  HIENERGY  SOLUTION

We  have developed unique detection technology that remotely and non-intrusively
determines  the  chemical  formula  of  unknown  substances in real time (called
"stoichiometric"  detection).  Our  technology  is unique in that it can for the
first  time:

     -    Unambiguously identify chemical compositions of unknown substances;
     -    Operate remotely (i.e.: from a distance of millimeters to meters);
     -    Operate through barriers (i.e.: through solid steel casing); and
     -    Operate in real-time (i.e.: in a matter of seconds).

We  believe  our  technology  represents  a  major  innovation  in  the field of
detection  technology because it will allow us to develop detection systems that
can--without  needing  to  pre-program  patterns  to  be recognized--confirm the
presence  of  concealed  explosives, illegal drugs, biological/chemical weapons,
and  other  contraband. Because stoichiometric detection produces an unambiguous
identification  of  chemical  formulas,  it  is a superior technology to pattern
recognition  confirmation  detection,  which  only  recognizes specific chemical
formulas  that  the  detector is programmed to identify. Confirmation detectors,
which  confirm  the presence of specific chemicals in a scanned target, are as a
general rule superior to anomaly detectors, such as x-ray scanners, which merely
identify  objects  fitting  a  certain  profile that require further examination
through  some  confirmation detection process (such as a time-consuming search).
We  believe  our  stoichiometric  detection  technology will provide substantial
improvement  over  the  anomaly  detection based technology that prevails today,
because  stoichiometric  detection  will produce more accurate detection results
while  simultaneously  reducing  the  high  rate  of  false  positives  (and the
accompanying  time-consuming  searches).


                                        6
<PAGE>
Over  the last three years several successful demonstrations have been conducted
which  proved  the  technical  concepts.

     -    A  Department  of  Defense funded demonstration which demonstrated the
          chemical  detection of an explosive simulant through 3/4 of an inch of
          steel  as  well  as  5  inches  of  soil  from  a  distance of 3 feet;
     -    A  demonstration  under  a  U.S.  Customs  Service  contract  which
          demonstrated  the  chemical  detection  of  cocaine simulant buried in
          rice;  and
     -    A  demonstration  for  the  Defense  Advanced Research Projects Agency
          which  demonstrated  the  chemical fingerprinting of Anthrax simulant.

We  are unaware of any prior demonstrations in the history of analytic chemistry
where empirical chemical formulas have been stoichiometrically deciphered (a) on
a  timely  basis,  (b)  without  sampling  and  (c)  through  barriers.

We  have  developed  our unique technology through several years of research and
testing,  including work under research contracts sponsored by the Department of
Defense  and the U.S. Customs Service, as well as by research and testing at the
University  of  California, Irvine.  Patent applications have been filed for all
proprietary components of the technology as well as for the overall system.

The  technology  uses  the  physical  law that the gamma spectrum emitted from a
collision  between  a  neutron and an atom in the target has a unique signature.
Combining  information  on  the neutron's direction of travel with its length of
travel  provides  the  position  in space of the nucleus impacted. A proprietary
processor  synthesizes  the  gamma  spectrum  data  and outputs both the precise
molecular  makeup  (also  known  as stoichiometry) of the irradiated specimen as
well  as  its  coordinates.  In  this  manner,  our  technology performs remote,
non-intrusive  deciphering  of the chemical formulas of concealed substances and
can  "see  through"  metals  and other materials. Further, it does this analysis
without  the  need of being in close proximity with the target for inspection or
chemical  identification.

We  believe  our  technology will allow us to create leading products in several
market  areas, including airport security screening, customs screening, landmine
detection  and  contamination  control.

     Airport  Security  Screening
     ----------------------------

X-ray detectors for airport security rely on anomaly detection, where a detector
signals  that  a  potential  problem may exist. The operator must, for each bag,
decide  whether  there is a potential problem, and then use a secondary, usually
intrusive,  means  to  actually  determine  whether  there is an explosive. This
system  creates several problems, including a very high rate of false positives,
and  worse,  the  inability  to  detect  explosives. The system depends upon the
judgment  of recently federalized screeners, the training and management of whom
has  proven  a major stumbling block to consistent, alert security. Our proposed
systems  will  be  dramatically  different.  They  should  improve  safety  by
unambiguously  and  automatically  displaying the chemical formula of the target
through up to 3/4 inch thick steel and not relying upon operator interpretation.
Our  technology should dramatically lower the rate of false positives, improving
speed  and  efficiency  and  reducing  air  travel  delays.

     Customs  Screening
     ------------------

The  U.S.  Customs  has  identified  the  need  to  screen  ports  of  entry for
contraband, weapons, and biological agents. Currently, less than five percent of
all  shipping  containers  are checked by any physical screening method. Senator
Charles Schumer has estimated that it could cost up to $5 billion to check every
shipping  container and truck entering the United States. Because our technology
has  demonstrated  that  it  can  perform detection through up to 3/4 inch thick
steel, it offers the potential for real time trans-metal deciphering of chemical
formulas.  Thus,  shipping  containers could be checked for contraband, weapons,
and explosives in real-time without having to open and unseal the containers. We
are  not  aware  of  any  other  form  of  detection technology that can perform
trans-metal  stoichiometric  detection.


                                        7
<PAGE>
     Landmine  Detection
     -------------------

Current technology used to clear landmines, such as Ground Penetrating Radar and
metal  detectors,  has significant drawbacks.  Existing technology is limited by
the need to penetrate soil, by the manufacture of non-metallic landmines, and by
its  inability  to  operate  from  a distance in real time.  Only one out of 800
anomalies  turn  out, after having been unearthed, to be real mines; the rest of
the  anomalies  are  "clutter"  that must nevertheless be investigated as though
they  were  live  mines.  The  result  of these drawbacks is that land cannot be
checked  quickly  or  accurately,  and  humans  must place themselves at risk to
verify  that an area of land is clear.  Because our technology can "see through"
soil  and  containers,  and  return  a  quantitative chemical formula, it should
enable  field  personnel  to quickly, accurately, and safely confirm whether the
anomaly  is  an  explosives  loaded  landmine  or  clutter.

     Contamination  Control
     ----------------------

We  believe  that  our technology will be able to stoichiometrically analyze the
contents  of  a  given liquid or solid and provide an immediate warning if there
are  any chemicals or compounds that are not supposed to be present.  We believe
our  technology  will  be  a  significant  improvement  over  existing  sampling
procedures because of our technology's chemical-specific capabilities.  Although
we  intend  to  begin  pursuing  this market area in the coming fiscal year, the
development  of this market area into a revenue-producing segment is a long-term
project.

PROPOSED  PRODUCTS

We are developing three versions of our technology:

     -    SuperSenzor:  Fixed or van mounted, generator-powered product that can
          locate  a  concealed  substance within the item being scanned and will
          include  imaging.

     -    Minisenzor:  A  portable  sensor  intended  to  accomplish  the  same
          objective,  but without imaging, that will use a miniature accelerator
          that  is  expected to provide a substantial speed improvement over the
          Microsenzor.

     -    Microsenzor:  Portable,  battery-powered,  lower-cost  system,  also
          without  imaging.

We  have  assembled  bench-top prototypes of the Microsenzor and Minisenzor, and
are  in  the  process  of  creating a bench-top prototype of the SuperSenzor.  A
bench-top  prototype  is  an  improvised system, designed for laboratory use and
testing,  which  has  not  been  assembled  into  an  integrated  unit.

We  are  using  our existing bench-top prototypes to conduct tests.  These tests
will  determine  performance parameters, e.g. detection rates and speed, for the
Microsenzor  and  Minisenzor.

Once  tests  using  the  bench-top  prototypes  have  been completed, we plan to
assemble  and test commercial prototypes.  A commercial prototype will integrate
and  assemble all of the bench-top prototype's components into a fixed unit.  We
plan  to  test  our  commercial  prototypes  in  circumstances that simulate the
environments in which they will be used.  This testing process will be a crucial
link  to the delivery of market-ready detection systems we seek to achieve.  The
results  of  ongoing tests may alter the direction and focus of our technology's
development  program.

The  SuperSenzor,  for  which  we  are  in  the  process of creating a bench-top
prototype,  has  four  key  components:

     1.   The  "emitter"  is  a miniature accelerator which produces a stream of
          fast  neutrons  and  alpha  particles.
     2.   The  "receiver"  is  a detector of gamma rays generated by the target.
     3.   The  "gammalyzer"  is  a  fast  electronics  system  operating  on  a
          billionth-of-a-second  scale.  It  detects and analyzes the gamma rays
          and  alpha  particles to determine the target substance's location and
          separate  the  "signal"  (i.e.,  the  target  substance,  such  as  an
          explosive)  from  "noise"  (i.e.,  clutter).
     4.   The  "controller"  is a computer and software for interface and signal
          coordination  which  displays  the  result  of  the  analysis  online.


                                        8
<PAGE>
None  of  these  key components require an increase in performance parameters to
make  a  commercial  prototype of the SuperSenzor, although design modifications
may be required to coordinate the components into an integrated production line.

We  have  developed  relationships  with  some  of  the manufacturers of the key
components  of  our technology, such as AMETEK Ortec, a manufacturer of high-end
gamma  ray  detectors,  and  Thermo  MF  Physics, a manufacturer of accelerators
(neutron  generators).  We  do  not  presently  have supply contracts with these
manufacturers  or any others.  Our equipment purchases to date have not entailed
the volume levels that would make it advisable to put supply contracts in place.

The  Microsenzor  is  essentially a one-man portable version of the SuperSenzor.
The  Microsenzor  operates  from  a  short  range,  a few inches from the object
inspected.  It  is 100 times slower than the SuperSenzor, making it suitable for
more  static  environments.  We  believe that certain prospective customers will
view  its  lower  unit  cost and relative ease of transport as advantages. These
prospective  customers  would choose a Microsenzor for security applications and
industrial  applications  where  using  a  SuperSenzor  would not be feasible or
efficient.  The  Minisenzor  that  we are developing is expected to perform in a
manner  similar  to  the  Microsenzor, but with a substantial speed improvement.

The  Microsenzor  has  three  key  components:

     1.   The  emitter  is  a  neutron  source via Americium isotope production.
     2.   The receiver is a detector of gamma rays, the same as that used in the
          SuperSenzor.
     3.   The  controller  computer  software for interface and results display.

The  Microsenzor provides only chemical formulas as its result, without imaging.
We  have  conducted  laboratory tests of the Microsenzor for inspectors from the
Office  of the Inspector General of the Federal Aviation Administration, and are
currently  conducting  laboratory  tests  of the Minisenzor (under a Phase I DOD
SBIR  Grant)  at  the  University  of  California,  Irvine.

MARKETING  PLANS,  SALES,  GOVERNMENT  GRANTS  AND  PRODUCTION

The  market  niche  that we occupy, within the broad security and anti-terrorism
industry, is that of advanced detector technology.   This niche is characterized
by  expensive,  technologically advanced systems such as Computed Tomograhy (CT)
and  Quadrapole  Resonance  (QR)  systems for airline and customs screening, and
Ground  Penetrating  Radar  (GPR)  based  systems  for  landmine  detection.

Within  this  market niche, we believe our stoichiometric technology has several
competitive  advantages,  including  its ability to determine the exact chemical
formula  of  a  substance,  perform  trans-metal  deciphering,  operate  from  a
distance,  and  not  rely  on  user  interpretation.

     General  Marketing  Plans
     -------------------------

We  believe  our  technology  represents  a  new  generation  of improvements in
security  technology.  As  a result, we believe that a general education program
is  necessary  to persuade opinion leaders and the public of the benefits of our
technology.  We  must raise customer awareness, implement a customer development
program,  and  create  public  pressure  to  demand  adoption of our technology.

To increase customer awareness, we plan to gain an understanding of the specific
requirements  for  target  customers and explain how our technology will satisfy
their  requirements.  We  plan  to  explain  our  technology  through  technical
presentations,   on-site   demonstrations,   publishing  articles  in  technical
journals,  speaking at technical conferences, and creating opportunities to give
interviews  and  generate  media  attention.

We  expect that our customer development program will include developing a close
relationship  with the appropriate technical officers within a target customer's
organization.  We expect our program to include describing to potential customer
technical  personnel  how  the  technology  can  apply to their applications and
requirements.  We  hope  to  provide assistance in developing specifications and
statements  of  work  and  budgets and to provide additional briefings to higher
levels  of  management.


                                        9
<PAGE>
We  also  plan  to  develop  strategic  relationships  with suppliers of current
security  screening  products.  We believe that using our suppliers' established
channels  and  customers  will afford us quicker access to our targeted markets.

We  plan  to  raise awareness of the unique capabilities of our technology among
legislators,  non-technical decision makers and the general public.  Because our
technology  is  complex  it  will be very cost efficient to have a digital video
(both  on  CD and cassette), and printed promotional materials, that can be sent
to  prospective  customers, consultants, news reporters, and strategic partners.
This  prepackaged  promotional  material  will  save  on travel and presentation
costs--enabling us  to  send  packets  of information that concisely explain the
complex  technology  and  show  the  demonstration units in operation at minimal
cost.

To  facilitate  international  sales,  we  expect  to  work  with  a  network of
representatives  located in countries with identified opportunities.  We plan to
select  these  representatives  based  on  their  track record in selling to the
target  customers  and  to  compensate  them  on  a commission basis tied to the
contract  sales  price.  We  have  identified  some  of  the  prospective
representatives  we  would  like  to  retain.

We  hope  to  combine  the  effects  of  technical  presentations  to  potential
customers,  news  media  demonstrations and public relations to create a "public
demand" for our technology.  Publishing articles in technical journals, speaking
at technical conferences and creating opportunities to give interviews will be a
longer-term  strategy  to  continue  the  public demand for and awareness of our
technology.

For  the  time  being, we will try to segregate the deployment of our technology
from the general public. We anticipate a possible adverse public reaction to the
concept  of  "neutron  bombardment".  We  believe that any public objections can
ultimately  be  overcome  through  education.  Our Chief Scientist, Dr. Maglich,
believes  that our anticipated level of neutron radiation dose will result in 10
to 100 times less tissue damage than the level of x-ray radiation dose needed to
accomplish  security screening. Fast neutrons, which are used in our technology,
do not produce the same radioactive environment as thermal neutrons. Despite the
relative  safety  of  our technology, we propose to use our technology initially
only  for  screening procedures that are remote from the general public (such as
checked  baggage) to avoid this adverse public reaction, instead of proposing to
use  our  technology  for  high  profile  procedures  (such  as carry-on baggage
screening).  As  public  knowledge  and  awareness increase, we believe that the
broader  array  of  uses  for  our  technology  will  become  available.

     Specific  Marketing  Plans
     --------------------------

We  intend  to  focus  on  three  markets initially:  Airport security screening
(Transportation  Security  Administration),  landmine  detection  (Department of
Defense),  and  customs  screening (US Customs).  This initial list of customers
may  be  refined  or  altered as conditions dictate.  A separate but potentially
large  segment  includes industrial users.  We will pursue each market using the
same  core  technology.

     -    Stoichiometric   Luggage   Screening  Systems:  We  believe  that  our
          SuperSenzor  technology  can  be  integrated  into  luggage  screening
          systems  at  passenger  airports throughout the world to significantly
          reduce false alarm rates and to identify a wider variety of substances
          than  current anomaly detection scanning systems. One configuration of
          the technology may be a system that will screen an entire luggage cart
          at a time on a confirmation detection basis, as opposed to the current
          systems  that  screen  only  one bag at a time on an anomaly detection
          basis.   Although   these  systems  will  be  more  expensive  than  a
          single-piece  luggage  screening  system,  we  believe that government
          agencies  may  be  willing  to pay a higher price because of increased
          volume and time efficiency. Other configurations of the technology may
          be  a  system  that  will  screen  individual  checked  baggage  on  a
          confirmation  detection basis, or a system that is used in tandem with
          existing  systems  to enhance overall detection rates and reduce false
          alarm  rates.  We  recently  retained the consulting services of Isaac
          Yeffet,  a  leading  expert  on  airline  security due to his years of
          service  as  director  of  security  operations  for  El  Al, Israel's
          national  airline.  We believe that Mr. Yeffet will be instrumental in
          helping  us  to  communicate  the  advantages  of  our  technology  to
          government   officials  and   the  public.   Developing   a  strategic
          relationship  with a current supplier of screening products could also
          help  us  to  penetrate  the  market  more  quickly.


                                       10
<PAGE>
     -    Confirmation  Sensor  for Demining: We have identified governments and
          organizations  dedicated  to destroying landmines throughout the world
          as  candidates  for  purchasing  landmine  detection  systems. Current
          landmine  detection  systems succeed at identifying only metal casings
          and  tend  to  yield  a  very  high  false alarm rate. In contrast, we
          believe  our  SuperSenzor  will detect mines in both metal casings and
          plastic  casings  and  reduce  the false alarm rate. We recently had a
          grant  of  $70,000  approved  by  the  U.S.  Department of Defense for
          testing  our  technology  for  anti-tank  landmine  detection and were
          invited  to  submit  a  Phase  II  proposal  for  up  to  $730,000 for
          additional  in-depth  testing  of  our  technology.

     -    Customs  Screening  Systems: We plan to position ourselves as a direct
          supplier  to  major  governmental  agencies  responsible  for  customs
          screening.  We have completed tests on behalf of the U.S. Customs, and
          believe we are well-positioned with the only stoichiometric technology
          that  can scan sealed shipping containers for the chemical composition
          of  concealed  contraband.

We  intend to pursue other markets as well.  During this fiscal year, which ends
April 30, 2003, we plan to devote resources to exploiting the following markets:

     -    Bio-Defense:  We  have  identified  agencies such as the Department of
          Defense, the U.S. Postal Service, Federal Bureau of Investigation, the
          National  Institutes of Health and their foreign equivalents that have
          responsibility  for  detecting biological warfare agents as candidates
          for our SuperSenzor  technology.

     -    Bomb  Squad:  Because  police  departments  and the Bureau of Alcohol,
          Tobacco  and  Firearms  have  no  certain  method for determining if a
          suspicious  object  contains  explosives,  we  have  identified  these
          agencies  as  our market for the Microsenzor or Minisenzor technology.

     -    Industrial  Quality  Control:  We  have  identified  a wide variety of
          potential  industrial applications for our SuperSenzor, Minisenzor and
          Microsenzor  technologies, including detecting impurities in oil, gas,
          and  gemstones,  and  providing  qualitative elemental information for
          food  products.

     Sales  and  Government  Grants
     ------------------------------

We  have  not  made  any product sales to date.  Any future sales will depend on
negotiating  contracts  with  our customers and modifying our technology to meet
the  specifications  of  our  customers.  Because  our  targeted  customers  are
primarily  governmental agencies, we cannot predict the time frame on which they
may  obtain  approval  to  enter  into  contracts  to  adopt a new generation of
security  technology.  We  also  cannot predict the extent to which governmental
agencies  may require a commercial prototype specific to their application to be
developed  in  advance  of  entering  into  a  contract  to  purchase  products
incorporating  our  technology.  We hope to ship product based on our technology
within  24  months.

We  have  several  government  contracts/grants  which  have been awarded or are
pending,  including:

     -    SBIR  Phase  I

          We  are  completing  work  on  a Phase I SBIR Contract for $70,000 for
          testing  of  our  Minisenzor  technology  for  landmine  detection.

     -    SBIR  Phase  II

          We  have  submitted  a  Phase  II  SBIR  Proposal  for  $730,000  for
          development  of  a  SuperSenzor  based  landmine  detector.

     -    CalTIP

          We  have  submitted a proposal for up to $250,000 in matching funds to
          the  California  Technology  Investment Partnership (CalTIP), which is
          designated  for  marketing  and  markets  development.


                                       11
<PAGE>
     -    Navy

          We  have  submitted a proposal for $200,000 for a feasibility study on
          SuperSenzor's  ability  to  detect  Biological and Chemical weapons in
          sealed containers. This includes an option to build a prototype for an
          additional  approximately  $1.4  million.

     Production
     ----------

Taking  our  technology  into  commercial  production involves refinement of our
bench-top  prototypes  into  commercial products.  The commercial unit must take
into  account all relevant commercial standards for usage and shielding, as well
as specific customer requirements for detection, and physical unit packaging and
installation.  We  intend  to  conduct  this  work  both internally and with the
assistance  of  outside  partners.  This work will include developing commercial
blueprints,  deciding  upon  final  hardware  configurations, developing testing
standards,  designing control units to manipulate targets or manipulate the unit
itself  around  the  target,  and  integrating  shielding requirements.  Funding
requirements  include  internal  time  as  well  as the cost of contracting with
outside  firms.  Where  appropriate,  we  intend to ally ourselves with existing
participants  in the security field to minimize our technology's time to market.

COMPETITION

Our  fast  neutron  scanning is the only technology we know of that provides the
chemical  formula for conclusive identification of the target substance.  We are
not  aware  of  any other functional stoichiometric confirmation detector in the
world today.  We have not identified any such detector being sold in the various
markets  we  seek  to  exploit.  We  have  not encountered any patents or patent
applications  for  any  such  detectors  in  the  prosecution  of  the  patent
applications  we  have  filed for our technology.  We are not aware of any other
supplier or potential supplier of detection systems that are intended to perform
remote,  non-intrusive  confirmation  deciphering  of  the  chemical formulas of
concealed  substances.

From  a  market  perspective,  as  opposed to a technical perspective, there are
several other detection technologies being offered within our market niche.  The
following  is  a  partial  list  of  companies  that  market  high-end explosive
detection  and  cargo  screening  systems,  principally  for  airport  security
screening.  While none of these systems can confirm the identity of a substance,
they  are  recognized  currently  as  the  only systems that can provide anomaly
detection.

     COMPANY NAME                           PRODUCTS             COMMENT
     ------------------------------  ----------------------  ----------------
     InVision Technologies           CT Explosive detection   75% of Airports
     ------------------------------  ----------------------  ----------------
     L-3 Communications              CT Explosive detection   25% of Airports
     ------------------------------  ----------------------  ----------------
     OSI Systems, Inc.               Portable, vehicle,      Subcontractor to
                                     Cargo X-Ray             Invision
     ------------------------------  ----------------------  ----------------
     PerkinElmer                     X-Ray baggage           Not CT certified
                                     screening
     ------------------------------  ----------------------  ----------------
     American Science & Engineering  Backscatter X-ray
                                     Systems
     ------------------------------  ----------------------  ----------------

Quantum  Magnetics,  recently  acquired  by  InVision, has a pattern recognition
confirmation  detector  for  explosives  based  on magnetic pattern recognition,
which is being tested for deployment in airport security screening.  To the best
of  our  knowledge,  the  detector  cannot  "see  through" metal, has no imaging
capability  and  must  be  within  two  inches of the explosive to recognize it.

Our  competitors  are  established companies with operating histories.  They are
well  financed and have many contacts and connections in the industries in which
they  operate.  We  must effectively promote our technology in order to overcome
these  obstacles.  With  respect  to  these  detection  systems, we see the real
competition  as  being  the  challenge  of  educating  the  consumer  either  to
incorporate or to substitute our stoichiometric confirmation detector system for
the  existing  detection  system.


                                       12
<PAGE>
In  addition to the above companies which currently operate X-ray based systems,
we  have competitors that use gamma ray analysis, although their technologies do
not  have the same capabilities as ours.  We believe that these competitors will
seek  to compete with us in cargo screening and landmine detection.  We have two
principal  competitors  whose  technology  is  based  on  gamma  ray  analysis:

      COMPANY NAME         PRODUCTS
      -------------------  ---------------------
      Ancore               Pulsed Fast Neutron
                           Analysis
      -------------------  ---------------------
      Thermo Gammametrics  Coal, Cement, Mineral
                           Analysis systems
      -------------------  ---------------------

As  we  understand  its  current configuration, Ancore's system cannot determine
chemical  formulas,  and  it is heavy (weighing up to 12 tons) and expensive ($8
million  per  system).  As  we  understand  its  current  configuration,  Thermo
Gammametrics's systems use thermal neutrons produced by radioactive Californium,
and  they  cannot  detect  oxygen  or  carbon,  only  metallic  impurities.

Science  Applications  International Corporation currently sells systems to U.S.
Customs  that  scan  trucks,  railroad  cars  and sea containers using gamma ray
technology to generate images.  Science Applications International Corporation's
systems  "see  through"  metal  but  do  not  return  a  chemical  analysis.

In  addition  to  these  companies  using gamma ray analysis techniques, several
research  groups  exist which are pursuing gamma ray based technologies.  We are
not  aware  of  any  that  are nearing commercial production.  A partial list of
these  companies  includes the Special Technologies Lab of the DOE, the National
Labs,  and  the  Western  Kentucky  University  consortium.

We  will encounter barriers to entry in the advanced technology security market.
We  must obtain access to high-level governmental decision makers.  Although our
technology  may  be  an  improvement  over  existing  technology,  political
considerations  and  strong  lobbying  by competitors must be overcome.  We must
conduct  a  vigorous  public  relations  and  marketing  campaign  to  convince
governmental decision makers of the important technical innovations that we have
made.  We  must  achieve a number of certifications in order to be successful in
the  sales of our products, including FAA (now TSA) certification of our systems
for  use  in  airports,  DoD approval for use in military applications, and U.S.
Customs  approval  for  use at ports of entry.  Additionally, we must be granted
certifications  for  use  of  high-energy  neutrons  in  public  settings.

INTELLECTUAL  PROPERTY

We  have  filed  patent applications that are currently in the approval process.
We  expect  the  examination  period  to  begin  shortly and that patents may be
granted  in  2003.  We  have filed a total of six patent applications in various
jurisdictions:

     -    United  States  Patent  Office  - "Method and Apparatus for Detecting,
          Locating  and  Analyzing  Chemical  Compounds Using Subatomic Particle
          Activation"  (filed  on  February  20,  2001);
     -    United  States  Patent  Office  -  "Method  and  Apparatus for Neutron
          Microscopy  with  Stoichiometric  Imaging"  (filed  on June 18, 2001);
     -    Patent  Cooperation  Treaty  -  "Method  and  Apparatus  for  Neutron
          Microscopy  with  Stoichiometric  Imaging"  (filed  on June 18, 2002);
     -    Canada  -  "Method and Apparatus for Detecting, Locating and Analyzing
          Chemical  Compounds  Using  Subatomic  Particle  Activation" (filed on
          August  14,  2000);
     -    Japan  -  "Method  and Apparatus for Detecting, Locating and Analyzing
          Chemical  Compounds  Using  Subatomic  Particle  Activation" (filed on
          August  18,  2000);  and
     -    Europe  -  "Method and Apparatus for Detecting, Locating and Analyzing
          Chemical  Compounds  Using  Subatomic  Particle  Activation" (filed on
          September  14,  2000).


                                       13
<PAGE>
The  neutron  microscope  is a special version of the SuperSenzor that magnifies
images  and  combines  a  chemically  specific  analysis  designed  to  identify
"inclusions"  in  gemstones,  making  it  possible  to  determine their origins.

We are not aware of any other functional stoichiometric confirmation detector in
the  world  today.  We  have  not identified any such detector being sold in the
various  markets  we  seek  to  exploit.  We have not encountered any patents or
patent  applications for any such detectors in the prosecution of the patents we
have  filed  for  our  technology.

To date, we have not received any notification that our technology infringes the
proprietary  rights  of  third  parties.  Third  parties could however make such
claims  of infringement in the future.  Any future claims that do occur may have
a  material  adverse  affect  on  us  and  our  prospects.

Prior  to  the  reverse  take-over transaction, SLW's initial efforts focused on
establishing  a web-based nutritional supplement sales business.  We still own a
license  to  pursue this business, but until recently the licensor had failed to
provide  the  web-based support infrastructure it promised.  We will continue to
evaluate the economic viability of this business as the licensor establishes its
promised  web-based  infrastructure  to  determine  whether  we  will  allocate
resources  to  pursuing  this line of business.  At the present time, we believe
the uncertainty surrounding the licensor's ability to perform is too high for us
to  allocate  resources to exploit the license.  If we decide that future events
warrant pursuing this business, we have retained a consultant who will lead this
effort.

GOVERNMENT  REGULATION

Our  operations  are  subject  to  compliance  with  regulatory  requirements of
federal,  state  and  local  authorities.  While  compliance  with  applicable
regulations  has not adversely affected our operations in the past, there can be
no  assurance  that  we  will continue to be in compliance in the future or that
these  regulations  will  not change.  Current costs of compliance have not been
material to us, but we anticipate that they will be material as we commercialize
our  technology  into  products.

Because  our  technology  and its applications are so new, we are not certain of
all  of  the potential government regulation that may affect us. We believe that
certain  applications  of  our  technology  will  require approvals from various
government  organizations.  Examples  of  government  agencies that may regulate
applications  of our technology include the Federal Aviation Administration (now
the Transportation Security Administration), the Department of Defense, the U.S.
Customs  Service,  and the Food and Drug Administration in the case of potential
quality assurance applications for food and drugs. We expect that our technology
will  require  various potential environmental use approvals, particularly as it
relates  to  using  fast  neutrons  in  public  settings. The Nuclear Regulatory
Commission  may  also  regulate  our  use  of fast neutrons. Where regulation is
coordinated  between  federal,  state and local authorities, we expect the state
and  local  equivalents  of  these  federal agencies to regulate us as well. The
approvals from government organizations may take longer and be more difficult to
obtain  than expected. There is no assurance that any governmental approval that
might  be  required  will  ever  be  obtained, which could affect our ability to
commercialize  and  sell  our  technology.

We  plan  to  have government agencies as customers for the products we develop.
At  the  federal  level,  this  will  subject  our  contracting  to  the Federal
Acquisition  Regulations,  a  comprehensive  set  of  regulations  governing how
vendors  do  business  with  the  federal government.  We also apply for grants,
which are subject to regulation by the granting agencies.  Here again, where our
customers  or  grantors  are  state  or local governments, we will be subject to
similar  state  and  local  contracting  and  grant  regulations.

EMPLOYEES

As  of  July  22,  2002,  we had 7 full-time employees and 2 part-time employees
classified  as  follows:  3  full-time  executive  officers;  2  full-time and 1
part-time  technical  personnel;  and 2 full-time and 1 part-time administrative
personnel.  On  July 22, 2002, we also had 4 consultants. Two of the consultants
assist  with  sales  and  marketing  and  the  other  two  assist with technical
projects.

We believe that our ability to attract, hire, and retain qualified personnel now
and  in  the  future is important to our success.  While sourcing and recruiting
appropriate  technical  personnel  is often difficult and competitive, we expect
that  our need to recruit additional personnel in the future will not negatively
affect  our  operations.  We believe that our employee relations are good.  None
of  our  employees  are  represented  by  a  collective  bargaining  unit.


                                       14
<PAGE>
RESEARCH  AND  DEVELOPMENT

Our  future  success  will  depend  on  our  research and development efforts to
enhance  our  existing  technologies  and on development of applications for our
detection  technology.  For  the  fiscal years ended April 30, 2002 and 2001, we
spent  approximately  $558,184  and  $164,886,  respectively,  on  research  and
development  of  our  technology.

ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

We  lease  our  primary  offices  of  approximately 1,000 square feet in Irvine,
California  on  a  month-to-month  lease at a monthly lease rate of $1,900.  The
facilities  are  close  to all necessary services, including laboratories at the
University  of  California,  Irvine,  which  are  currently  used  for  certain
developmental  work. We pay $1,000 per month to use a nuclear reactor laboratory
at  the  University of California, Irvine for purposes of developing and testing
the  detectors.  The  term of the contract to use the laboratory is from June 1,
2002  to  December  31,  2003.  We  do  not  anticipate that while we are in the
development  stage  we  will require significant facilities over and above those
that  are  currently  leased  or  available.

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

In  March,  2002,  Keith  Cowan,  a  former  CEO  and  President  of  HiEnergy
Microdevices,  filed  a  lawsuit against HiEnergy Microdevices, Dr. Maglich, and
Mr.  Richard  Alden  in the Superior Court of the State of California, County of
Orange, Central Justice Center. The plaintiff served as the CEO and President of
HiEnergy  Microdevices  from December, 2001 through March 9, 2002. The plaintiff
had  an  employment agreement with HiEnergy Microdevices. The Complaint contains
the  following  claims:  (A)  failure to pay wages due in violation of the Labor
Code  against  HiEnergy  Microdevices  and  Dr.  Maglich; (B) breach of contract
against  HiEnergy  Microdevices  and  Dr.  Maglich;  (C)  false  representation
regarding  the  kind and character of the work against all three defendants; and
(D)  fraud against all three defendants. In the prayer for relief, the plaintiff
seeks  damages  in  the amount of $873,455, plus interest, penalties, attorney's
fees,  and  costs.  The  defendants  have  filed  a  reply  and the parties have
commenced  discovery.  We  deny the substance of the plaintiff's allegations and
intend  to vigorously defend this lawsuit. We cannot predict what the outcome of
the  lawsuit  may be or reasonably estimate the financial effect associated with
it.  Pursuant  to  our interpretation of the severance provisions of Mr. Cowan's
employment  agreement,  we  have included in our financial statements an accrued
liability of $150,000 at April 30, 2002

As  discussed  more  fully  in  Item  6, Management's Discussion and Analysis of
Financial  Condition  or  Plan  of  Operation, we have included in our financial
statements  an  accrued  liability  of $350,000 on April 30, 2002, in connection
with  tax  returns our subsidiary HiEnergy Microdevices is delinquent in filing.

Except  as  described  above,  to  the  knowledge  of our executive officers and
directors,  neither we nor our subsidiaries are party to any legal proceeding or
litigation and none of our property is the subject of a pending legal proceeding
and  our  executive  officers  and  directors  know  of  no  other threatened or
contemplated  legal  proceedings  or  litigation.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

No  matters  were  submitted to the shareholders during the year ended April 30,
2002.


                                       15
<PAGE>
                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS
-------------------------------------------------------------------------

Our  common  stock commenced trading on the Over-the-Counter Bulletin Board (the
"OTC BB") operated by the NASD under the symbol "SLWE" on February 27, 2002.  In
connection  with  the  change of SLW Enterprises' name to HiEnergy Technologies,
Inc.  on  April 30, 2002, our ticker symbol was changed from "SLWE" to "HIET" on
May  3, 2002.  The high and low closing sales prices for the quarter ended April
30,  2002  for  our  common  stock  were  $2.09 and $0.486, respectively.  These
quotations  reflect  inter-dealer  prices,  without retail mark-up, mark-down or
commission  and  may  not represent actual transactions.  The source of the high
and  low  closing sales price information is Financial Insight Systems, Inc. and
can  be  found  on  The  Nasdaq  Stock  Market,  Inc.  web-site.

Our  securities  are  subject to the Securities and Exchange Commission's "penny
stock"  rules.  The  penny  stock  rules may affect the ability of owners of our
shares  to sell them.  There may be a limited market for penny stocks due to the
regulatory  burdens  on  broker-dealers.  The  market  among  dealers may not be
active.  Investors  in  penny  stocks often are unable to sell stock back to the
dealer  that  sold  them  the stock.  The mark-ups or commissions charged by the
broker-dealers  might  be greater than any profit a seller may make.  Because of
large dealer spreads, investors may be unable to sell the stock immediately back
to  the  dealer at the same price the dealer sold the stock to the investor.  In
some  cases,  the  stock  may fall quickly in value.  Investors may be unable to
reap  any  profit  from  any  sale  of  the  stock,  if they can sell it at all.

Our  securities  are also subject to the Securities and Exchange Commission rule
that  imposes  special sales practice requirements upon broker-dealers that sell
such securities to other than established customers or accredited investors. For
purposes  of the rule, the phrase "accredited investor" means, in general terms,
institutions with assets exceeding $5,000,000 or individuals having net worth in
excess  of $1,000,000 or having an annual income that exceeds $200,000 (or that,
combined  with a spouse's income, exceeds $300,000). For transactions covered by
the  rule,  the  broker-dealer must make a special suitability determination for
the  purchaser  and receive the purchaser's written agreement to the transaction
prior  to  the sale. Consequently, the rule may affect the ability of purchasers
of  the  our  securities  to  buy  or  sell  in  any  market  that  may develop.

HOLDERS  OF  RECORD

On  July  22,  2002,  our issued and outstanding common stock totaled 22,613,098
shares,  held  by  146  shareholders  of record and by an undetermined number of
additional  shareholders  through  nominee or street name accounts with brokers.

Our  Board has approved and has recommended to our shareholders, for approval at
the  next  annual  meeting  of  shareholders,  a  change of domicile by HiEnergy
Technologies  from  the  State  of  Washington  to  the  State  of  Delaware.

DIVIDENDS

Our  Board  has not declared or paid cash dividends on our common stock and does
not  plan to pay any cash dividends in the near future. Our current policy is to
retain  all  earnings  to  finance  future  growth.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set forth below is information regarding the issuance and sale of our securities
without registration during the fiscal year ended April 30, 2002.  No such sales
involved  the  use  of an underwriter and no commissions were paid in connection
with  the  sale  of  any  securities.

On April 24, 2002, our Board authorized and approved the grant and issuance of a
stock  option to Dr. Bogdan Maglich to purchase 2,482,011 shares of common stock
at an exercise price of $0.134 per share.  The option will terminate on November
30,  2008.  The  stock  options  were  granted  and  issued  in exchange for Dr.
Maglich's agreement to cancel 111,040 HiEnergy Microdevices stock options issued
to   him   prior  to  the  acquisition  of  HiEnergy  Microdevices  by  HiEnergy
Technologies.  The  2,482,011 shares underlying the stock option were calculated
at  the  same  rate  as the voluntary share exchange transaction, or 22.3524 per


                                       16
<PAGE>
HiEnergy  Microdevices  share.  The  HiEnergy  Microdevices  stock  options were
cancelled.  We  believe  that  the  offer  and  sale  of  the  stock options and
underlying  common  stock  was  exempt  from  registration  under  Rule  506  of
Regulation  D  and/or  Section 4(2) under the Securities Act of 1933, as amended
(the  "Securities  Act").  Dr.  Maglich  is an executive officer and director of
both HiEnergy Microdevices and HiEnergy Technologies. The Board has approved the
grant  and  issuance of the stock option to Dr. Maglich and has recommended that
the  shareholders  of HiEnergy Technologies ratify the grant of the stock option
at  the  next  annual  meeting  of  shareholders.

On  April  25,  2002,  we  issued  14,380,200  shares  of  common  stock  to the
shareholders  of  HiEnergy  Microdevices  in  connection  with a voluntary share
exchange  offering  between  SLW  Enterprises  and  the shareholders of HiEnergy
Microdevices.  An  offering  memorandum  was  distributed to all of the HiEnergy
Microdevices  shareholders  20  business  days  before  the  offering closed. We
believe  that  the  private  placement  offering  was  exempt  under Rule 506 of
Regulation  D  and/or  Section  4(2)  under the Securities Act. In addition, for
those  HiEnergy  Microdevices  shareholders who reside outside the United States
and are not United States citizens, we believe that the offer and sale of common
stock  was  exempt  pursuant  to  Regulation  S  under  the  Securities  Act.

On April 25, 2002, we issued 1,225,000 shares of common stock in connection with
the initial closing of a private placement offering of our common stock at $1.00
per  share.  The  initial  closing  was  contingent  upon  closing  the  reverse
acquisition  of  HiEnergy  Microdevices by SLW Enterprises through the voluntary
share  exchange.  On  June  24,  2002, we issued an additional 500,000 shares of
common  stock  at  $1.00  per  share in connection with the final closing of the
private  placement.  An  offering memorandum was distributed to each prospective
investor.  We  believe that the private placement offering was exempt under Rule
506  of  Regulation D and/or Section 4(2) under the Securities Act. In addition,
for  those  investors  who  reside  outside the United States and are not United
States'  citizens, we believe that the offer and sale of common stock was exempt
pursuant  to  Regulation  S  under  the Securities Act. All of the investors who
purchased  shares  of common stock through the private placement were accredited
investors.

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
--------------------------------------------------------------------------------
OPERATION
---------

The  following  discussion  should  be  read  in  conjunction  with  our audited
Consolidated  Financial Statements included herein. Certain statements contained
herein  may constitute forward-looking statements, as discussed at the beginning
of  Part I of this Annual Report on Form 10-KSB. Our actual results could differ
materially  from  the results anticipated in the forward-looking statements as a
result  of  a  variety of factors, including those discussed in our filings with
the  Securities  and  Exchange  Commission  and in the subsection of this Item 6
entitled  "OUTLOOK:  ISSUES  AND  UNCERTAINTIES".

OVERVIEW

The  parent  public  company  was  incorporated  under  the laws of the State of
Washington on March 20, 2000 under the name SLW Enterprises Inc. with a business
plan  of  establishing  and  operating   a  vitamin,  mineral,  and  nutritional
supplements  distribution  business,  based  on   a  distribution  license  with
Vitamineralherb.com.  On  April  30,  2002,  SLW  changed  its  name to HiEnergy
Technologies,  Inc.  in conjunction with the acquisition of an approximately 92%
interest in HiEnergy Microdevices, Inc., a Delaware corporation based in Irvine,
California  in the business of developing a stoichiometric-based technology that
can  remotely  determine  the  empirical  chemical  composition  of  substances,
including  explosives,  biological weapons and illegal drugs. The acquisition of
HiEnergy  Microdevices  by  SLW occurred on April 25, 2002. The common shares of
HiEnergy  Technologies  currently  trade on the NASD's Over-the-Counter Bulletin
Board  under  the  symbol  "HIET".

SLW  acquired HiEnergy Microdevices, a Delaware corporation formed on August 21,
1995,  pursuant  to  a  Voluntary  Share  Exchange  Agreement  that provided the
framework  for the exchange of outstanding common stock of HiEnergy Microdevices
for  shares  of  common stock of SLW.  Pursuant to the voluntary share exchange,
SLW  offered to exchange 22.3524 shares of its common stock for each outstanding
share  of  HiEnergy  Microdevices'  common  stock.  On  the  closing date of the
offering,  April  24, 2002, 14,380,200 shares of common stock of SLW were issued
in  exchange  for approximately 92% of HiEnergy Microdevices' outstanding shares


                                       17
<PAGE>
of  common  stock  in  a  reverse  take-over  transaction.  As  a result of this
transaction,  former  shareholders  of  HiEnergy  Microdevices  came  to  own
approximately 65% of the outstanding equity of the parent public company and the
five  directors  of  HiEnergy Microdevices comprise five of the six directors of
the  parent  public company.

We  plan  to  develop   three   detection   systems  based   on  our  innovative
stoichiometric  technology,  which has been proven in the laboratory to remotely
and  non-intrusively determine the chemical formulas of concealed substances and
"see  through"  metals  and  other materials. Further, the technology has proven
during  testing  to  be  capable  of  determining  the  chemical  make-up of the
concealed  substances  without  the  need  of  being in close proximity with the
target.

Prior  to  the  reverse  take-over transaction, SLW's initial efforts focused on
establishing  a web-based nutritional supplement sales business.  We still own a
license  to  pursue this business, but until recently the licensor had failed to
provide  the  web-based support infrastructure it promised.  We will continue to
evaluate the economic viability of this business as the licensor establishes its
promised  web-based  infrastructure  to  determine  whether  we  will  allocate
resources  to  pursuing  this line of business.  At the present time, we believe
the uncertainty surrounding the licensor's ability to perform is too high for us
to  allocate  resources to exploit the license.  If we decide that future events
warrant pursuing this business, we have retained a consultant who will lead this
effort.

BASIS  OF  PRESENTATION

For  accounting  purposes,  the  voluntary  share  exchange  transaction between
HiEnergy   Technologies   and  HiEnergy  Microdevices  has  been  treated  as  a
recapitalization  of  HiEnergy  Technologies,  with HiEnergy Microdevices as the
accounting  acquiror  (reverse  acquisition),  and  has  been accounted for in a
manner  similar  to  a  pooling  of  interests.

We  have prepared our Consolidated Financial Statements on a going concern basis
in  accordance  with  generally  accepted  accounting  principles  in the United
States.  This  going concern basis of presentation assumes that we will continue
operations for the foreseeable future and will be able to realize our assets and
discharge  our liabilities and commitments in the normal course of business.  As
described  below  under  Liquidity  and  Capital Resources, there is substantial
uncertainty  about  our  ability  to continue as a going concern.  Our financial
statements do not include adjustments that might result from the outcome of this
uncertainty.

CRITICAL  ACCOUNTING  ESTIMATES

The discussion and analysis of our financial condition and results of operations
are  based  on  our  audited  Consolidated Financial Statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  on-going  basis,  we  evaluate  our estimates. We base our
estimates  on  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances, the results of which form the basis of making judgments about the
carrying  values  of  assets  and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.

OPERATING  RESULTS

For  the year ended April 30, 2002, we incurred a net loss of approximately $1.4
million, as compared to a net loss of approximately $288,000 for the same period
in  2001.  We had negative cash flows from operations of approximately $653,000.
In  addition,  we  had  an accumulated deficit of approximately $2.7 million and
were  in  the  development  stage  as  of  April 30, 2002.  These factors, among
others,  raise  substantial  doubt  about  our  ability  to  continue as a going
concern.  Our  audited  financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.


                                       18
<PAGE>
Revenue
-------

We  reported  no  operating revenue during the fiscal years ended April 30, 2002
and 2001.  Our 2002 revenues of  approximately $148,000, as compared to revenues
of  approximately  $80,000  for the year ended April 30, 2001, were derived from
government  grants   for   development  and  testing  of  our  remote  detection
technology.  We  have  not  commenced  selling  our products.  Until we complete
development  of  one  of  our  detector systems, our revenues will be limited to
government  grants.  We cannot predict exactly when we will complete development
of our planned detection systems and begin production for specific applications,
but expect that it will not be within the fiscal year that will end on April 30,
2003.

Operating  Expenses
-------------------

Our  operating  expenses  consist  primarily of salaries and benefits, costs for
general  corporate  functions, including finance, accounting and facilities, and
fees  for  professional  services.

Our  general and administration expenses increased to approximately $1.5 million
for  the  year  ended  April  30, 2002, from approximately $358,000 for the year
ended  April  30,  2001. The increase in operating expenses was primarily due to
increases  in  administrative  personnel,  general office, legal, accounting and
investor  relations  expenses,  as  well  as  research and development expenses.
Transactional  expenses  associated  with  the reverse takeover transaction with
HiEnergy  Microdevices  also  contributed  to  the  increase  in  expenses.

Depreciation
------------

Accumulated  depreciation  for  property  and  equipment  at  April 30, 2002 was
$7,432.  The  depreciation  expense  for the years ended April 30, 2002 and 2001
was  $5,469  and  $968,  respectively.

Delinquent  Tax  Returns
------------------------

HiEnergy  Microdevices, our majority-owned subsidiary, has not filed its federal
and  state  tax  returns  due  for  the years ended April 30, 1996 through 2001.
While  the  estimated  tax  has  been  accrued  as an expense, we will not be in
compliance  until  such  reporting is made.  The Boards of Directors of HiEnergy
Microdevices  and  HiEnergy  Technologies  have directed that any delinquent tax
returns  be  filed.

HiEnergy  Microdevices  has also not filed certain of its Forms 1099 and W-2 and
payroll  tax  returns  for  the  years ended April 30, 1996 through 2002.  As of
April  30,  2002,  HiEnergy Microdevices had accrued $350,000 for payroll taxes,
penalties  and  interest.  The  Boards of Directors of HiEnergy Microdevices and
HiEnergy  Technologies  have directed that any delinquent Forms 1099 and W-2 and
payroll  tax  returns  be  filed.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  of  April  30,  2002, we had cash and cash equivalents of approximately $1.1
million.  We  used  approximately  $653,000  for  operating  activities  and
approximately  $119,000  to  acquire  equipment  during the year ended April 30,
2002.  Our  cash  position  improved  during  fiscal year 2002 because we raised
approximately $1.4 million from sales of common stock and approximately $443,000
from  notes  payable.  As  of  April  30,  2002,  we  had current liabilities of
approximately  $1.4  million,  which  exceeded  our  cash on hand.  We have been
working  to  preserve  our  cash by managing our payables and seeking additional
financing.

After  purchasing  equipment,  paying  off  some notes payable, paying operating
expenses  and  raising  an  additional $500,000 during June 2002, as of July 22,
2002,  we  had  cash  of  approximately  $500,000,  short-term  payables  of
approximately  $141,000  and  payables  that  we  believe  we  can  extend  to a
three-to-six month time frame of approximately $460,000.  Since April, 2002, our
monthly  cash  used  in  operations  has been around $150,000, and we expect our
monthly  cash  used in operations to continue to be around that amount.  At that
rate,  we estimate that we will be able to fund our operations for another three
to  four  months  before requiring additional funding. There can be no assurance
that we will be able to continue as a going concern or achieve material revenues
or  profitable  operations.

Subsequent  to  April  30,  2002,  we  have repaid approximately $310,000 of the
approximately  $622,000  of related party notes payable that were outstanding on
April  30, 2002.  Of the remaining unpaid balance, approximately $178,000 is the
subject  of  litigation  with  the  former  president  of HiEnergy Microdevices,
approximately  $85,000  is in default or due on demand and approximately $50,000
is  due  to  our  Chief  Science  Officer when we raise additional funds.  After
filing our delinquent tax returns, we intend to negotiate payment schedules with
relevant  taxing  authorities.  As of April 30, 2002, we had accrued $350,000 as
an estimate of our liability in connection with unfiled returns, principally due
to  unpaid  employee  withholding,  social  security  and  medicare  taxes.


                                       19
<PAGE>
On  July  12,  2002,  we  executed  a  consulting agreement with Yeffet Security
Consultant,  Inc.  to provide consulting services to us, which include assisting
us  with  securing  government  grants  and bringing our products to market once
development  and testing are completed.  The agreement has a term of three years
and provides for cash payments to Yeffet Security Consultant, Inc. in the amount
of  $20,000  per  month  and  the  grant  of  an option to Mr. Isaac Yeffet, the
principal  of  Yeffet Security Consultant, Inc., to purchase 1,000,000 shares of
our  common  stock  at  an  exercise  price  of $1.00 per share.  The consulting
agreement  also provides that Yeffet Security Consultant, Inc. will be paid five
percent  of  gross  revenues  generated  from  business  it  produces  for  us.

The  continued  development and testing of our technology to create market-ready
products  depends  upon  raising  additional  funds.  Our  most  recent  private
placement  raised  $1,725,000,  with  a  closing of $1,225,000 of that amount in
April  2002  and  an  additional  $500,000 in June 2002. We believe that we will
require  a  total  of approximately $2,500,000 in order to continue implementing
our  business  plan during the fiscal year ending April 30, 2003, and anticipate
needing an additional $2,500,000 for the year ending April 30, 2004.  We believe
we  have sufficient authorized capital to raise $5 million during the coming two
fiscal  years,  as our Articles of Incorporation authorize 100,000,000 shares of
common  stock  and  20,000,000  shares of preferred stock.  As of July 22, 2002,
there  were  22,613,098  shares of common stock and no shares of preferred stock
outstanding.

We plan to continue to utilize a combination of equity financings and government
grants  to  fund  our short-term growth and are currently engaged in discussions
with  respect  to  raising  additional  capital.  However, we have no definitive
plans  or  arrangements  in  place with respect to additional capital sources at
this  time.  We  have no lines of credit available to us at this time.  There is
no assurance that additional capital will be available when or if required.  Our
planned  offering  and sale of our common stock will not be registered under the
Securities  Act  of  1933  and  may  not be offered or sold in the United States
absent  registration  or  an  applicable  exemption  from  the  registration
requirement.  This disclosure is not an offer of securities or a solicitation of
an  offer  to  buy  securities.  Placements  will be made only to investors with
preexisting  contacts  with  us  and  our  authorized  representatives.

The forecast of the period of time through which our financial resources will be
adequate  to support our operations is a forward-looking statement that involves
risks  and uncertainties.  Our actual funding requirements may differ materially
as  a  result of a number of factors, including unknown expenses associated with
the  development  and  testing  of  our  products, the cost of production of our
products  and  the  timing  of bringing our products to market.  There can be no
guarantee  that  financing  adequate  to  carry  out  our  business plan will be
available  on  terms  acceptable  to  us,  or  at  all.

We  have  no commitments to make capital expenditures for the fiscal year ending
April  30,  2003.  If  we  obtain adequate financing, however, we intend to make
capital expenditures of approximately $1.4 million during the fiscal year ending
April  30,  2003,  to  further the development and testing of our technology and
proposed  products.

RECENT  ACCOUNTING  PRONOUNCEMENTS

We  continue  to assess the effects of recently issued accounting standards. The
impact  of  all  recently  adopted  and  issued  accounting  standards  has been
disclosed  in  the  footnotes  to our audited Consolidated Financial Statements,
Note  3,  pages  37  to  39.

OUTLOOK:  ISSUES  AND  UNCERTAINTIES

Shareholders  and  prospective  purchasers  of our common stock should carefully
consider  the  following  risk  factors  in  addition  to  the other information
appearing  in  this  Form  10-KSB  and our other filings with the Securities and
Exchange  Commission.


                                       20
<PAGE>
BUSINESS  RISKS
---------------

     WE  ARE  A  DEVELOPMENT  STAGE  COMPANY  THAT  HAS NOT COMMENCED COMMERCIAL
     OPERATIONS  AND  THEREFORE DO NOT HAVE THE EXPERIENCE TO PREDICT WHETHER WE
     WILL  GENERATE  REVENUE  IN  THE  FUTURE

We are a development stage company.  As a result, our business model is still in
an evolving stage.  Since we have not commenced commercial operations, we do not
have  the benefit of the many years of experience that some other companies have
and  can  use  to  modify  their  business  plans  and  optimize  their business
strategies.  Our  ability  to  generate  revenue  and  income  is  unproven.


      THE  SUCCESS  OF  OUR  BUSINESS  DEPENDS  UPON  COMPLETING DEVELOPMENT AND
      TESTING  OF OUR STOICHIOMETRIC TECHNOLOGY AND OUR DETECTION SYSTEMS WITHIN
      A  REASONABLE  PERIOD  OF  TIME.

Laboratory  experiments  have  demonstrated  the  basic  capability  of  the
stoichiometric  technology  to remotely determine the chemical formula of hidden
substances.  That  technology must now be converted into saleable products.  The
development of products based on the technology may take longer, cost more or be
more  difficult  than  expected.  We  anticipate  responding to the markets that
present  themselves  at the time our products are ready to be sold, and as such,
our business and marketing approach may change from time to time.  No assurances
can  be  made  that  the changes in the marketing of our products will meet with
success.  In  addition,  if  we  are  unable  to complete the development of our
technology  and at least one of our detection systems within a reasonable period
of  time,  we may miss the opportunity to capitalize on our lead time to market.
The  lost revenue associated with such a delay may negatively affect our ability
to  fund  our  operations  and  generate  a  profit.

     WE  REQUIRE  DEBT  OR  EQUITY  FUNDING, WHICH MAY NOT BE AVAILABLE AND WILL
     DILUTE  THE  OWNERSHIP  INTERESTS  OF  OUR  SHAREHOLDERS.

Our  ultimate  success depends on our ability to raise additional capital either
through debt or equity financing. We must secure enough funds to pay our current
liabilities and fund the research and development of our products and increasing
operational  expenses.  Some  of our liabilities consist of amounts owing to the
IRS  in  taxes, interest and penalties due to the late filing of tax returns and
other  forms  by  HiEnergy  Microdevices.  As of April 30, 2002, we have accrued
$350,000 as an estimate of the delinquent payroll taxes, interest and penalties,
not  including  delinquent  income  taxes, interest and penalties, that HiEnergy
Microdevices  may  owe  to  the  IRS.  There  is no assurance that funds will be
available  from  any source or, if available, that they can be obtained on terms
acceptable  to us. If unavailable, our operations could be severely limited, and
we  may not be able to implement our business plan in a timely manner or at all.
If  equity  financing is used to raise additional working capital, the ownership
interests  of  our  existing  shareholders  will  be  diluted.

     WE  HAVE  RECEIVED  A  GOING  CONCERN  OPINION  FROM  OUR  AUDITORS.

Our  Consolidated Financial Statements have been prepared on the assumption that
we  will continue as a going concern. Our independent auditors have issued their
report dated June 21, 2002, which includes an explanatory paragraph stating that
our  recurring  losses  and  accumulated  deficit,  among  other  things,  raise
substantial  doubt  about  our  ability  to continue as a going concern. We must
continue  to  rely  upon financing from the sale of equity securities to sustain
our  operations. If we cannot continue our operations as a going concern, we may
have  to  liquidate  our  business  and  investors  could  lose  their  entire
investments.

     OUR  OPERATING  RESULTS  ARE LIKELY TO FLUCTUATE SIGNIFICANTLY, WHICH COULD
     INCREASE  THE  VOLATILITY  OF  OUR  STOCK  PRICE.

We  are  a  development  stage company.  For this reason, you should not rely on
period-to-period  comparisons  of our financial results as indications of future
results.  Our  future  operating  results  could  fall below the expectations of
public market analysts or investors and significantly reduce the market price of
our  common  stock.  Fluctuations  in  our  operating results could increase the
volatility  of  our  stock  price.


                                       21
<PAGE>
     WE  DEPEND  UPON DR. BOGDAN MAGLICH TO IMPLEMENT OUR BUSINESS PLAN, AND THE
     LOSS  OF  DR.  MAGLICH  WOULD SIGNIFICANTLY AFFECT OUR BUSINESS OPERATIONS.

We  are  dependent upon Dr. Bogdan Maglich, our Chairman and Chief Scientist, to
implement  our  business plan. Dr. Maglich is the inventor of the stoichiometric
technology and the three detection system prototypes being developed by us.  The
loss  of  Dr. Maglich would affect our ability to implement our business plan to
finish  development  of the technology and bring products to market. We have not
obtained  key  man  insurance  with  respect  to  any  of  our  employees.

     WE  MAY  BE  UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, TRADE SECRETS AND
     KNOW-HOW,  WHICH  WOULD  REMOVE  A  BARRIER TO COMPETITION AND MAY DIRECTLY
     AFFECT  THE  AMOUNT  OF  REVENUE  WE  ARE ABLE TO GENERATE WHEN WE COMMENCE
     SELLING  OUR  PRODUCTS.

The  success  of  our business is dependent on our ability to keep trade secrets
and  obtain  patents  covering  our  technologies  as  well as on our ability to
develop  applications  for  our  detection  systems  to  meet  the  needs of the
marketplace.   Although   we   intend   to  employ  various  methods,  including
trademarks,  patents,  copyrights and confidentiality agreements with employees,
consultants and third party businesses, to protect our intellectual property and
trade  secrets,  there  can be no assurance that we will be able to maintain the
confidentiality  of  our proprietary technologies, know-how or trade secrets, or
that  others will not independently develop substantially equivalent technology.
The  failure  or inability to protect these rights could have a material adverse
effect  on  our  operations  due  to  increased  competition  or  the expense of
prosecuting  infringements  of  our  intellectual  property.

     WE  MAY  NOT  BE  ABLE TO EFFECTIVELY MANAGE OUR GROWTH, WHICH COULD HAVE A
     MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS  OPERATIONS.

When  our  products  are  ready, we plan to rapidly and significantly expand our
operations  domestically and internationally and anticipate further expansion to
take advantage of market opportunities. Our ability to manage our growth depends
in  part  upon  our  ability  to  develop  and  establish  effective  operating,
management,  information and financial systems, and production facilities, which
will  significantly increase our future operating expenses.  No assurance can be
given  that  we  will  grow in the future or that we will be able to effectively
manage  such growth.  Our inability to manage our growth successfully could have
a  material  adverse  effect on our business, financial condition and results of
operations.  We  cannot  successfully implement our business model if we fail to
manage  our  growth.

     WE  ARE  SUBJECT  TO  LEGAL PROCEEDINGS THAT COULD RESULT IN JUDGMENTS THAT
     WOULD  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS.

HiEnergy  Microdevices is being sued by Keith Cowan, a former CEO and President.
See "Legal Proceedings".  An adverse judgment could result in a substantial debt
that  could  have  a  material  adverse  effect  on  our  business.

INVESTMENT  RISK
----------------

     THE  PRICE  OF  OUR  STOCK  IS  EXPECTED  TO  BE  HIGHLY  VOLATILE

The  market  price  of  our common stock has fluctuated significantly in the few
months  it has been traded, and is likely to continue to be highly volatile.  To
date,  the  trading  volume in our stock has been relatively low and significant
price fluctuations can occur as a result. If the low trading volumes experienced
to  date  continue,  such  fluctuations  could  occur  in the future.  We cannot
provide  assurance that the sale price of our common stock will not fluctuate or
decline  significantly  in the future. In addition, the U.S. equity markets have
from  time to time experienced significant price and volume fluctuations.  These
broad  market  fluctuations  may materially adversely affect the market price of
our  common  stock  in  the  future. Such fluctuations and variations may be the
result  of  changes in our business or prospects, announcements of technological
innovations and new products by competitors, our competitors or us entering into
new  contractual  relationships  with  the  government  or  strategic  partners,
proposed  acquisitions  by us or our competitors, financial results that fail to
meet   public   market   analyst   expectations   of   performance,   regulatory
considerations  and  general  market  and  economic  conditions  in the U.S. and
throughout  the  world.


                                       22
<PAGE>
     OUR  BOARD  OF  DIRECTORS'  AUTHORITY  TO  SET  RIGHTS  AND  PREFERENCES OF
     PREFERRED  STOCK  MAY PREVENT A CHANGE IN CONTROL BY SHAREHOLDERS OF COMMON
     STOCK.

Our  preferred  shares  may  be  issued  in  series  from time to time with such
designation,  rights,  preferences  and  limitations  as  our Board of Directors
determines  by  resolution  and  without  shareholder   approval.   This  is  an
anti-takeover  measure. Our Board of Directors has exclusive discretion to issue
preferred  stock  with rights that may trump those of common stock. Our Board of
Directors  could  use  an  issuance  of  preferred stock with dilutive or voting
preferences  to  delay,  defer  or prevent common shareholders from initiating a
change  in  control  of  HiEnergy  Technologies  or  reduce the rights of common
shareholders  to  the net assets upon dissolution. Preferred stock issuances may
also  discourage  takeover  attempts  that  may offer premiums to holders of our
common  stock.

     A  SMALL  GROUP  OF  OUR  EXISTING SHAREHOLDERS OWN A SIGNIFICANT NUMBER OF
     SHARES  AND  THEIR  INTERESTS  MAY  DIFFER  FROM  OTHER  SHAREHOLDERS.

Our  directors  and  executive officers currently beneficially own approximately
58%  of  the  outstanding  shares  of  our common equity. See "Item 11, Security
Ownership  of  Certain Beneficial Owners and Management".  Accordingly, they may
exercise  control  over the outcome of any corporate transaction or other matter
submitted  to  the  shareholders for approval, including mergers, consolidations
and  the  sale of all or substantially all of HiEnergy Technologies' assets. The
interests  of  these  shareholders  may  differ  from the interests of the other
shareholders, which could result in investors not being able to realize the full
value  of  their  stock  in  the event of a proposed transaction rejected by the
control  group.

     SHAREHOLDERS  DO  NOT  HAVE THE AUTHORITY TO CALL A SPECIAL MEETING AND OUR
     BOARD  MEMBERS  WILL  BE  SERVING  STAGGERED  TERMS,  THEREBY  DISCOURAGING
     TAKEOVER  ATTEMPTS.

Pursuant  to  our Articles of Incorporation, only our Board of Directors has the
power  to  call  a  special  meeting of the shareholders and our directors serve
staggered  terms  of  one,  two and three years, thereby limiting the ability of
shareholders  to  effect  a  change  in  control  of  HiEnergy  Technologies.

     LIMITED  LIABILITY  OF  OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE
     SHAREHOLDERS  FROM  BRINGING  A  LAWSUIT  AGAINST  THEM.

Our Articles of Incorporation contain provisions that limit the liability of our
directors  for  monetary damages and provide for indemnification of our officers
and  directors.  These  provisions  may  discourage shareholders from bringing a
lawsuit  against  officers  and directors for breaches of fiduciary duty and may
also  reduce  the  likelihood  of  derivative  litigation  against  officers and
directors even though such action, if successful, might otherwise have benefited
the  shareholders.  In  addition,  a  shareholder's   investment   in   HiEnergy
Technologies  may  be  adversely affected to the extent that costs of settlement
and  damage  awards  against  officers  or  directors  are  paid   by   HiEnergy
Technologies  pursuant  to  the  indemnification  provisions  of the articles of
incorporation.  The impact on a shareholder's investment in terms of the cost of
defending  a lawsuit may deter the shareholder from bringing suit against one of
our  officers or directors. We have been advised that the SEC takes the position
that  these  provisions  do  not  affect  the  liability  of  any director under
applicable  federal  and  state  securities  laws.


                                       23
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Independent Auditor's Report dated July 5, 2002,
except for Note 11 as to which the date is July
23, 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Consolidated Balance Sheet as at April 30, 2002
(audited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26-27

Consolidated Statements of Operations for the
years ended April 30, 2002 and 2001, and the
period from August 21, 1995 (inception) to April
30, 2002 (audited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Consolidated Statements of Shareholders Equity for
the years ended April 30, 2002 and 2001, and the
period from August 21, 1995 (inception) to April
30, 2002 (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29-30

Consolidated Statements of Cash Flows for the years
ended April 30, 2002 and 2001, and the period from
August 21, 1995 (inception) to April 30, 2002
(audited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31-32

Notes to Consolidated Financial Statements
(audited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33-48


                                       24
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT



Board  of  Directors  and  Shareholders
HiEnergy  Technologies,  Inc.
(formerly  SLW  Enterprises,  Inc.)
and  subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheet  of  HiEnergy
Technologies,   Inc.   (formerly   SLW   Enterprises,   Inc.)  and  subsidiaries
(development stage companies) as of April 30, 2002, and the related consolidated
statements  of  operations, shareholders' equity, and cash flows for each of the
two  years  in  the  period ended April 30, 2002, and the period from August 21,
1995  (inception)  to  April  30,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial   position   of   HiEnergy
Technologies, Inc. (formerly SLW Enterprises, Inc.) and subsidiaries as of April
30,  2002,  and the results of their operations and their cash flows for each of
the two years in the period ended April 30, 2002, and the period from August 21,
1995  (inception)  to  April  30,  2002 in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial statements, during the year ended April 30, 2002, the Company incurred
a  net  loss  of  $1,389,530,  and it had negative cash flows from operations of
$652,585.  In addition, the Company had an accumulated deficit of $2,724,564 and
was in the development stage as of April 30, 2002.  These factors, among others,
as  discussed  in  Note  2  to the financial statements, raise substantial doubt
about  the  Company's ability to continue as a going concern. Management's plans
in  regard  to  these  matters  are  also  described  in  Note 2.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


/s/ Singer Lewak Greenbaum & Goldstein LLP

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
June 5, 2002, except for Note 11 as to which the date is July 23, 2002


                                       25
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                      CONSOLIDATED BALANCE SHEET
                                                                  APRIL 30, 2002
================================================================================

                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                           $1,078,136
  Accounts receivable                                                     29,166
  Other current assets                                                     7,500
                                                                      ----------

    Total current assets                                               1,114,802

PROPERTY AND EQUIPMENT, net                                              114,568
                                                                      ----------

        TOTAL ASSETS                                                  $1,229,370
                                                                      ==========


   The accompanying notes are an integral part of these financial statements.


                                       26
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                      CONSOLIDATED BALANCE SHEET
                                                                  APRIL 30, 2002
================================================================================


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                                                  $   209,895
  Accrued expenses                                                      151,567
  Accrued payroll and payroll taxes                                     350,000
  Accrued interest                                                       29,767
  Notes payable - related parties                                       621,691
  Convertible notes payable - related parties                            35,400
                                                                    ------------

    Total current liabilities                                         1,398,320
                                                                    ------------

MINORITY INTEREST, 20,540 shares issued and outstanding                  18,923
                                                                    ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
  Preferred stock, $0.0001 par value
    20,000,000 shares authorized
    none issued and outstanding                                               -
  Common stock, $0.0001 par value
    100,000,000 shares authorized
    22,075,200 shares issued and outstanding                              2,208
  Additional paid-in capital                                          2,534,483
  Deficit accumulated during the development stage                   (2,724,564)
                                                                    ------------

      Total shareholders' deficit                                      (187,873)
                                                                    ------------

        TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                 $ 1,229,370
                                                                    ============


   The accompanying notes are an integral part of these financial statements.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                                                      HIENERGY TECHNOLOGIES, INC.
                                                 (FORMERLY SLW ENTERPRISES, INC.)
                                                                 AND SUBSIDIARIES
                                                    (DEVELOPMENT STAGE COMPANIES)
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                  FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 AND
                FOR THE PERIOD FROM AUGUST 21, 1995 (INCEPTION) TO APRIL 30, 2002
=================================================================================


                                                                       For the
                                                                     Period from
                                                                      August 21,
                                            For the Year Ended           1995
                                                 April  30,         (Inception) to
                                         --------------------------    April 30,
                                             2002          2001          2002
                                         ------------  ------------  ------------
<S>                                      <C>           <C>           <C>
CONTRACT REVENUES                        $   148,166   $    80,000   $   325,916

OPERATING EXPENSES
  Sales and administration                 1,525,276       358,432     3,009,442
                                         ------------  ------------  ------------

LOSS FROM OPERATIONS                      (1,377,110)     (278,432)   (2,683,526)

OTHER INCOME (EXPENSE)
  Interest expense                           (10,486)       (7,089)      (30,055)
                                         ------------  ------------  ------------

LOSS BEFORE PROVISION FOR INCOME TAXES    (1,387,596)     (285,521)   (2,713,581)

PROVISION FOR INCOME TAXES                     1,934         2,546        10,983
                                         ------------  ------------  ------------

NET LOSS                                 $(1,389,530)  $  (288,067)  $(2,724,564)
                                         ============  ============  ============

BASIC AND DILUTED LOSS PER SHARE         $     (0.08)  $     (0.02)  $     (0.03)
                                         ============  ============  ============

WEIGHTED-AVERAGE COMMON SHARES
  OUTSTANDING                             17,783,760    14,693,224    11,373,918
                                         ============  ============  ============

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       28
<PAGE>
<TABLE>
<CAPTION>
                                                         HIENERGY TECHNOLOGIES, INC.
                                                    (FORMERLY SLW ENTERPRISES, INC.)
                                                                    AND SUBSIDIARIES
                                                       (DEVELOPMENT STAGE COMPANIES)
                                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE PERIOD FROM AUGUST 21, 1995 (INCEPTION) TO APRIL 30, 2002
====================================================================================

                                                              Deficit
                                                            Accumulated
                             Common Stock       Additional  during  the
                        ----------------------   Paid-In    Development
                          Shares      Amount     Capital       Stage        Total
                        ----------  ----------  ---------  -------------  ----------
<S>                     <C>         <C>         <C>        <C>            <C>
BALANCE, AUGUST 21,
  1995 (INCEPTION)              -   $       -   $      -   $          -   $       -
RECAPITALIZATION UPON
  REVERSE MERGER        6,470,000         648       (634)                        14
ISSUANCE OF COMMON
  STOCK FOR SERVICES      734,771          73      8,157                      8,230
NET LOSS                                                        (39,387)    (39,387)
                        ----------  ----------  ---------  -------------  ----------

BALANCE, APRIL 30,
  1996                  7,204,771         721      7,523        (39,387)    (31,143)
 ISSUANCE OF COMMON
  STOCK FOR SERVICES        3,219           -         36                         36
NET LOSS                                                       (110,004)   (110,004)
                        ----------  ----------  ---------  -------------  ----------

BALANCE, APRIL 30,
  1997                  7,207,990         721      7,559       (149,391)   (141,111)
ISSUANCE OF COMMON
  STOCK FOR CASH          596,589          60    144,492                    144,552
ISSUANCE OF COMMON
  STOCK FOR SERVICES    1,451,928         145     16,905                     17,050
NET LOSS                                                       (293,019)   (293,019)
                        ----------  ----------  ---------  -------------  ----------

BALANCE, APRIL 30,
  1998                  9,256,507         926    168,956       (442,410)   (272,528)
ISSUANCE OF COMMON
  STOCK FOR CASH          264,852          26    151,204                    151,230
ISSUANCE OF COMMON
  STOCK FOR SERVICES    2,167,620         217     49,542                     49,759
NET LOSS                                                       (272,426)   (272,426)
                        ----------  ----------  ---------  -------------  ----------

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                          HIENERGY TECHNOLOGIES, INC.
                                                     (FORMERLY SLW ENTERPRISES, INC.)
                                                                     AND SUBSIDIARIES
                                                        (DEVELOPMENT STAGE COMPANIES)
                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE PERIOD FROM AUGUST 21, 1995 (INCEPTION) TO APRIL 30, 2002
=====================================================================================


                                                               Deficit
                                                             Accumulated
                             Common Stock        Additional  during  the
                      -------------------------   Paid-In    Development
                        Shares        Amount      Capital       Stage        Total
                      -----------  ------------  ----------  ------------  ----------
<S>                   <C>          <C>           <C>         <C>           <C>
BALANCE, APRIL 30,
  1999                11,688,979   $     1,169   $  369,702  $  (714,836)  $(343,965)
ISSUANCE OF COMMON
  STOCK FOR CASH         638,548            64      295,582                  295,646
ISSUANCE OF COMMON
  STOCK FOR SERVICES   1,914,570           191       85,046                   85,237
NET LOSS                                                        (332,131)   (332,131)
                      -----------  ------------  ----------  ------------  ----------

BALANCE, APRIL 30,
  2000                14,242,097         1,424      750,330   (1,046,967)   (295,213)
ISSUANCE OF COMMON
  STOCK FOR CASH         465,437            47      109,683                  109,730
ISSUANCE OF COMMON
  STOCK FOR SERVICES     371,035            37       36,431                   36,468
NET LOSS                                                        (288,067)   (288,067)
                      -----------  ------------  ----------  ------------  ----------

BALANCE, APRIL 30,
  2001                15,078,569         1,508      896,444   (1,335,034)   (437,082)
ISSUANCE OF COMMON
  STOCK FOR CASH         712,071            71      181,498                  181,569
ISSUANCE OF COMMON
  STOCK FOR SERVICES   5,059,560           506      231,664                  232,170
PRIVATE PLACEMENT      1,225,000           123    1,224,877                1,225,000
NET LOSS                                                      (1,389,530) (1,389,530)
                      -----------  ------------  ----------  ------------  ----------

BALANCE, APRIL 30,
  2002                22,075,200   $     2,208   $2,534,483  $(2,724,564)  $(187,873)
                      ===========  ============  ==========  ============  ==========

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       30
<PAGE>
<TABLE>
<CAPTION>
                                                               HIENERGY TECHNOLOGIES, INC.
                                                          (FORMERLY SLW ENTERPRISES, INC.)
                                                                          AND SUBSIDIARIES
                                                             (DEVELOPMENT STAGE COMPANIES)
                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 AND
                         FOR THE PERIOD FROM AUGUST 21, 1995 (INCEPTION) TO APRIL 30, 2002
==========================================================================================

                                                                                For the
                                                                              Period from
                                                                               August 21,
                                                       For the Year Ended         1995
                                                           April  30,        (Inception) to
                                                    ------------------------    April 30,
                                                        2002         2001         2002
                                                    ------------  ----------  ------------
<S>                                                 <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $(1,389,530)  $(288,067)  $(2,724,564)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation                                        5,469         968         7,432
      Compensation expense relating to issuance of
        common stock in exchange for services
        rendered                                        232,170      36,468       428,950
      Compensation expense relating to issuance of
        common stock in exchange for services
        rendered to minority shareholders                 4,000           -        18,923
      Additional compensation to officer                 42,171           -        42,171
      Increase in
        Accounts receivable                             (29,166)          -       (29,166)
        Other current assets                             (7,500)          -        (7,500)
      Increase in
        Accounts payable                                185,027      24,546       209,897
        Accrued expenses                                119,579       2,227       151,583
        Accrued payroll and payroll taxes               175,000      35,000       350,000
        Accrued interest                                 10,195       7,090        29,767
                                                    ------------  ----------  ------------

Net cash used in operating activities                  (652,585)   (181,768)   (1,522,507)
                                                    ------------  ----------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                   (118,510)          -      (122,000)
                                                    ------------  ----------  ------------

Net cash used in investing activities                  (118,510)          -      (122,000)
                                                    ------------  ----------  ------------

       The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>
                                                           HIENERGY TECHNOLOGIES, INC.
                                                      (FORMERLY SLW ENTERPRISES, INC.)
                                                                      AND SUBSIDIARIES
                                                         (DEVELOPMENT STAGE COMPANIES)
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       FOR THE YEARS ENDED APRIL 30, 2002 AND 2001 AND
                     FOR THE PERIOD FROM AUGUST 21, 1995 (INCEPTION) TO APRIL 30, 2002
======================================================================================


                                                                            For the
                                                                          Period from
                                                                           August 21,
                                                    For the Year Ended        1995
                                                          April 30,      (Inception) to
                                                   ----------------------   April 30,
                                                      2002        2001        2002
                                                   -----------  ---------  -----------
<S>                                                <C>          <C>        <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock in
    private placement                              $1,225,000   $      -   $1,225,000
  Proceeds from issuance of common stock              181,569    109,730      882,723
  Recapitalization of reverse merger                       14          -            -
  Proceeds from notes payable - related parties       443,007     39,456      579,520
  Proceeds from convertible notes payable -
    related parties                                     5,400     25,000       55,400
  Payments on convertible notes payable -
    related parties                                    (9,280)   (10,720)     (20,000)
                                                   -----------  ---------  -----------

Net cash provided by financing activities           1,845,710    163,466    2,722,643
                                                   -----------  ---------  -----------

Net increase (decrease) in cash and cash
  equivalents                                       1,074,615    (18,302)   1,078,136

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                3,521     21,823            -
                                                   -----------  ---------  -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD           $1,078,136   $  3,521   $1,078,136
                                                   ===========  =========  ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  INTEREST PAID                                    $        -   $      -   $        -
                                                   ===========  =========  ===========

  INCOME TAXES PAID                                $    1,934   $  2,546   $   10,983
                                                   ===========  =========  ===========

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                       32
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  1  -  ORGANIZATION  AND  LINE  OF  BUSINESS

     General
     -------
     HiEnergy Technologies, Inc. ("HiEnergy") was incorporated on March 20, 2000
     under  the  laws  of  the  state  of  Washington.

     HiEnergy and its subsidiaries (collectively, the "Company") are development
     stage companies that were organized to develop the "Atometer," commercially
     known  as  the "SuperSenzor," which is technology for numerous governmental
     and  commercial  applications  and  markets,  including  airport  security
     screening;  border  patrol/customs  control  drug and contraband detection;
     bomb,  biological,  and  chemical  weapons  detection,  including  landmine
     clearance; detecting of impurities in crude oil, coal, and natural gas; and
     "fingerprinting"  of  diamonds  and  other  gemstones.  This  leading  edge
     detection  technology  can remotely and non-intrusively decipher (including
     through  metal)  the  chemical  formulas  of  concealed  biological agents,
     explosives,  drugs,  and  other  substances  and  their  locations.

     Merger
     ------
     On  April  25,  2002,  HiEnergy Microdevices, Inc. ("Microdevices") entered
     into  a  voluntary share exchange agreement, whereby it acquired 92% of the
     outstanding  common  stock of HiEnergy in exchange for 14,380,200 shares of
     newly  issued  common  stock.  For accounting purposes, the transaction has
     been  treated  as  a recapitalization of HiEnergy, with Microdevices as the
     accounting  acquirer (reverse acquisition), and has been accounted for in a
     manner  similar  to  a  pooling  of  interests.

     Microdevices  was incorporated on August 21, 1995 in the state of Delaware.
     HiEnergy  had minimal assets and liabilities at the date of the acquisition
     and  did  not  have  significant  operations  prior  to  the  acquisition.
     Therefore,  no  pro  forma  information  is  presented.


NOTE  2  -  GOING  CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally  accepted accounting principles which contemplate continuation of
     the  Company  as  a going concern. However, during the year ended April 30,
     2002,  the  Company  incurred a net loss of $1,389,530, and it had negative
     cash  flows  from  operations  of $652,585. In addition, the Company had an
     accumulated  deficit  of  $2,724,564 and was in the development stage as of
     April  30,  2002. These factors raise substantial doubt about the Company's
     ability  to  continue  as  a  going  concern.


                                       33
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  2  -  GOING  CONCERN  (CONTINUED)

     Recovery  of  the  Company's  assets  is  dependent upon future events, the
     outcome  of which is indeterminable. Successful completion of the Company's
     development  program  and  its  transition  to the attainment of profitable
     operations  is  dependent  upon  the  Company  achieving  a  level of sales
     adequate  to support the Company's cost structure. In addition, realization
     of  a  major  portion  of  the  assets in the accompanying balance sheet is
     dependent upon the Company's ability to meet its financing requirements and
     the  success  of  its plans to develop and sell its products. The financial
     statements  do  not  include any adjustments relating to the recoverability
     and  classification of recorded asset amounts or amounts and classification
     of  liabilities  that  might  be  necessary should the Company be unable to
     continue  in  existence.

     In  addition  to  the capital raised as of April 30, 2002 through a private
     placement,  the  Company  is  currently  negotiating with certain investors
     about  raising  additional  capital  through  private  placement offerings.
     Unless  the  Company  raises  additional  funds,  either  by debt or equity
     issuances,  management  believes  that  its  current  cash  on hand will be
     insufficient  to  cover its working capital needs until the Company's sales
     volume  reaches  a  sufficient  level  to  cover  operating  expenses.


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Principles  of  Consolidation
     -----------------------------
     The  consolidated financial statements include the accounts of HiEnergy and
     its  wholly  owned  subsidiaries,  Microdevices  and  VWO  II,  Inc.  All
     significant  inter-company  accounts  and  transactions  are  eliminated in
     consolidation.

     Development  Stage  Enterprise
     ------------------------------
     The  Company  is  development  stage  companies  as defined in Statement of
     Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
     Development  Stage Enterprises." The Company is devoting all of its present
     efforts  to  its  formation  and  to fundraising, and its planned principal
     operations  have  not yet commenced. All losses accumulated since inception
     have been considered as part of the Company's development stage activities.


                                       34
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Comprehensive  Income
     ---------------------
     The  Company presents comprehensive income in accordance with SFAS No. 130,
     "Reporting  Comprehensive Income." This statement establishes standards for
     reporting comprehensive income and its components in a financial statement.
     Comprehensive income as defined includes all changes in equity (net assets)
     during a period from non-owner sources. Examples of items to be included in
     comprehensive  income,  which are excluded from net income, include foreign
     currency  translation  adjustments  and  unrealized  gains  and  losses  on
     available-for-sale securities. Comprehensive income is not presented in the
     Company's  financial  statements  since the Company did not have any of the
     items  of  comprehensive  income  in  any  period  presented.

     Cash  and  Cash  Equivalents
     ----------------------------
     The Company maintains its cash deposits at several banks located throughout
     California.  Deposits  at  each  bank  are  insured  by the Federal Deposit
     Insurance  Corporation  up  to  $100,000.  As  of April 30, 2002, uninsured
     portions  of  the  balances  at  those  banks aggregated to $1,125,206. The
     Company  has not experienced any losses in such accounts and believes it is
     not  exposed  to  any  significant  risk  on  cash  and  cash  equivalents.

     For  the purpose of the statements of cash flows, the Company considers all
     highly  liquid  investments  purchased  with  original  maturities of three
     months  or  less  to  be  cash  equivalents.

     Accounts  Receivable
     --------------------
     Accounts  receivable  at  April  30, 2002 consisted of an amount due from a
     governmental  contract.

     Property  and  Equipment
     ------------------------
     Property  and  equipment  are  recorded  at  cost  and  are  depreciated or
     amortized  using  the straight-line method over an estimated useful life of
     five  years.

     Patents
     -------
     The  Company  has  filed several patent applications within and outside the
     United  States.  The  outcome  is  indeterminable.


                                       35
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Fair  Value  of  Financial  Instruments
     ---------------------------------------
     The  Company  measures  its  financial assets and liabilities in accordance
     with generally accepted accounting principles. For certain of the Company's
     financial  instruments,  including  cash  and  cash  equivalents,  accounts
     receivable, accounts payable, accrued expenses, accrued payroll and payroll
     taxes,  and  accrued  interest, the carrying amounts approximate fair value
     due  to  their  short  maturities.  The  amounts  shown for notes payable -
     related  parties  and  convertible  notes  payable  -  related parties also
     approximate  fair  value  because  current  interest  rates  offered to the
     Company  for  debt  of  similar  maturities  are  substantially  the  same.

     Stock-Based  Compensation
     -------------------------
     The  Company  accounts for its stock-based compensation plans in accordance
     with  the provisions of Accounting Principles Board ("APB") Opinion No. 25,
     "Accounting for Stock Issued to Employees," and related interpretations. As
     such,  compensation  expense  is  recorded on the date of grant only if the
     current  market  price  of the underlying stock exceeds the exercise price.
     The  Company  adopted  the  disclosure  requirements  of  SFAS  No.  123,
     "Accounting  for Stock-Based Compensation." Under SFAS No. 123, the Company
     must  disclose  certain  pro  forma  information  related to employee stock
     option grants as if the fair value-based method defined in SFAS No. 123 had
     been  applied.

     Income  Taxes
     -------------
     The  Company  accounts  for  income  taxes in accordance with SFAS No. 109,
     "Accounting  for  Income Taxes," which requires the recognition of deferred
     tax  assets  and  liabilities  for  the expected future tax consequences of
     events  that have been included in the financial statements or tax returns.
     Under  this  method,  deferred  income  taxes  are  recognized  for the tax
     consequences in future years of differences between the tax bases of assets
     and  liabilities  and  their  financial  reporting amounts at each year-end
     based on enacted tax laws and statutory tax rates applicable to the periods
     in  which  the differences are expected to affect taxable income. Valuation
     allowances  are  established, when necessary, to reduce deferred tax assets
     to  the  amount  expected  to  be  realized. The provision for income taxes
     represents  the tax payable for the period and the change during the period
     in  deferred  tax  assets  and  liabilities.


                                       36
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Loss  per  Share
     ----------------
     The  Company  calculates  loss  per  share in accordance with SFAS No. 128,
     "Earnings per Share." Basic loss per share is computed by dividing the loss
     available  to  common shareholders by the weighted-average number of common
     shares  outstanding.  Diluted  loss  per share is computed similar to basic
     loss  per  share  except  that  the denominator is increased to include the
     number  of additional common shares that would have been outstanding if the
     potential common shares had been issued and if the additional common shares
     were  dilutive.  Because  the  Company  has  incurred net losses, basic and
     diluted  loss  per  share  are  the  same.

     Estimates
     ---------
     The  preparation  of  financial  statements  requires  management  to  make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of  the  financial  statements  and  the  reported  amounts  of revenue and
     expenses  during  the  reporting  period.  Actual results could differ from
     those  estimates.

     Recently  Issued  Accounting  Pronouncements
     --------------------------------------------
     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No.  141,  "Business  Combinations."  This  statement  addresses  financial
     accounting  and  reporting  for  business  combinations  and  supersedes
     Accounting  Principles  Board  ("APB")  Opinion  No.  16,  "Business
     Combinations,"  and  SFAS  No.  38,  "Accounting  for  Pre-Acquisition
     Contingencies  of  Purchased Enterprises." All business combinations in the
     scope  of  this  statement  are  to  be accounted for using one method, the
     purchase  method.  The  provisions  of this statement apply to all business
     combinations initiated after June 30, 2001. Use of the pooling-of-interests
     method  for  those business combinations is prohibited. This statement also
     applies  to  all  business  combinations  accounted  for using the purchase
     method  for  which  the  date of acquisition is July 1, 2001 or later. This
     statement  is  not  applicable  to  the  Company.



                                       37
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Recently  Issued  Accounting  Pronouncements  (Continued)
     --------------------------------------------
     In  June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
     Assets."  This  statement  addresses financial accounting and reporting for
     acquired  goodwill  and  other intangible assets and supersedes APB Opinion
     No.  17,  "Intangible  Assets." It addresses how intangible assets that are
     acquired  individually  or  with  a  group  of  other assets (but not those
     acquired  in  a  business combination) should be accounted for in financial
     statements  upon  their  acquisition.  This  statement  also  addresses how
     goodwill  and  other  intangible  assets should be accounted for after they
     have been initially recognized in the financial statements. It is effective
     for  fiscal  years  beginning after December 15, 2001. Early application is
     permitted  for  entities  with fiscal years beginning after March 15, 2001,
     provided  that  the first interim financial statements have not been issued
     previously.  The Company does not expect adoption of SFAS No. 142 to have a
     material  impact,  if  any,  on  its  financial  position  or  results  of
     operations.

     In  June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for Asset
     Retirement  Obligations."  This  statement  applies  to  legal  obligations
     associated  with  the  retirement of long-lived assets that result from the
     acquisition,  construction,  development,  and/or  the  normal operation of
     long-lived  assets,  except  for  certain  obligations  of  lessees.  This
     statement  is  not  applicable  to  the  Company.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or  Disposal  of  Long-Lived  Assets." This statement addresses
     financial  accounting  and  reporting  for  the  impairment  or disposal of
     long-lived  assets.  This  statement replaces SFAS No. 121, "Accounting for
     the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets to be
     Disposed  of,"  the  accounting  and  reporting  provisions  of APB No. 30,
     "Reporting the Results of Operations - Reporting the Effects of Disposal of
     a  Segment  of  a  Business,  and  Extraordinary, Unusual, and Infrequently
     Occurring  Events  and  Transactions,"  for  the disposal of a segment of a
     business,  and  amends  Accounting  Research Bulletin No. 51, "Consolidated
     Financial  Statements,"  to  eliminate the exception to consolidation for a
     subsidiary  for  which  control is likely to be temporary. The Company does
     not  expect  adoption of SFAS No. 144 to have a material impact, if any, on
     its  financial  position  or  results  of  operations.


                                       38
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     Recently  Issued  Accounting  Pronouncements  (Continued)
     --------------------------------------------
     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No.  4,  44,  and  64,  Amendment  of  FASB Statement No. 13, and Technical
     Corrections."  SFAS  No.  145  updates,  clarifies, and simplifies existing
     accounting  pronouncements.  This  statement  rescinds  SFAS  No.  4, which
     required  all gains and losses from extinguishment of debt to be aggregated
     and,  if  material,  classified  as  an  extraordinary item, net of related
     income tax effect. As a result, the criteria in APB No. 30 will now be used
     to  classify  those gains and losses. SFAS No. 64 amended SFAS No. 4 and is
     no  longer necessary as SFAS No. 4 has been rescinded. SFAS No. 44 has been
     rescinded  as it is no longer necessary. SFAS No. 145 amends SFAS No. 13 to
     require that certain lease modifications that have economic effects similar
     to  sale-leaseback  transactions  be  accounted  for  in the same manner as
     sale-lease transactions. This statement also makes technical corrections to
     existing  pronouncements.  While  those  corrections are not substantive in
     nature,  in  some  instances,  they  may  change  accounting practice. This
     statement  is  not  applicable  to  the  Company.


NOTE  4  -  PROPERTY  AND  EQUIPMENT

     Property  and  equipment  at  April  30,  2002  consisted of the following:

         Micro sensor                                                   $ 42,127
         Web site development                                             14,400
         Computer equipment                                                7,473
         Neutron generator                                                58,000
                                                                        --------

                                                                         122,000
         Less accumulated depreciation                                     7,432
                                                                        --------

           TOTAL                                                        $114,568
                                                                        ========

     Depreciation expense for the years ended April 30, 2002 and 2001 was $5,469
     and  $968,  respectively.


                                       39
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  5  -  NOTES  PAYABLE  -  RELATED  PARTIES

     Notes payable - related parties at April 30, 2002 consisted of the
     following:

          Unsecured notes to a majority shareholder/officer/director of
               the Company, interest payable at 6% per annum, maturing
               in December 2002. Subsequent to April 30, 2002, the notes
               were paid in full.                                       $ 59,083

          Unsecured note to a majority shareholder/officer/director of
               the Company as a signing bonus. Amount is non-interest-
               bearing, $50,000 payable upon receipt of $1,000,000 or
               more from any source, and $50,000 payable upon
               revenue in excess of $500,000 or $1,000,000 of additional
               funds from any source. Subsequent to April 30, 2002,
               $50,000 was repaid.                                       100,000

          Unsecured notes to a shareholder of the Company, interest
               payable at 10.5% per annum, or 15% per annum if in default,
               and due in November 1997. As of April 30, 2002, the notes
               were in default.                                           40,000

          Unsecured notes to a prior officer of the Company, interest
               payable at 6% per annum, and payable in February and
               March 2002. The Company is currently in litigation regarding
               these amounts. As of April 30, 2002, these notes were in
               default.                                                   27,608

          Secured note to an officer/director of the Company, non-
               interest-bearing, and due in March 2002. The note is secured
               by 7,857 shares of common stock. As of April 30, 2002,
               the note was in default. Subsequent to April 30, 2002,
               the note was paid in full.                                 50,000

          Secured notes to a shareholder/prior officer and director of the
               Company, non-interest-bearing, and due in March 2002.
               The notes are secured by 23,571 shares of common stock.
               As of April 30, 2002, the notes were in default.
               Subsequent to April 30, 2002, the notes were paid in full.
                                                                         150,000


                                       40
<PAGE>

                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  5  -  NOTES  PAYABLE  -  RELATED  PARTIES  (CONTINUED)

          Unsecured amount to a prior officer of the Company as
               severance, non-interest-bearing, and payable upon
               demand. The Company is currently in litigation regarding
               this amount. As of April 30, 2002, this amount was
               in default.                                             $ 150,000

          Unsecured notes to an unrelated party, non-interest-bearing,
               and payable upon demand.                                   45,000
                                                                       ---------

                                                                         621,691
          Less  current  portion                                         621,691
                                                                       ---------

               LONG-TERM  PORTION                                      $       -
                                                                       =========


NOTE  6  -  CONVERTIBLE  NOTES  PAYABLE  -  RELATED  PARTIES

     Convertible notes payable - related parties at April 30, 2002 consisted of
     the following:

          Secured note to a shareholder/director of the Company,
               interest payable at 8% per annum, and due in July 2001.
               The note is secured by the patent application for Europe,
               Canada, and Japan. The holder of the note has the
               option to convert the principal and interest into shares
               of common stock. As of April 30, 2002, the note was in
               default.                                                  $ 5,000

          Secured notes to a shareholder/director of the Company,
               interest payable at 8% per annum, $5,000 due in July 2001,
               and $5,400 due in July 2002. The notes are secured by the
               patent application for Europe, Canada, and Japan. The holder
               of the notes has the option to convert the principal and
               interest into shares of common stock. As of April 30, 2002,
               a portion of the notes were in default.                    10,400


                                       41
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  6  -  CONVERTIBLE  NOTES  PAYABLE  -  RELATED  PARTIES  (CONTINUED)

          Secured note to a shareholder/director of the Company,
               interest payable at 8% per annum, and due in July 2001.
               The note is secured by the patent application for Europe,
               Canada, and Japan. The holder of the note has the option
               to convert the principal and interest into shares of common
               stock. As of April 30, 2002, the note was in default.    $ 10,000

          Secured note to a shareholder/director/prior officer of the
               Company, interest payable at 8% per annum, and due in
               July 2001. The note is secured by the patent application for
               Europe, Canada, and Japan. The holder of the note
               has the option to convert the principal and interest into
               shares of common stock. As of April 30, 2002, the note
               was in default.                                             5,000

          Unsecured note to a shareholder/director/prior officer of the
               Company, interest payable at 7% per annum, and due
               in January 2002. The holder of the note has the
               option to convert the principal and interest into shares of
               common stock. As of April 30, 2002, the note was in
               default.                                                    5,000
                                                                       ---------

                                                                          35,400
     Less  current  portion                                               35,400
                                                                       ---------

               LONG-TERM  PORTION                                      $       -
                                                                       =========


NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES

     Employment  Agreement
     ---------------------
     In  March  2002,  the Company entered into an employment agreement with its
     Chief  Scientist/Chairman of the Board. Major terms of the agreement are as
     follows:

     -    The Company must pay a signing bonus of $100,000, of which $50,000 was
          paid  subsequent  to  April  30,  2002.


                                       42
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Employment  Agreement  (Continued)
     ---------------------

     -    The  Company must pay an annual bonus, which must not be less than 20%
          of the total amount of bonuses paid to officers of the Company. If the
          pretax  profit  in  any  fiscal year exceeds $0.20 per share, then his
          bonus  in  that  year  must  not  be  less  than  $50,000.

     -    The Company must grant 2,482,011 stock options at an exercise price of
          $0.134,  which  are  exercisable  from  time to time within the period
          ending  November  30,  2008.

     -    The  Company  will  grant  its  Chief  Scientist/Chairman of the Board
          annually  during  the term of five years 1% per annum of the Company's
          stock  issued  and  outstanding  with an exercise price of the average
          price  for the preceding 30 days. He must not receive less than 10% of
          the  total  number  of  options granted by the Company for services in
          that  year.

     -    The  Company  will provide its Chief Scientist/Chairman of the Board a
          car,  pay  his  and  his  family's  health insurance, provide life and
          disability  insurance  and  will  reimburse  him  for  reasonable
          out-of-pocket  expenses,  not  to  exceed $20,000 in any one year, and
          reimburse  him for any personal tax liabilities arising up to $75,000.

     -    If  the  employment agreement is terminated without cause, the Company
          must  pay  a  severance  package,  which  requires  annual payments as
          follows:

          -    January 1, 2002 to December 31, 2002      $125,000 per year
          -    January 1, 2003 to December 31, 2003      $137,500 per year
          -    January 1, 2004 to December 31, 2004      $151,250 per year
          -    January 1, 2005 to December 31, 2005      $166,375 per year
          -    January 1, 2006 to December 31, 2006      $283,013 per year

     Delinquent  Tax  Returns
     ------------------------
     The  Company  has not filed its federal and state tax returns for the years
     ended  April  30,  1995  through 2001; however, management reports that the
     minimum  tax for the state of California has been paid. While the estimated
     tax owed has been accrued, the Company will not be in compliance until such
     reporting  is  made. The Board of Directors has approved the Company filing
     these  tax  returns.


                                       43
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Delinquent  Tax  Returns  (Continued)
     ------------------------
     In  addition,  the  Company has not filed certain of its 1099's, W-2's, and
     payroll  tax returns for the years ended April 30, 1995 through 2002. As of
     April  30,  2002,  the  Company  has  accrued  $350,000  for payroll taxes,
     penalties,  and  interest.  The Board of Directors has approved the Company
     filing  these  items.

     Litigation
     ----------
     The Company is involved in certain legal proceedings and claims which arise
     in  the  normal  course  of  business. Management does not believe that the
     outcome  of  these  matters  will  have  a material effect on the Company's
     financial  position  or  results  of  operations.

     Furthermore,  the  Company  is being sued by a prior officer of the Company
     for  failure  to  pay wages, breach of contract, false representations, and
     fraud.  Management  does not believe that the outcome of these matters will
     have  a  material  effect on the Company's financial position or results of
     operations.

     Minority  Shareholders
     ----------------------
     Microdevices has 20,540 minority shares issued and outstanding. The Company
     has  agreed  that  in  the  event  of  any merger or other consolidation of
     Microdevices into the Company, each remaining Microdevices shareholder will
     receive  the  greater  of  the market value of their Microdevices shares or
     shares in the Company on the same terms as the voluntary share exchange. If
     all  minority  shareholders  convert, the Company will be required to issue
     459,222  additional  shares  of  common stock to the minority shareholders.

     Warrant  and  Option  Holders
     -----------------------------
     Microdevices  has granted stock options and warrants to purchase 16,365 and
     32,247  shares,  respectively,  of  common  stock.  These stock options and
     warrants  are  exercisable  at  $3.50  per  share.  If the stock option and
     warrant  holders exercise their stock options and warrants, the Company has
     agreed  to  allow  these  stock  option  and warrant holders to voluntarily
     exchange their shares in Microdevices for shares in HiEnergy at an exchange
     rate  of 22.3524 per share (or $0.157 per share). If these stock option and
     warrant  holders  exercise  and  convert  their shares, the Company will be
     required  to issue 1,086,682 additional shares of common stock to the stock
     option  and  warrant  holders.



                                       44
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  8  -  SHAREHOLDERS'  DEFICIT

     Common  Stock  Issued  for  Cash
     --------------------------------
     During  the  years ended April 30, 2002 and 2001 and the period from August
     21,  1995  (Inception)  to  April  30,  2002,  the  Company issued 712,071,
     465,437,  and  2,677,497, shares, respectively, of common stock in exchange
     for  cash  of  $181,569,  $109,730,  and  $882,727,  respectively.

     Common  Stock  Issued  for  Services  Rendered
     ----------------------------------------------
     During  the  years ended April 30, 2002 and 2001 and the period from August
     21,  1995  (Inception)  to  April  30,  2002, the Company issued 5,059,560,
     371,035,  and  11,702,703 shares, respectively, of common stock in exchange
     for services rendered valued at the fair market value of the stock given of
     $232,170,  $36,468,  and  $428,950,  respectively.

     Private  Placement
     ------------------
     In  April  2002,  the  Company  completed  its first closing of its ongoing
     private  placement, whereby 1,225,000 shares of common stock were issued in
     exchange  for  cash  of  $1,225,000.  The  private  placement  offering was
     originally  slated  to  close  at  the  same  time  as  the voluntary share
     exchange. HiEnergy extended the term of the offering and increased the size
     to  a  maximum  of  2,000,000  shares  of  common  stock  at  $1 per share.

     Stock  Splits
     -------------
     In  September  1998  and in May 1999, the Company effectuated 2-for-1 stock
     splits.  All  share  and per share data have been retroactively restated to
     reflect  these  stock  splits.

     Stock  Options
     --------------
     The Company granted to its Chief Scientist/Chairman of the Board options to
     purchase  2,482,221  shares of common stock at an exercise price of $0.134.


                                       45
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  9  -  INCOME  TAXES

     The  following table presents the current and deferred income tax provision
     for  federal  and state income taxes for the years ended April 30, 2002 and
     2001:

                                                         2002         2001
                                                      -----------  -----------
       Current
         Federal                                      $        -   $        -
         State                                             1,934        2,546
                                                      -----------  -----------

                                                           1,934        2,546
                                                      -----------  -----------

       Deferred
         Federal                                               -            -
         State                                                 -            -
                                                      -----------  -----------

                                                               -            -
                                                      -----------  -----------

           PROVISION FOR INCOME TAXES                 $    1,934   $    2,546
                                                      ===========  ===========

     The  provision  for  income taxes differs from the amount that would result
     from applying the federal statutory rate for the years ended April 30, 2002
     and  2001  as  follows:

                                                         2002         2001
                                                      -----------  -----------

       Statutory regular federal income benefit rate       34.00%       34.00%
       State taxes                                          5.74         5.70
       Change in valuation allowance                      (39.77)      (39.19)
       Other                                               (0.09)       (0.78)
                                                      -----------  -----------

         TOTAL                                            (0.12)%      (0.27)%
                                                      ===========  ===========


                                       46
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  9  -  INCOME  TAXES  (CONTINUED)

     The  tax  effects  of temporary differences which give rise to the deferred
     tax  provision  at  April  30,  2002  consisted  of  the  following:

          Deferred tax assets
               Compensation                                          $   150,000
               Net  operating  loss  carryforward                      1,012,000
                                                                     -----------

                   Total  deferred  tax  assets                        1,162,000

          Deferred  tax  liability
               State  taxes                                             (45,000)
                                                                     -----------

                                                                       1,117,000
          Less  valuation  allowance                                   1,117,000
                                                                     -----------

                    NET  DEFERRED  TAX  ASSET                        $         -
                                                                     ===========

     As  of April 30, 2002, the Company had net operating loss carryforwards for
     federal  and  state  income  tax purposes of approximately $2,360,000 each,
     which  expire  through  2022.  The  utilization  of  net  operating  loss
     carryforwards  may  be  limited  due  to  the  ownership  change  under the
     provisions  of  Internal  Revenue  Code  Section  382  and  similar  state
     provisions.


NOTE  10  -  RELATED  PARTY  TRANSACTIONS

     See Notes 5 and 6 for related party transactions.


                                       47
<PAGE>
                                                     HIENERGY TECHNOLOGIES, INC.
                                                (FORMERLY SLW ENTERPRISES, INC.)
                                                                AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  APRIL 30, 2002
================================================================================


NOTE  11  -  SUBSEQUENT  EVENTS

     In June 2002, the Company completed its second final closing of its private
     placement,  whereby  500,000 shares of common stock were issued in exchange
     for  cash  of  $500,000.

     In  July 2002, the Company entered into a consulting agreement, whereby the
     consultant  is  to provide consulting services, which include assisting the
     Company  with  securing  government  grants and bringing products to market
     once  development and testing are completed. The agreement has a three-year
     term  and provides for cash payments of $20,000 per month. In addition, the
     consultant  was  granted  1,000,000  stock options, at an exercise price of
     $1.00,  of which 500,000 stock options vest immediately. The agreement also
     states  the  consultant  will  be  paid 5% of gross revenues generated from
     business  referred  by  the  consultant.


                                       48
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

The  dismissal  of  Manning  Elliott,  Chartered  Accountants, and the hiring of
Singer Lewak Greenbaum & Goldstein LLP by the Board of HiEnergy Technologies was
previously reported in a Form 8-K, as amended, dated April 25, 2002 and filed on
May 10, 2002.


                                    PART III

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.

    NAME                   AGE  POSITION               TERM
    ----                   ---  --------               ----
    Dr. Bogdan C. Maglich   64  Chairman of the Board  April 25, 2002 to present
                                and Chief Scientist

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

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


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.


                                       49
<PAGE>
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.
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.  He 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.


                                       50
<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.


                                       51
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

The  following  table sets forth the compensation that we have paid to our Named
Executive  Officers  for  the  three fiscal years ended April 30, 2002, 2001 and
2000,  respectively.  With the exception of Dr. Maglich, no executive officer or
director  received  more  than  $100,000  in annual compensation during the year
ended April 30, 2002. We do not currently have a long-term compensation plan and
do  not  grant  any  long-term  compensation to our executive officers. No other
compensation  was  granted  for  the  periods  covered.


<TABLE>
<CAPTION>
====================================================================================================

                                     SUMMARY COMPENSATION TABLE

====================================================================================================

                             Annual Compensation            Long-Term Compensation
                             -----------------------------  ----------------------------------------
                                                            Awards                 Pay-Outs
                                                            ---------------------- -----------------

                                                  Other                 Securities           All
                                                  Annual    Restricted  Under-               Other
Name and             Fiscal                       Compen-   Stock       lying      LTIP      Compen-
Principal            Year    Salary     Bonus     sation    Award(s)    Options/   Payouts   sation
Position             Ended   ($)        ($)       ($)       ($)         SARs (#)   ($)       ($)
====================================================================================================
<S>                  <C>     <C>        <C>       <C>       <C>        <C>         <C>       <C>

BOGDAN                 2002  $  80,734  $ 50,000  $ 24,952  $ 196,148   2,482,011       -0-      -0-
MAGLICH                2001  $  20,140       -0-  $ 26,666  $  25,000         -0-       -0-      -0-
Chairman and           2000  $  11,430       -0-  $ 19,792  $  41,300         -0-       -0-      -0-
Chief Scientist (1)
====================================================================================================

BARRY                  2002        -0-       -0-       -0-        -0-         -0-       -0-      -0-
ALTER
Director , CEO
and President
====================================================================================================

SUZANNE                2002        -0-       -0-       -0-        -0-         -0-       -0-      -0-
WOOD                   2001        -0-       -0-       -0-        -0-         -0-       -0-      -0-
Former Director
and President
====================================================================================================

<FN>
(1)  Dr. Maglich served as Chairman and Chief Scientist of HiEnergy Microdevices
during  the  three  fiscal  years  covered.  He was appointed Chairman and Chief
Scientist  of  HiEnergy  Technologies  on  April  25,  2002.  The  Other  Annual
Compensation  amounts  paid  to  Dr. Maglich consisted of the following personal
expense  reimbursements:
</TABLE>

<TABLE>
<CAPTION>
EXPENSE CATEGORY:      FISCAL YEAR ENDED 2002  FISCAL YEAR ENDED 2001  FISCAL YEAR ENDED 2000
---------------------  ----------------------  ----------------------  ----------------------
<S>                    <C>                     <C>                     <C>
Auto Lease             $                6,705  $               15,745  $                8,454
Auto Insurance         $                1,438  $                2,017  $                1,267
Auto Expenses (other)  $                  500  $                  471  $                  150
Home Rent              $               13,750  $                6,500  $                6,925
Medical Insurance      $                2,559  $                1,933  $                2,996
TOTAL                  $               24,952  $               26,666  $               19,792
</TABLE>

Dr.  Maglich  also  received  compensation  in  the form of shares of restricted
common  stock  of  HiEnergy  Microdevices  as  follows:  196,149  shares with an
estimated  value of $196,149 during the fiscal year ended April 30, 2002; 35,000
shares with an estimated value of $25,000 during the fiscal year ended April 30,
2001;  and  51,500  shares  with an estimated value of $41,300 during the fiscal
year  ended  April  30,  2000.  These  shares were subsequently converted by Dr.
Maglich  into shares of HiEnergy Technologies common stock through participation
in  the  voluntary  share  exchange  transaction  with HiEnergy Technologies. In
connection  with  the  renegotiation  of Dr. Maglich's employment agreement with


                                       52
<PAGE>
HiEnergy  Microdevices,  he  received  a signing bonus in the form of a $100,000
promissory  note  subject  to  HiEnergy  Technologies meeting specific financing
goals.  Dr. Maglich received $50,000 as a signing bonus upon receipt by HiEnergy
Technologies  of  $1,000,000 raised through equity financing during April, 2002.

STOCK  OPTION  GRANTS

The  following  table sets forth information with respect to options to purchase
common  stock  granted  to  each of our Named Executive Officers during our most
recent  fiscal  year  ended  April  30,  2002:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                 Number of     Percent of Total
                 Securities    Options/SARs       Exercise or Base
                 Underlying    Granted to         Price
                 Options/SARs  Employees in       ($/Share)
Name             Granted       Fiscal Year                            Expiration Date
<S>              <C>           <C>                <C>                 <C>
---------------------------------------------------------------------------------------

BOGDAN              2,482,011               100%  $      0.134/share  November 30, 2008
MAGLICH
Chairman and
Chief Scientist
---------------------------------------------------------------------------------------
</TABLE>

EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options  were  exercised  by  our Named Executive Officers during the
fiscal  year  ended  April  30,  2002.

COMPENSATION  OF  DIRECTORS

To date, our directors have not been compensated for their service as directors.
We  plan  to  compensate  our  directors with stock options for their service as
directors.  All directors are reimbursed for any reasonable expenses incurred in
the  course  of  fulfilling their duties as a director of HiEnergy Technologies.

HiEnergy  Microdevices compensated its directors with shares of its common stock
for  their  service  as  directors  prior  to  the  reverse takeover by HiEnergy
Technologies.  During  the  fiscal  year  ended  April  30,  2002, the following
HiEnergy  Microdevices directors received shares of HiEnergy Microdevices common
stock  for  their  service as directors: Mr. Richard Alden received 3,500 shares
with  an  estimated  value of $3,500; Mr. Gregory Gilbert received 1,000 with an
estimated  value  of  $1,000; and Mr. Edward Finch received 1,000 shares with an
estimated  value  of $1,000. These shares were subsequently converted by each of
the  directors  into  shares  of  HiEnergy  Technologies  common  stock  through
participation  in  the  voluntary  share  exchange  transaction  with  HiEnergy
Technologies.

EMPLOYMENT  CONTRACTS

In  March  2002, HiEnergy Microdevices entered into an employment agreement with
Dr.  Maglich, its Chairman and Chief Scientist. On July 16, 2002, the employment
agreement  was  assigned  by  HiEnergy  Microdevices  to  HiEnergy  Technologies
pursuant  to  an  Assignment  and Assumption Agreement approved by the Boards of
Directors of HiEnergy Technologies and HiEnergy Microdevices at meetings held on
July  16,  2002 and executed by HiEnergy Microdevices, HiEnergy Technologies and
Dr.  Maglich.  The  material terms of the employment agreement are summarized in
the  footnotes  to our Consolidated Financial Statements, Note 7, pages 42 to 43
herein.


                                       53
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED  SHAREHOLDER  MATTERS
-----------------------------

To our knowledge, the following table sets forth information with respect to the
beneficial  ownership  of  our  outstanding common stock as of July 22, 2002 by:

     -    each person known by us to beneficially own more than 5% of our common
          stock;
     -    each  of  our  executive  officers;
     -    each  of  our  directors;  and
     -    all  of  our  executive  officers  and  directors  as  a  group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities  and Exchange Commission and includes voting or investment power with
respect  to  the  securities.  Unless otherwise indicated, the address for those
listed  below  is  c/o  HiEnergy  Technologies,  Inc., 10 Mauchly Drive, Irvine,
California  92618.  Except  as  indicated by footnote, and subject to applicable
community  property  laws,  the  persons named in the table have sole voting and
investment  power  with  respect  to  all  shares  of  common  stock  shown  as
beneficially  owned  by  them.  The number of shares of common stock outstanding
used in calculating the percentage for each listed person includes the shares of
common stock underlying options held by such persons that are exercisable within
60 days of July 10, 2002, but excludes shares of common stock underlying options
held  by  any other person. The number of shares of our common stock outstanding
as  of  July  22,  2002  was  22,613,098. Except as noted otherwise, the amounts
reflected  below  are  based upon information provided to us and in filings with
the  Securities  and  Exchange  Commission.

<TABLE>
<CAPTION>
                                                                            PERCENT OF
NAME OF BENEFICIAL OWNER                                 NUMBER OF SHARES   OUTSTANDING
-------------------------------------------------------  -----------------  ------------
<S>                                                      <C>                <C>
Dr. Bogdan C. Maglich, Chairman of the Board and Chief
Scientist                                                   10,948,370 (1)        43.63%
-------------------------------------------------------  -----------------  ------------
Barry Alter, CEO, President, Treasurer and Director             1,542,500          5.90%
-------------------------------------------------------  -----------------  ------------
Michal Levy, Corporate Secretary and Vice President             99,410 (2)            *
-------------------------------------------------------  -----------------  ------------
Gregory F. Gilbert, Director                                            0             *
-------------------------------------------------------  -----------------  ------------
Richard F. Alden, Director                                     953,411 (3)         4.20%
-------------------------------------------------------  -----------------  ------------
Harb S. Al Zuhair, Director                                    828,422 (4)         3.66%
-------------------------------------------------------  -----------------  ------------
Edward R. Finch, Director                                      392,084 (5)         1.73%
-------------------------------------------------------  -----------------  ------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP
(7 Persons)                                                    14,764,197         58.34%
-------------------------------------------------------  -----------------  ------------
<FN>

*  Indicates  less  than  one  percent  of  the  common  stock.

(1) Includes 1,236,735 shares owned by Advanced Projects Group, Inc., a Delaware
corporation, of which Dr. Maglich is sole director and officer and a ten percent
shareholder  and  3,360,601  shares  owned  by  Maglich Family Holdings, Inc., a
Delaware  corporation,  of  which Dr. Maglich is sole director and officer and a
ten percent shareholder. Dr. Maglich disclaims beneficial ownership of the stock
held  by  Maglich Family Holdings, Inc. and Advanced Projects Group, Inc. beyond
his  pecuniary interest. Also includes 2,482,011 shares of common stock issuable
upon  the  exercise  of  currently  exercisable  stock  options.

(2)  Includes  89,410 shares of common stock issuable upon the exchange of 4,000
shares  of HiEnergy Microdevices common stock held by Ms. Levy. The 4,000 shares
of  HiEnergy  Microdevices  common  stock are subject to payment of a promissory
note  in  the  amount  of  $3.50  per  share,  or  a  total  of  $14,000.

(3)  Includes  2,236  shares  of  common  stock  held  by  Richmar Associates, a
California general partnership, of which Mr. Alden is the Managing Partner. Also
Includes   15,000   shares   held  by  Rimar  Investments,  Inc.,  a  California


                                       54
<PAGE>
corporation,  of  which  Mr.  Alden  is  a  director  and shareholder. Mr. Alden
disclaims beneficial ownership of the stock held by Richmar Associates and Rimar
Investments beyond his pecuniary interest. Also includes 75,999 shares of common
stock issuable upon the exchange of 3,400 shares of HiEnergy Microdevices common
stock  held by Mr. Alden. The 3,400 shares of HiEnergy Microdevices common stock
are subject to payment of a promissory note in the amount of $3.50 per share, or
a  total  of  $11,900.

(4)  Includes  17,882  shares  of common stock issuable upon the exchange of 800
shares  of  HiEnergy  Microdevices  common  stock held by Mr. Al Zuhair. The 800
shares  of  HiEnergy  Microdevices  common  stock  are  subject  to payment of a
promissory  note  in  the  amount  of  $3.50  per  share,  or a total of $2,800.

(5)  Includes  1,051  shares  of  common  stock issuable upon the exchange of 47
shares of HiEnergy Microdevices common stock held by Mr. Finch. Does not include
354,510  shares  of  common  stock  held  by Emma J. Adams Memorial Fund Inc., a
non-profit  charitable  organization,  of  which  Mr.  Finch  is  President.
</TABLE>

CHANGE  IN  CONTROL

We  are  not  aware  of  any arrangement that would upset the control mechanisms
currently  in place over HiEnergy Technologies.  Although it is conceivable that
a third party could attempt a hostile takeover of HiEnergy Technologies, we have
not  received  notice  of  any  such  effort.

EQUITY  COMPENSATION  PLAN  INFORMATION

The  following table sets forth information as of April 30, 2002 with respect to
compensation  plans  under which we are authorized to issue shares of our common
stock,  aggregated  as  follows:

     -    all compensation plans previously approved by security holders; and
     -    all compensation plans not previously approved by security holders.

<TABLE>
<CAPTION>
-------------------------  ---------------------------  ---------------------------  --------------------------
                           (a)                          (b)                          (c)
-------------------------  ---------------------------  ---------------------------  --------------------------
Plan Category              Number of securities to be    Weighted-average exercise   Number of securities
                           issued upon exercise of       price of outstanding        remaining available for
                           outstanding options,          options, warrants and       future issuance under
                           warrants and rights           rights                      equity compensation plans
                                                                                     (excluding securities
                                                                                     reflected in column (a))
-------------------------  ---------------------------  ---------------------------  --------------------------
<S>                        <C>                          <C>                          <C>
Equity compensation plans
approved by security                                0                             0                          0
holders
-------------------------  ---------------------------  ---------------------------  --------------------------
Equity compensation plans
not approved by security                 2,482,011 (1)  $                     0.134                         (2)
holders
-------------------------  ---------------------------  ---------------------------  --------------------------
Total                                       2,482,011   $                     0.134                         (2)
-------------------------  ---------------------------  ---------------------------  --------------------------

<FN>
(1)  On April 24, 2002, the Board of Directors of HiEnergy Technologies approved
the  issuance  and  grant  of  a  non-qualified  stock option  to Dr. Maglich to
purchase 2,483,011 shares of HiEnergy Technologies common stock with an exercise
price  of $0.134 and a term that ends on November 30, 2008. The stock option was
granted pursuant to the reverse takeover of HiEnergy Microdevices by SLW and Dr.
Maglich's  agreement to cancel a HiEnergy Microdevices' stock option to purchase
111,040  shares  of HiEnergy Microdevices common stock with an exercise price of
$3.00  and  a  term  that  would  have ended on November 30, 2008. The number of
shares  and  exercise  price  for  the  HiEnergy  Technologies  stock option was
determined  by  using the same exchange rate as that used in the voluntary share
exchange  transaction,  or  22.3524 shares of HiEnergy Technologies common stock
for  each  share  of  HiEnergy  Microdevices. The Board has recommended that the
shareholders  of  HiEnergy  Technologies ratify the grant of the stock option at
the  next  annual  meeting  of  shareholders.


                                       55
<PAGE>
(2)  The  employment  agreement  between  Dr.  Maglich and HiEnergy Technologies
contemplates the issuance of the following stock options to Dr. Maglich annually
through  the  term  of  the  employment  agreement,  or until December 31, 2006:
options  to purchase one percent per year of HiEnergy Technologies' common stock
issued  and  outstanding at the end of each year with an exercise price equal to
the  average  trading price for the preceding thirty days and with terms of five
years. In no case may the number of options granted in a given year be less than
ten  percent of the total number of options granted by HiEnergy Technologies for
services in that year.
</TABLE>

Other  than  outstanding  options  to  purchase  2,482,011  shares  of  HiEnergy
Technologies' common stock granted to Dr. Bogdan Maglich at an exercise price of
$0.134  per  share,  HiEnergy  Technologies  had  no  other  options or warrants
outstanding  or  arrangements  for  the  issuance  of  options  or  stock grants
outstanding  as  of  April  30,  2002.

On  May  14,  2002,  HiEnergy Technologies issued a warrant to Mr. Rheal Cote to
purchase up to 150,000 shares at $1.00 per share with a term of three years from
the  date  of  grant.  All  150,000  shares  are  immediately  exercisable.

In July, 2002, HiEnergy Technologies executed a consulting agreement with Yeffet
Security Consultant, Inc. The agreement contemplates the issuance of a qualified
stock  option  to  Isaac Yeffet, the principal of Yeffet Security Consultant, to
purchase  1,000,000 shares of HiEnergy Technologies' common stock at an exercise
price of $1.00 per share. One half of the shares are exercisable immediately and
the  other  half are exercisable beginning one year after our Minisenzor product
is  operational  and  ready to be shown for approval to appropriate authorities.
The  Board has recommended that the shareholders of HiEnergy Technologies ratify
the  grant  of  the  stock  option  at  the next annual meeting of shareholders.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

It  is  our  current  policy  that all transactions with officers, directors, 5%
shareholders and their affiliates be entered into only if they are approved by a
majority  of  the  disinterested  directors,  are  on terms no less favorable to
HiEnergy  Technologies  than could be obtained from unaffiliated parties and are
reasonably  expected  to  benefit  HiEnergy  Technologies.

LOANS  FROM  EXECUTIVE  OFFICERS  AND  DIRECTORS

During  the  fiscal  years  ended April 30, 2002 and 2001, HiEnergy Microdevices
incurred the following material notes payable to current and former officers and
directors:

     -    HiEnergy  Microdevices has unsecured notes totaling $59,083 payable to
          Dr. Maglich for past due employment compensation with interest payable
          at  6%  per  annum, maturing in December 2002. Subsequent to April 30,
          2002,  the  notes  were  paid  in  full.

     -    HiEnergy  Technologies has an unsecured note totaling $100,000 payable
          to  Dr.  Maglich  as  a  signing  bonus  pursuant  to  his  employment
          agreement.  The  amount  is non-interest-bearing, $50,000 payable upon
          receipt  of  $1,000,000  or  more from any source, and $50,000 payable
          upon  revenue  in excess of $500,000 or $1,000,000 of additional funds
          from any source. Subsequent to April 30, 2002, $50,000 was paid to Dr.
          Maglich  by  HiEnergy  Technologies.

     -    During  March,  2002,  Mr.  Barry  Alter,  a  director  and officer of
          HiEnergy  Technologies,  made  a non-interest-bearing loan to HiEnergy
          Microdevices  of  $50,000.  Subsequent to April 30, 2002, the note was
          paid  in  full.

     -    During  March  and  April,  2002, Mr. Rheal Cote, a former director of
          HiEnergy  Technologies,  made  several  non-interest-bearing  loans to
          HiEnergy Microdevices totaling $150,000. Subsequent to April 30, 2002,
          the  notes  were  paid  in full. In consideration for paying the notes
          late, in May, 2002, we issued to Mr. Cote, upon approval by the Board,
          a  warrant  to  purchase  150,000  shares  of  our  common  stock at a
          conversion  price  of  $1.00  with  a  three  year  term.


                                       56
<PAGE>
     -    HiEnergy  Microdevices  has a secured note totaling $10,400 payable to
          Mr.  Edward  Finch,  a  director  of  HiEnergy  Technologies, interest
          payable  at 8% per annum, and due in July 2001. The note is secured by
          the  patent  applications for Europe, Canada, and Japan. The holder of
          the  note  has  the  option to convert the principal and interest into
          shares of common stock. As of April 30, 2002, the note was in default.

     -    HiEnergy  Microdevices  had  a secured note totaling $5,000 payable to
          Mr.  Gregory  Gilbert,  a  director  of  HiEnergy  Technologies,  with
          interest  payable at 8% per annum, and due in July 2001. Subsequent to
          April  30,  2002,  the  note  was  paid  in  full.

     -    HiEnergy Microdevices had an unsecured note totaling $5,000 payable to
          Hamilton-Clarke,  a corporation of which Mr. Gilbert is a shareholder,
          director  and officer. Subsequent to April 30, 2002, the note was paid
          in  full.

     -    In  July, 2002, we issued 11,218 shares of common stock to Mr. Harb Al
          Zuhair, a director of HiEnergy Technologies, valued at $1.00 per share
          to  retire  the  principal  and interest owing to Mr. Al Zuhair on two
          notes  payable  in the amounts of $5,780 and $5,438, respectively. The
          notes  are  considered  paid  in  full.

     -    In  July, 2002, we issued 11,678 shares of common stock to Mr. Richard
          Alden  valued  at $1.00 per share to retire the principal and interest
          owing  to  Mr.  Alden  on a note payable totaling $11,678. The note is
          considered  paid  in  full.  In July, 2002, we issued 15,000 shares of
          common  stock  to  Rimar  Investments, Inc., a California corporation,
          valued  at  $1.00 per share to retire the principal and interest owing
          to  Rimar  Investments,  Inc.  on a note payable totaling $15,000. The
          note  is  considered  paid  in  full.  Mr.  Alden  is  one  of  three
          shareholders  and  directors  of  Rimar  Investments,  Inc.


                                       57
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

EXHIBITS


EXHIBIT
NUMBER         DESCRIPTION
--------------------------------------------------------------------------------

2.1*           Voluntary  Share  Exchange  Agreement  by  and  between  HiEnergy
               Technologies,  Inc.  and  HiEnergy Microdevices, Inc. dated March

3.1**          Articles  of  Incorporation  filed  on  March  20,  2000

3.2            Articles  of  Amendment  (Changing  the  name of the corporation)
               filed  on  April  30,  2002

3.3            Amended  and  Restated  Bylaws

4.1*           Specimen  Common Stock Certificate of HiEnergy Technologies, Inc.

4.2*           Form  of  Registration  Rights  Agreement

4.3*           Form  of  Amendment  No.  1  to  Registration  Rights  Agreement

4.4            Warrant  Certificate  issued  to  Rheal  Cote  by  HiEnergy
               Technologies,  Inc.  dated  June  3,  2002

10.1**         Vitamineralherb.com  License  Agreement

10.2**         Assignment  of  Vitamineralherb.com  License  Agreement

10.3           Lease  Agreement  between HiEnergy Microdevices, Inc. and TESLAco
               dated  December  13,  1996

10.4           Award  Contract  between HiEnergy Microdevices, Inc. and the U.S.
               Department  of  Defense  dated  February  12,  2002

10.5           Employment  Agreement between HiEnergy Microdevices, Inc. and Dr.
               Bogdan  C.  Maglich  dated  March  6,  2002

10.6           Assignment  and  Assumption  of  Employment  Agreement  between
               HiEnergy  Technologies, Inc., HiEnergy Microdevices, Inc. and Dr.

10.7           Stock Option Agreement between Dr. Bogdan C. Maglich and HiEnergy
               Technologies,  Inc.  effective  April  24,  2002

10.8           Consulting Agreement between Yeffet Security Consultant, Inc. and
               HiEnergy  Technologies,  Inc.  dated  July  12,  2002

21.1           List  of  Subsidiaries


*  Filed  on May 10, 2002 as an exhibit to HiEnergy Technologies' report on Form
8-K  dated  April  25,  2002  and  incorporated  herein  by  reference.

**  Filed  on  June 2, 2000 as an exhibit to HiEnergy Technologies' registration
statement  on  Form  SB-2  (File  No.  333-38536)  and  incorporated  herein  by
reference.


                                       58
<PAGE>
REPORTS  ON  FORM  8-K

On May 10, 2002, we filed a report on Form 8-K dated April 25, 2002.  The report
contained an Item 1 disclosure regarding a change in control of SLW Enterprises,
an  Item  2 disclosure regarding the acquisition of HiEnergy Microdevices by SLW
Enterprises,  an  Item  4  disclosure  regarding  a  change  in SLW Enterprises'
principal accountants and Item 5 disclosures regarding an initial closing of the
private placement offering and the change in SLW Enterprises' name and principal
executive  offices.  On  June  12,  2002,  we filed a report on Form 8-K/A dated
April  25,  2002,  revising  the  Item 4 disclosure. On July 3, 2002, we filed a
report  on Form 8-K/A dated April 25, 2002, which contained an Item 7 disclosure
consisting  of  HiEnergy Microdevices' audited consolidated financial statements
for  the  fiscal  years ended April 30, 2002 and 2001 and the period from August
21,  1995  (inception  of  HiEnergy  Microdevices)  through  April  30,  2002.

On  April  9,  2002,  we  filed  a report on Form 8-K dated March 22, 2002.  The
report  contained  Item 5 disclosures regarding execution by SLW Enterprises and
HiEnergy  Microdevices of the Voluntary Share Exchange Agreement and approval by
the  Board of Directors of SLW Enterprises of the increase in the maximum number
of  shares  sold  through  the  private  placement  offering.

On  March  7,  2002, we filed a report on Form 8-K dated February 20, 2002.  The
report  contained  an  Item  1  disclosure  regarding a change in control of SLW
Enterprises  and  Item  5  disclosures  regarding  a forward stock split and the
commencement  of  a  private  placement  offering  by  SLW  Enterprises.


                                       59
<PAGE>
SIGNATURES
----------

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                    HIENERGY TECHNOLOGIES, INC.



                    By:  /s/  Barry Alter
                       ------------------------------
                       Barry  Alter
                       CEO, President  and  Director

                    Date:  July 26/02
                         ----------------------------

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



                By:   /s/  Dr. Bogdan C. Maglich              Date: 7/26/02
                   ------------------------------                  -------------
                   Dr. Bogdan C. Maglich
                   Chairman of the Board and Chief Scientist



                By:  /s/  Barry  Alter                        Date: July 26/02
                   ------------------------------                  -------------
                   Barry  Alter
                   CEO, President, Treasurer and Director



                By:  /s/  Harb S. Al Zuhair                  Date: 27 July 2002
                   ------------------------------                  -------------
                   Harb  S.  Al  Zuhair
                   Director



                By:   /s/  Edward R. Finch                    Date: 07/26/02
                   ------------------------------                  -------------
                   Edward  R.  Finch
                   Director




                                       60
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT
NUMBER         DESCRIPTION
--------------------------------------------------------------------------------

2.1*           Voluntary  Share  Exchange  Agreement  by  and  between  HiEnergy
               Technologies,  Inc.  and  HiEnergy Microdevices, Inc. dated March

3.1**          Articles  of  Incorporation  filed  on  March  20,  2000

3.2            Articles  of  Amendment  (Changing  the  name of the corporation)
               filed  on  April  30,  2002

3.3            Amended  and  Restated  Bylaws

4.1*           Specimen  Common Stock Certificate of HiEnergy Technologies, Inc.

4.2*           Form  of  Registration  Rights  Agreement

4.3*           Form  of  Amendment  No.  1  to  Registration  Rights  Agreement

4.4            Warrant  Certificate  issued  to  Rheal  Cote  by  HiEnergy
               Technologies,  Inc.  dated  June  3,  2002

10.1**         Vitamineralherb.com  License  Agreement

10.2**         Assignment  of  Vitamineralherb.com  License  Agreement

10.3           Lease  Agreement  between HiEnergy Microdevices, Inc. and TESLAco
               dated  December  13,  1996

10.4           Award  Contract  between HiEnergy Microdevices, Inc. and the U.S.
               Department  of  Defense  dated  February  12,  2002

10.5           Employment  Agreement between HiEnergy Microdevices, Inc. and Dr.
               Bogdan  C.  Maglich  dated  March  6,  2002

10.6           Assignment  and  Assumption  of  Employment  Agreement  between
               HiEnergy  Technologies, Inc., HiEnergy Microdevices, Inc. and Dr.

10.7           Stock Option Agreement between Dr. Bogdan C. Maglich and HiEnergy
               Technologies,  Inc.  effective  April  24,  2002

10.8           Consulting Agreement between Yeffet Security Consultant, Inc. and
               HiEnergy  Technologies,  Inc.  dated  July  12,  2002

21.1           List  of  Subsidiaries

*  Filed  on May 10, 2002 as an exhibit to HiEnergy Technologies' report on Form
8-K  dated  April  25,  2002  and  incorporated  herein  by  reference.

**  Filed  on  June 2, 2000 as an exhibit to HiEnergy Technologies' registration
statement  on  Form  SB-2  (File  No.  333-38536)  and  incorporated  herein  by
reference.


<PAGE>