<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

          For the quarterly period ended         July 31, 2002
                                              ---------------------


[ ]  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.
                             ---------------------------
        (Exact name of small business issuer as specified in its charter)

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


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


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


      ------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since last
                                    report.)

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date: As of September 9, 2002, the issuer
had  22,613,098  shares of Common Stock, par value $0.0001 per share, issued and
outstanding.


Transitional Small Business Disclosure Format (Check one):  Yes[X]   No [ ]

<PAGE>
                           HIENERGY TECHNOLOGIES, INC.

                                    INDEX TO
                         QUARTERLY REPORT ON FORM 10-KSB
                       FOR THE QUARTER ENDED JULY 31, 2002

<TABLE>
<CAPTION>

<S>                                                                                         <C>
PART I - FINANCIAL INFORMATION                                                              PAGE

Item 1   Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

         Consolidated Balance Sheets as of April 30, 2002 and July 31, 2002 (unaudited)

         Consolidated Statements of Operations for the three months ended July 31, 2002
          and 2001 (unaudited) and for the Period from August 21, 1995 (Inception) to
          July 31, 2002 (unaudited)

         Consolidated Statements of Shareholders' Equity for the Period from August 21,
          1995 (Inception) to July 31, 2002 (unaudited)

         Consolidated Statements of Cash Flows for the three months ended July 31, 2002 and
          2001 (unaudited) and for the Period from August 21, 1995 (Inception) to
          July 31, 2002 (unaudited)

         Notes to the Consolidated Financial Statements (unaudited)

Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . .     25

PART II - OTHER INFORMATION

Item 1   Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     29

Item 2   Changes in Securities and Use of Proceeds  . . . . . . . . . . . . . . . . .     29

Item 3   Defaults Upon Senior Securities  . . . . . . . . . . . . . . . . . . . . . .     30

Item 5   Other Information    . . . . . . . . . . . . . . . . . . . . . . . . . . . .     30

Item 6   Exhibits and Reports on Form 8-K     . . . . . . . . . . . . . . . . . . . .     31

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     32

CERTIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     33

</TABLE>
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS


                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                    CONSOLIDATED BALANCE SHEETS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      ASSETS
                                                           July 31,     April 30,
                                                             2002          2002
                                                         ------------  ------------
                                                          (unaudited)
<S>                                                          <C>           <C>
CURRENT ASSETS
  Cash and cash equivalents                              $   439,575   $ 1,078,136
  Accounts receivable                                         29,166        29,166
  Other current assets                                        77,025         7,500
                                                         ------------  ------------

    Total current assets                                     545,766     1,114,802

PROPERTY AND EQUIPMENT, net                                  394,456       114,568
                                                         ------------  ------------

        TOTAL ASSETS                                     $   940,222   $ 1,229,370
                                                         ============  ============


   The accompanying notes are an integral part of these financial statements.
                                        1

<PAGE>

                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                                    CONSOLIDATED BALANCE SHEETS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                            July 31,     April 30,
                                                             2002          2002
                                                         ------------  ------------
                                                          (unaudited)
CURRENT LIABILITIES
  Accounts payable                                       $   489,545   $   209,895
  Accrued expenses                                            38,745       151,567
  Accrued payroll and payroll taxes                          350,000       350,000
  Accrued interest                                            28,277        29,767
  Notes payable - related parties                            312,608       621,691
  Convertible notes payable - related parties                 10,400        35,400
                                                         ------------  ------------

    Total current liabilities                              1,229,575     1,398,320
                                                         ------------  ------------

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

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
  Preferred stock, $0.0001 par value
    20,000,000 shares authorized
    0 (unaudited) and 0 issued and outstanding                     -             -
  Common stock, $0.0001 par value
    100,000,000 shares authorized
    22,613,098 (unaudited) and 22,075,200 shares
      issued and outstanding                                   2,262         2,208
  Additional paid-in capital                               4,057,042     2,534,483
  Committed shares, 45,759 outstanding                         7,164             -
  Deferred compensation                                     (739,868)            -
  Deficit accumulated during the development stage        (3,634,876)   (2,724,564)
                                                         ------------  ------------

        Total shareholders' deficit                         (308,276)     (187,873)
                                                         ------------  ------------

           TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $   940,222   $ 1,229,370
                                                         ============  ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        2

<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended July 31, 2002 and   2001 (unaudited) and
   for the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  For the
                                                                Period from
                                                                 August 21,
                                     For the Three Months Ended     1995
                                              July 31,         (Inception) to
                                    --------------------------     July 31,
                                        2002          2001          2002
                                    ------------  ------------  ------------
                                    (unaudited)    (unaudited)   (unaudited)
<S>                                     <C>           <C>           <C>
CONTRACT REVENUES                   $         -   $    91,000   $   325,916

OPERATING EXPENSES
  General and administration           (721,740)     (135,172)   (3,731,182)
                                    ------------  ------------  ------------

LOSS FROM OPERATIONS                   (721,740)      (44,172)   (3,405,266)
                                    ------------  ------------  ------------

OTHER INCOME (EXPENSE)
  Interest income                         2,158             -         2,158
  Interest expense                       (3,020)       (2,549)      (33,075)
  Financing expense                    (223,710)            -      (223,710)
  Forgiveness of accounts payable        36,000             -        36,000
                                    ------------  ------------  ------------

    Total other income (expense)       (188,572)       (2,549)     (218,627)
                                    ------------  ------------  ------------

LOSS BEFORE PROVISION FOR
  INCOME TAXES                         (910,312)      (46,721)   (3,623,893)

PROVISION FOR INCOME TAXES                    -             -        10,983
                                    ------------  ------------  ------------

NET LOSS                            $  (910,312)  $   (46,721)  $(3,634,876)
                                    ============  ============  ============

BASIC AND DILUTED LOSS PER SHARE    $     (0.04)  $         -   $     (0.31)
                                    ============  ============  ============

WEIGHTED-AVERAGE COMMON SHARES
  OUTSTANDING                        22,591,996    15,443,920    11,781,869
                                    ============  ============  ============

</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        3

<PAGE>

                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   For the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                              Deficit
                                                                                            Accumulated
                                     Common Stock        Additional                          during the
                               -----------------------    Paid-in  Committed   Deferred     Development
                                 Shares       Amount     Capital    Shares   Compensation      Stage        Total
                               -----------  ----------  ---------  --------  -------------  ------------  ----------
<S>                                <C>          <C>         <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)
                               -----------  ----------  ---------  --------  -------------  ------------  ----------

   The accompanying notes are an integral part of these financial statements.
                                        4
</TABLE>
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   For the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                              Deficit
                                                                                            Accumulated
                                     Common Stock        Additional                          during the
                               -----------------------    Paid-in  Committed   Deferred     Development
                                 Shares       Amount     Capital    Shares   Compensation      Stage        Total
                               -----------  ----------  ---------  --------  -------------  ------------  ----------
<S>                                <C>          <C>         <C>        <C>       <C>            <C>           <C>

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)
                               -----------  ----------  ---------  --------  -------------  ------------  ----------


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)
                               -----------  ----------  ---------  --------  -------------  ------------  ----------

</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        5

<PAGE>
                                   HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   For the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                              Deficit
                                                                                            Accumulated
                                     Common Stock        Additional                          during the
                               -----------------------    Paid-in  Committed   Deferred     Development
                                 Shares       Amount     Capital    Shares   Compensation      Stage        Total
                               -----------  ----------  ---------  --------  -------------  ------------  ----------

<S>                                <C>          <C>         <C>        <C>       <C>            <C>           <C>


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)
PRIVATE PLACEMENT
  (unaudited)                    500,000            50      499,950                                          500,000
CONVERSION OF NOTES
  PAYABLE TO COMMON
  STOCK (unaudited)               37,898             4       37,892                                           37,896
FINANCING EXPENSE IN
  CONNECTION WITH
  ISSUANCE OF WARRANTS
  (unaudited)                                               223,710                                          223,710


   The accompanying notes are an integral part of these financial statements.
                                        6
</TABLE>
<PAGE>
                                   HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   For the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                              Deficit
                                                                                            Accumulated
                                     Common Stock        Additional                          during the
                               -----------------------    Paid-in  Committed   Deferred     Development
                                 Shares       Amount     Capital    Shares   Compensation      Stage        Total
                               -----------  ----------  ---------  --------  -------------  ------------  ----------
<S>                                <C>          <C>         <C>        <C>       <C>            <C>           <C>



DEFERRED COMPENSATION
  IN CONNECTION WITH
  ISSUANCE OF STOCK
  OPTIONS TO CONSULTANT
  (unaudited)                                          $ 761,007              $(761,007)                 $        -
AMORTIZATION OF DEFERRED
  COMPENSATION (unaudited)                                                       21,139                      21,139
EXERCISE OF STOCK OPTIONS
  IN SUBSIDIARY (unaudited)                                          $ 7,164                                  7,164
NET LOSS (unaudited)                                                                        $  (910,312)   (910,312)
                               -----------  ----------  ----------  ---------  -----------  ------------  ----------

BALANCE, JULY 31, 2002
  (UNAUDITED)                  22,613,098   $    2,262  $4,057,042  $  7,164   $(739,868)   $(3,634,876)  $(308,276)
                               ===========  ==========  ==========  ========== ===========  ============  ==========
</TABLE>
   The accompanying notes are an integral part of these financial statements.
                                        7

<PAGE>


                                   HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Three Months Ended July 31, 2002 and   2001 (unaudited) and
   for the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                          August 21,
                                              For the Three Months Ended    1995
                                                      July 31,          (Inception) to
                                             --------------------------    July 31,
                                                 2002          2001         2002
                                             ------------  ------------  ------------
                                             (unaudited)   (unaudited)   (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>           <C>           <C>
  Net loss                                   $  (910,312)  $   (46,721)  $(3,634,876)
  Adjustments to reconcile net loss to
    net cash used in operating activities
      Depreciation                                14,112         1,133        21,544
      Compensation expense relating to
        issuance of common stock in
        exchange for services rendered                 -        22,930       428,950
      Compensation expense relating to
        issuance of common stock in
        exchange for services rendered
        to minority shareholders                       -             -        18,923
      Additional compensation to officer               -             -        42,171
      Amortization of deferred compensation       21,139             -        21,139
      Financing expense                          223,710             -       223,710
      Forgiveness of accounts payable             36,000             -        36,000
      (Increase) decrease in
        Accounts receivable                            -             -       (29,166)
        Other current assets                     (69,525)            -       (77,025)
      Increase (decrease) in
        Accounts payable                         243,650        12,874       453,547
        Accrued expenses                        (112,822)       (5,251)       38,761
        Accrued payroll and payroll taxes              -        10,000       350,000
        Accrued interest                           1,406         2,549        31,173
                                             ------------  ------------  ------------

Net cash used in operating activities           (552,642)       (2,486)   (2,075,149)
                                             ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment            (294,000)      (42,128)     (416,000)
                                             ------------  ------------  ------------

Net cash used in investing activities           (294,000)      (42,128)     (416,000)
                                             ------------  ------------  ------------
   The accompanying notes are an integral part of these financial statements.
                                        8
</TABLE>
<PAGE>
                                   HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Three Months Ended July 31, 2002 and   2001 (unaudited) and
   for the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          August 21,
                                              For the Three Months Ended    1995
                                                      July 31,          (Inception) to
                                             --------------------------    July 31,
                                                 2002          2001         2002
                                             ------------  ------------  ------------
                                             (unaudited)   (unaudited)   (unaudited)
<S>                                              <C>           <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common
    stock in private placement               $   500,000   $         -   $ 1,725,000
  Proceeds from issuance of common
    stock                                              -        30,000       882,723
  Exercise of stock options in subsidiary          7,164             -         7,164
  Proceeds from notes payable -
    related parties                                    -        40,000       579,520
  Payments on notes payable -
    related parties                             (279,803)       (6,513)     (279,803)
  Proceeds from convertible notes
    payable - related parties                          -             -        55,400
  Payments on convertible notes
    payable - related parties                    (19,280)       (9,280)      (39,280)
                                             ------------  ------------  ------------

Net cash provided by financing activities        208,081        54,207     2,930,724
                                             ------------  ------------  ------------

Net increase (decrease) in cash and
  cash equivalents                              (638,561)        9,593       439,575

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                          1,078,136         3,521             -
                                             ------------  ------------  ------------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                              $   439,575   $    13,114   $   439,575
                                             ============  ============  ============

   The accompanying notes are an integral part of these financial statements.
                                        9
</TABLE>
<PAGE>
                                   HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Three Months Ended July 31, 2002 and   2001 (unaudited) and
   for the Period from August 21, 1995  (Inception) to July 31, 2002 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          August 21,
                                              For the Three Months Ended    1995
                                                      July 31,          (Inception) to
                                             --------------------------    July 31,
                                                 2002          2001         2002
                                             ------------  ------------  ------------
                                             (unaudited)   (unaudited)   (unaudited)
<S>                                              <C>           <C>            <C>

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION

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

    INCOME TAXES PAID                        $         -   $         -   $    10,983
                                             ============  ============  ============
</TABLE>


SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  FINANCING  ACTIVITIES
During  the  three  months  ended  July  31, 2002, the Company converted $37,896
(unaudited)  of  notes  payable,  including  principal and interest, into 37,898
shares  (unaudited)  of  common  stock.





   The accompanying notes are an integral part of these financial statements.
                                        10

<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

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.

As  contemplated  by the Securities and Exchange Commission under Item 310(b) of
Regulation  S-B,  the  accompanying financial statements and footnotes have been
condensed  and  therefore  do not contain all disclosures required by accounting
principles  generally  accepted  in  the  United  States of America. The interim
financial  data  is unaudited; however, in the opinion of HiEnergy's management,
the  interim  data includes all adjustments, consisting only of normal recurring
adjustments,  necessary  for  a  fair  statement  of the results for the interim
periods.  Results for interim periods are not necessarily indicative of those to
be  expected  for  the  full  year.

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.

                                       11
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  2  -  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally accepted in the United States of America which
contemplate continuation of the Company as a going concern.  However, during the
three  months  ended  July 31, 2002 and 2001, the Company incurred net losses of
$910,312  (unaudited) and $46,721 (unaudited), respectively, and it had negative
cash  flows  from  operations  of  $552,642  (unaudited) and $2,486 (unaudited),
respectively.  In addition, the Company had an accumulated deficit of $3,634,876
(unaudited) and was in the development stage as of July 31, 2002.  These factors
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.

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  sheets  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  July  31, 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.

                                       12
<PAGE>

                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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.

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 and July 31, 2002, uninsured
portions  of  the  balances at those banks aggregated to $1,125,206 and $371,189
(unaudited),  respectively.  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 and July 31, 2002 consisted of an amount
due  from  a  governmental  contract.

Property  and  Equipment
------------------------
Property  and  equipment  are  recorded  at  cost  and are depreciated 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.

                                       13
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Fair  Value  of  Financial  Instruments
---------------------------------------
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 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.

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.

                                       14
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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  Pronouncement
-------------------------------------------
In  June  2002,  the  Financial  Accounting Standards Board issued SFAS No. 146,
"Accounting  for  Costs  Associated  with  Exit  or  Disposal Activities."  This
statement addresses financial accounting and reporting for costs associated with
exit  or  disposal  activities and nullifies Emerging Issues Task Force ("EITF")
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and  Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
Restructuring)."  This statement requires that a liability for a cost associated
with  an exit or disposal activity be recognized when the liability is incurred.
Under  EITF Issue 94-3, a liability for an exit cost, as defined, was recognized
at  the  date of an entity's commitment to an exit plan.  The provisions of this
statement are effective for exit or disposal activities that are initiated after
December  31,  2002  with earlier application encouraged.  This statement is not
applicable  to  the  Company.


NOTE  4  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  April  30, 2002 and July 31, 2002 consisted of the
following:

                                        July  31,       April  30,
                                           2002           2002
                                      ------------     -----------
                                       (unaudited)

     Micro  sensor                    $     53,115     $    42,127
     Laboratory  equipment                 277,508          -
     Web  site  development                 14,400          14,400
     Computer  equipment                    12,977           7,473
     Neutron  generator                     58,000          58,000
                                      ------------     ------------

                                          416,000          122,000
     Less  accumulated  depreciation       21,544            7,432
                                      ------------     ------------


          TOTAL                       $   394,456      $   114,568
                                      ============     ============

                                       15
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------


NOTE  4  -  PROPERTY  AND  EQUIPMENT  (CONTINUED)

Depreciation  expense  for the three months ended July 31, 2002 and 2001 and the
period  from  August  21,  1995  (inception)  to  July  31,  2002  was  $14,112
(unaudited),  $1,133  (unaudited),  and  $21,544  (unaudited),  respectively.


NOTE  5  -  NOTES  PAYABLE  -  RELATED  PARTIES

Notes payable - related parties at April 30, 2002 and July 31, 2002 consisted of
the  following:

<TABLE>
<CAPTION>
<S>                              <C>                                     <C>           <C>

                                                                      July  31,      April  30,
                                                                         2002           2002
                                                                      ----------     ----------
                                                                     (unaudited)
     Unsecured  notes  to  a  majority  shareholder/officer/
          director  of  the  Company,  interest  payable  at  6%
          per  annum,  maturing  in  December  2002.  During
          the  three  months  ended  July  31,  2002,  the  notes
          were  paid  in  full  (unaudited).                            $     -     $     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.  During
          the  three  months  ended  July  31,  2002,  $50,000
          (unaudited)  was  repaid.                                       50,000         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  July  31,  2002,  the  notes  were  in
          default  (unaudited).                                           40,000          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  July  31,  2002,  these  notes  were  in  default
          (unaudited).                                                    27,608          27,608

</TABLE>
                                       16
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                              <C>                                     <C>              <C>

NOTE  5  -  NOTES  PAYABLE  -  RELATED  PARTIES  (CONTINUED)
                                                                       July  31,        April  30,
                                                                         2002             2002
                                                                       ----------       ----------
                                                                       (unaudited)
     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.  During  the  three  months  ended
          July  31,  2002,  the  note  was  paid  in  full
          (unaudited).                                                   $     -        $   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.  During  the
          three  months  ended  July  31,  2002,  the  notes  were
          paid  in  full.  In  addition,  since  the  notes  were  in
          default  and  the  principal  balance  of  $150,000
          was  paid  late,  the  Company  granted  the  holder
          of  the  notes  a  warrant  to  purchase  150,000
          shares  of  common  stock  (unaudited).                               -         150,000

     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  July  31,
          2002,  this  amount  was  in  default  (unaudited).             150,000         150,000

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


                                                                          312,608         621,691
     Less  current  portion                                               312,608         621,691
                                                                       ----------       ----------


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

                                       17
</TABLE>
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  6  -  CONVERTIBLE  NOTES  PAYABLE  -  RELATED  PARTIES

Convertible  notes payable - related parties at April 30, 2002 and July 31, 2002
consisted  of  the  following:

<TABLE>
<CAPTION>
<S>                              <C>                                     <C>              <C>

                                                                       July  31,        April  30,
                                                                         2002             2002
                                                                       ----------       ----------
                                                                       (unaudited)
     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.  During  the  three
          months  ended  July  31,  2002,  this  note  plus
          accrued  interest  of  $780  was  converted  into
          5,780  shares of common stock (unaudited).                   $       -        $   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  July  31,  2002,  the
          notes  were  in  default  (unaudited).                          10,400           10,400

     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.  During  the  three  months  ended
          July  31,  2002,  this  note  plus  accrued  interest  of
          $1,678  was  converted  into  11,678  shares  of
          common  stock  (unaudited).                                          -          10,000

                                       18
</TABLE>
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
<S>                              <C>                                     <C>              <C>

                                                                       July  31,        April  30,
                                                                         2002             2002
                                                                       ----------       ----------
                                                                       (unaudited)
     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.  During
          the  three  months  ended  July  31,  2002,  the
          notes  were  paid  in  full  (unaudited).                      $     -          $  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.  During  the  three  months  ended  July  31,
          2002,  the  notes  were  paid  in  full  (unaudited).                 -            5,000
                                                                         ----------       ----------

                                                                           10,400           35,400
     Less  current  portion                                                10,400           35,400
                                                                         ----------       ----------

               LONG-TERM  PORTION                                        $      -          $     -
                                                                         ==========       ==========
</TABLE>
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
     (unaudited)  was  paid  during  the  three  months  ended  July  31,  2002.

-    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.


                                       19
<PAGE>

                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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

-    The Company granted 2,482,011 stock options at an exercise price of $0.134,
     vesting immediately, and 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. During the three months ended July 31,
     2002,  the  Company  paid  $17,500 (unaudited) for an automobile deposit on
     behalf  of  its  Chief  Scientist/Chairman  of  the  Board.

-     The  Company  must  pay  a  base  salary  payable  in  cash  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

-    If  the  agreement  is terminated by the Company without cause, the Company
     shall  pay  its  Chief/Scientist/Chairman  of the Board, on the termination
     date,  an  amount  equal  to  two  years of the minimum annual base salary.

Consulting  Agreement  (unaudited)
---------------------
In  July  2002,  the  Company  entered  into  a three-year consulting agreement,
whereby  the  consultant  will  assist  the  Company  with business development,
product  and  corporate  image  advertising, and access to government grants and
purchases.   The  Company  will pay the consultant $20,000 per month, plus 5% of
any  gross  revenues  collected  in  cash from government grants or business and
other  third-party  business  that  the  consultant  produces  for  the Company.
Furthermore,  the consultant was granted options to purchase 1,000,000 shares of
common  stock.  Of  these options, 500,000 vested immediately, and the remaining
500,000  vest one year after the Company's Minisenzor product is operational and
ready to be shown.  The stock options have an exercise price of $1 per share and
are  exercisable  for  six  years  from  the  date  of  grant.

                                       20
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Consulting  Agreement  (unaudited)  (Continued)
---------------------
The  Company  recorded  deferred  compensation of $761,007 related to the vested
options,  which will be amortized over three years, which represents the term of
the  consulting agreement.  During the three months ended July 31, 2002, $21,139
was  expensed  and  is  included  in  general and administration expenses on the
accompanying  statement  of  operations.

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.

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
with  HiEnergy, each remaining Microdevices shareholder will receive the greater
of  the  market value of his/her 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.

                                       21
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  7  -  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

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.

During  the  three  months  ended  July 31, 2002, 2,047 (unaudited) of the above
stock  options were exercised via a cash payment of $7,164 (unaudited), or $3.50
per share.  The Company has agreed to exchange these shares in Microdevices for
shares  in  HiEnergy  at  an  exchange  rate  of  22.3524  per  share, or 45,755
(unaudited)  shares of common stock.


NOTE  8  -  SHAREHOLDERS'  DEFICIT

Common  Stock  Issued  for  Cash  (unaudited)
--------------------------------
During  the three months ended July 31, 2002 and 2001 and the period from August
21,  1995  (inception)  to  July  31,  2002,  the  Company issued 0, 53,650, and
2,677,497,  shares,  respectively,  of  common stock in exchange for cash of $0,
$30,000,  and  $882,727,  respectively.

Common  Stock  Issued  for  Services  Rendered  (unaudited)
----------------------------------------------
During  the three months ended July 31, 2002 and 2001 and the period from August
21,  1995  (inception)  to  July  31,  2002,  the Company issued 0, 512,582, 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 $0, $22,930, and
$428,950,  respectively.

Common  Stock  Issued  in  Exchange  for  Convertible  Notes Payable (unaudited)
--------------------------------------------------------------------
During  the three months ended July 31, 2002 and 2001 and the period from August
21,  1995 (inception) to July 31, 2002, the Company issued 37,898, 0, and 37,898
shares,  respectively,  of  common  stock  for principal and accrued interest of
$37,896,  $0,  and  $37,896,  respectively.


                                       22
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  8  -  SHAREHOLDERS'  DEFICIT  (CONTINUED)

Common  Stock  Issued  in  Private  Placement
---------------------------------------------
In April 2002, the Company completed its first closing of its 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.

During  the  three  months ended July 31, 2002, the Company completed its second
closing  of  its private placement, whereby 500,000 shares (unaudited) of common
stock  were  issued  in  exchange for cash of $500,000 (unaudited).  The private
placement  has  been  closed.

Stock  Splits
-------------
In  September  1998  and 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  (unaudited)
--------------
During  the  three  months ended July 31, 2002, 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.


NOTE  9  -  FINANCING  EXPENSE  -  RELATED  PARTY  (UNAUDITED)

In  May  2002,  the Company issued warrants to purchase 150,000 shares of common
stock to a shareholder/prior officer/director of the Company.  The warrants vest
immediately, are exercisable at $1 per share, and expire on May 31, 2005.  Since
the  Company  was  in  default  on  the  note  payable  for  $150,000  to  this
shareholder/prior  officer/director  of  the  Company, the Company granted these
warrants.  Accordingly,  the  Company  recorded  financing  expense  of $223,710
during  the  three  months  ended  July  31,  2002.


NOTE  10  -  RELATED  PARTY  TRANSACTIONS

See  Notes  5,  6,  and  9  for  related  party  transactions.


                                       23
<PAGE>
                                    HIENERGY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                   (DEVELOPMENT STAGE COMPANIES)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    April 30, 2002 and July 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE  11  -  SUBSEQUENT  EVENTS  (UNAUDITED)

Agreements
----------
In  August  2002, the Company entered into a one-year agreement with a placement
agent  to  arrange the sale of debt or equity securities.  Upon execution of the
agreement,  the  Company  issued  warrants  to purchase 100,000 shares of common
stock,  exercisable  at  $0.01 per share.    In addition, the Company will pay a
cash  payment  of 8% on any gross proceeds received by the Company in connection
with  this  agreement. Furthermore, the Company will pay a cash payment of 4% in
connection with the exercise of investor warrants issued in connection with this
agreement.

In August 2002, the Company entered into a one-year consulting agreement with an
investor  and  media  relations  firm.  Under  the  terms  of the agreement, the
Company  will  pay $10,000 per month, plus approved expenses.  In addition, upon
execution  of  the  agreement,  the Company issued an option to purchase 400,000
shares  of  common  stock,  vesting  immediately  at an exercise price of $2 per
share,  exercisable for two years.  Either party may terminate the agreement six
months  after  the  commencement  of  this  agreement.

Amendment  to  Articles  of  Incorporation
------------------------------------------
In  August  2002,  the Board of Directors approved an amendment to the Company's
Articles of Incorporation to establish Series A convertible preferred stock (the
"Series A"), par value $0.0001 per share.  The Series A will have certain voting
rights,  and  the holders may be entitled to receive dividends at the rate of 8%
of  the  price  paid  for  each  share.

Private  Placement  Offering
----------------------------
In  August 2002, the Company commenced a private placement offering of up to 345
shares  of  the  Series  A  at $10,000 per share to raise up to $3,450,000.  The
private placement offering includes warrants to purchase shares of the Company's
common stock for $1.50 per share.  The offering is anticipated to have multiple
closings.




                                       24
<PAGE>
ITEM 2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Except  for  the  historical information presented in this document, the matters
discussed  in this Form 10-QSB, and specifically in "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations,"  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," "expects," "may," "will," "intends," "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 HiEnergy Technologies.
You  should  not  place  undue  reliance  on  forward-looking  statements.
Forward-looking  statements  involve risks and uncertainties. The actual results
that we achieve may differ materially from any forward-looking statements 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  report  on Form 10-QSB 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.

The  following  discussion  and  analysis of our financial condition and plan of
operation  should be read in conjunction with the unaudited financial statements
and  accompanying  notes and the other financial information appearing elsewhere
in  this  report and with the audited financial statements contained in our Form
10-KSB  for  the  year  ended  April  30,  2002.

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. 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,  14,380,200  shares of common stock of SLW were issued in exchange for
approximately  92%  of HiEnergy Microdevices' outstanding shares 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.

                                       25
<PAGE>

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 unaudited  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  we  believe  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

Three Months Ended July 31, 2002 Compared To Three Months Ended July 31, 2001.

For  the  three  months  ended  July  31,  2002,  we  incurred  a  net  loss  of
approximately  $910,312,  as compared to a net loss of approximately $46,721 for
the  same  period  in  2001.  At  July 31, 2002, we had negative cash flows from
operations of approximately $552,642. In addition, we had an accumulated deficit
of  approximately  $3.6 million and were in the development stage as of July 31,
2002.  These factors, among others, raise substantial doubt about our ability to
continue  as  a going concern. Our unaudited financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

REVENUE

We  had  no  revenues  during  the  period  ended  July 31, 2002, as compared to
revenues  of  approximately  $91,000  during the same period last year. Our 2001
revenues  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 $721,740
during  the  three-month period ended July 31, 2002, from approximately $135,172
during the same period in 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.

                                       26
<PAGE>
DEPRECIATION

Accumulated  depreciation  for  property  and  equipment  at  July  31, 2002 was
approximately  $21,544.  The  depreciation  expense  for the three-month periods
ended  July  31,  2002  and  2001  was  $14,112  and  $1,133,  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.

RECENT ACCOUNTING PRONOUNCEMENTS

In  June  2002,  the  Financial  Accounting Standards Board issued SFAS No. 146,
"Accounting  for  Costs  Associated  with  Exit  or  Disposal  Activities." This
statement addresses financial accounting and reporting for costs associated with
exit  or  disposal  activities and nullifies Emerging Issues Task Force ("EITF")
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and  Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
Restructuring)."  This statement requires that a liability for a cost associated
with  an exit or disposal activity be recognized when the liability is incurred.
Under  EITF Issue 94-3, a liability for an exit cost, as defined, was recognized
at  the  date  of an entity's commitment to an exit plan. The provisions of this
statement are effective for exit or disposal activities that are initiated after
December  31,  2002  with  earlier application encouraged. This statement is not
applicable  to  HiEnergy  Technologies.

LIQUIDITY AND CAPITAL RESOURCES; PLAN OF OPERATION

As of July 31, 2002, we had cash and cash equivalents of approximately $440,000.
We  used approximately $553,000 for operating activities, approximately $294,000
to  acquire  equipment during the quarter ended July 31, 2002, and approximately
$330,000  to  repay  related  party  liabilities. These uses of cash were funded
principally  through  opening cash of approximately $1.1 million and the private
placement  offering  that  raised  $500,000. As of July 31, 2002, we had current
liabilities  of  approximately  $1.2 million, which exceeded our cash on hand of
$440,000. We have been working to preserve our cash by managing our payables and
seeking  additional  financing. There can, however, be no assurance that we will
be  able  to  continue  as  a  going  concern  or  achieve  material revenues or
profitable  operations.

During  the  first  quarter of fiscal year ending April 30, 2003, we have repaid
approximately  $330,000  of  the  approximately  $657,000 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 Scientific Officer when
we  generate  at  least  $500,000  in  revenues  (excluding  grants directed for
equipment)  or  receive  financing  in  the amount of at least $1 million. After
filing our delinquent tax returns, we intend to negotiate payment schedules with
relevant  taxing authorities. As of July 31, 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.

After  purchasing  equipment, paying off some notes payable and paying operating
expenses,  as  of  September  16,  2002,  we had cash of approximately $125,000,
short-term  payables  of  approximately $150,000 and payables that we believe we
can  extend to a three-to-six month time frame of approximately $100,000. During
first  quarter  of  2002,  our  monthly  cash used in operations has been around
$175,000,  and  we  expect our monthly cash used in operations to continue to be
around  that  amount.  At  that  rate,  we  need additional funding immediately.
Several accredited investors have committed funds in the amount of $385,875 with
the intention of investing in our series A Convertible Preferred Stock offering,
as  more  fully  discussed below.

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
                                       27
<PAGE>
April  2002  and  an  additional  $500,000 in June 2002. We believe that we will
require  a total of approximately $1.8 million in order to continue implementing
our  business  plan during the balance of the fiscal year ending April 30, 2003,
and  anticipate needing an additional $2.5 million for the year ending April 30,
2004.  We  believe  we have sufficient authorized capital to raise approximately
$4.3  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 September 9, 2002, there were 22,613,098 shares of
common  stock  and  no  shares  of  preferred  stock  outstanding.

In  August  2002,  with the assistance of our financial advisors, we commenced a
best  efforts,  no  minimum  private  placement  offering of up to 345 shares of
Series A Convertible Preferred Stock (the "Series A Preferred Stock") at $10,000
per  share to raise up to $3,450,000. There is a fixed conversion price of $1.15
and  a  mandatory  conversion  requirement  after  two  years  from  the date of
issuance. The private placement offering includes warrants to purchase shares of
common stock of HiEnergy Technologies for $1.50 per share. The offering and sale
of  the  Series  A Preferred Stock has not been and will not be registered under
the  Securities  Act  of 1933, as amended, and may not be offered or sold in the
United  States  absent  registration  or  an  applicable  exemption  from  the
registration  requirements.  This  disclosure is not an offer of securities or a
solicitation  of  an  offer  to  buy securities. Placements will be made only to
accredited  investors  with  preexisting contacts with HiEnergy Technologies and
its  authorized  representatives.

In  August  2002,  HiEnergy Technologies' project to develop the SuperSenzor was
competitively  selected  by  the Department of Defense Small Business Innovation
Research  ("SBIR")  program  to receive up to $780,000 in funding over two years
for  Phase II testing and development of an anti-tank landmine detection system.
The  total  cost  of  the project is $1,400,000, which includes private matching
funds  of  $550,000 and $70,000 granted by the Department of Defense for Phase I
testing  of  the  system  currently  being  completed.  The private contribution
consists  of  approximately $200,000 in matching funds from a private individual
and  approximately $350,000 worth of HiEnergy's hi-tech equipment. The selection
is  subject  to successful contract negotiations and is based on availability of
government  funds. As of the date of this report, we are continuing to negotiate
the  contractual  terms  with  the  Department  of  Defense.

We plan to continue to utilize a combination of equity financings and government
grants  to  fund  our  short-term  growth.  Except  for the Series A Convertible
Preferred  Stock  private  placement  offering  and  the  application to receive
funding  from  the  Department  of  Defense,  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.

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 remainder of 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.

                                       28
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The  lawsuit  filed  by  Mr. Keith Cowan, a former CEO and President of HiEnergy
Microdevices,  against HiEnergy Microdevices, Dr. Maglich and Mr. Alden has been
previously reported in our Form 10-KSB for the fiscal year ended April 30, 2002,
which  was  filed  with  the Commission on July 29, 2002. No material change has
occurred  with  respect  to  the  litigation.

Except as described above and in our Form 10-KSB for the fiscal year ended April
30,  2002,  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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

SALES  OF  UNREGISTERED  SECURITIES  DURING THE THREE MONTHS ENDED JULY 31, 2002

-    On July 12, 2002, we issued and granted a non-qualified stock option to Mr.
     Isaac  Yeffet  to  purchase up to 1,000,000 shares of our common stock, par
     value $0.0001 per share, at $1.00 per share. The stock option was issued in
     connection  with a consulting agreement between Yeffet Security Consultant,
     Inc.,  of which Mr. Yeffet is the sole principal, and HiEnergy Technologies
     dated July 12, 2002. 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  Stock  Option  Agreement  executed  on  July  12, 2002 was amended and
     restated  in  September  2002  to add a cashless exercise provision. In the
     First  Amended  and  Restated Stock Option Agreement, Mr. Yeffet may tender
     the  Option  Exercise  Price  to HiEnergy Technologies, (i) by cash, check,
     wire  transfer  or  such  other  method  of  payment  (e.g.,  delivery  or
     attestation  of  shares  already  owned)  as  may be acceptable to HiEnergy
     Technologies,  (ii)  by  "cashless  exercise", but only when a registration
     statement  under  Securities  Act  qualifying  a  public  offering  of  the
     underlying  Shares  is not then in effect, or (iii) by a combination of the
     foregoing  methods  of  payment  selected  by  Mr.  Yeffet.

     The  "cashless  exercise"  provision  of  the  First  Amended  Stock Option
     Agreement will enable Mr. Yeffet to exercise his stock option by paying the
     exercise  price  in  the form of shares of common stock based on the market
     price  of  the common stock on the date of exercise. This will allow him to
     commence  the  one-year holding period for purposes of Rule 144 on the date
     of grant, or July 12, 2002, instead of the date of exercise. If he does not
     exercise  the  stock  option  and sell the shares of common stock through a
     registered offering, he will have the option of exercising the stock option
     using  the  cashless  exercise  method and selling the restricted shares of
     common  stock  he  receives beginning one (1) year after the grant date, or
     July  12,  2003,  subject  to  the  provisions  of  Rule  144.

     If  Mr. Yeffet's status as a consultant is terminated at any time after the
     grant  of  the  stock option for any reason other than death or disability,
     then  any  vested  options  will terminate on the expiration date otherwise
     provided  in  the  Stock  Option  Agreement.  Any  nonvested  options  will
     terminate  immediately  upon  the  effective  date  of  termination  of the
     Consulting  Agreement.  The  Board has recommended that the shareholders of
     HiEnergy  Technologies  ratify  the  grant  of the stock option at the next
     annual  meeting  of  shareholders scheduled to be held on October 10, 2002.

     We  believe  the issuance of the stock option to Mr. Yeffet was exempt from
     registration pursuant to Rule 506 of Regulation D and/or Section 4(2) under
     the  Securities  Act  of  1933,  as  amended.  Mr.  Yeffet is an accredited
     investor.

                                       29
<PAGE>
-    In  July,  2002, we issued 11,218 shares of common stock, par value $0.0001
     per  share,  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.  We believe the
     issuance  of  the  stock  to  Mr.  Al  Zuhair  was exempt from registration
     pursuant  to  Rule  506  of  Regulation  D  and/or  Section  4(2) under the
     Securities  Act  of  1933, as amended. Alternatively, the offer and sale of
     the  stock  may be exempt pursuant to Regulation S under the Securities Act
     of  1933,  as  amended. Mr. Al Zuhair is an accredited investor and resides
     outside  of  the  United  States.

-    In  July,  2002, we issued 11,678 shares of common stock, par value $0.0001
     per  share,  to  Mr.  Richard  Alden,  a director of HiEnergy Technologies,
     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, par value
     $0.0001  per  share,  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. We believe the issuances of stock to
     Mr.  Alden  and  to  Rimar  Investments, Inc. were exempt from registration
     pursuant  to  Rule  506  of  Regulation  D  and/or  Section  4(2) under the
     Securities  Act  of 1933, as amended. Mr. Alden and Rimar Investments, Inc.
     are  accredited  investors.

-    On  June  24,  2002,  we  issued  500,000 shares of common stock, par value
     $0.0001  per share, at $1.00 per share in connection with the final closing
     of  the  $2  million private placement offering. 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 of 1933, as amended. 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 in the amount
     of $325,000 was exempt pursuant to Regulation S under the Securities Act of
     1933, as amended. All of the investors who purchased shares of common stock
     through  the  private  placement  were  accredited  investors.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

MATERIAL DEFAULTS

As  of  July  31,  2002, HiEnergy Microdevices had defaulted on notes payable to
related  parties in the amount of $78,008. This does not include the $150,000 to
Keith Cowan, a former officer of HiEnergy Microdevices, which is currently being
litigated.  For  further details regarding the notes payable, please see Notes 5
and  6  in  the  unaudited  quarterly  financial  statements above.

ITEM 5.  OTHER INFORMATION

INVESTOR RELATIONS FIRM

On August 1, 2002, we hired Primoris Group Inc., located in Toronto, Ontario, to
be our investor and media relations firm. We will pay Primoris Group $10,000 per
month,  plus  approved  expenses,  pursuant to the one-year consulting agreement
executed  between  HiEnergy  Technologies and Primoris Group. Under the terms of
the consulting agreement, we granted and issued, following approval by our Board
of Directors, a non-qualified stock option to Primoris Group to purchase 400,000
shares  of  our  common  stock with an exercise price of $2.00 and a term of two
years.  The  stock  option  vests  immediately.  We also executed a registration
rights  agreement  with Primoris Group giving them piggyback registration rights
for  a  period  of  two  years from the date of grant of the stock option or, if
earlier,  the  date that all of the shares underlying the stock option have been
exercised  and  may  be  sold  pursuant  to  Rule  144.

RESIGNATION OF DIRECTOR

After  serving  on  HiEnergy  Microdevices' Board of Directors since 1997 and on
HiEnergy Technologies' Board of Directors since April 2002, Mr. Edward Finch has
resigned  as  a  director  from  both  Boards,  effective  September  6,  2002.

                                       30
<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS
<TABLE>
<CAPTION>
<S>                <C>
EXHIBIT
NUMBER         DESCRIPTION
3.1     Articles  of  Amendment (adding Series A Convertible Preferred Stock) filed
        on  September  9,  2002

4.1     Designation  of Relative Rights and Preferences of the Series A Convertible
        Preferred  Stock  (see  Exhibit  3.1)

10.1*   Assignment  and  Assumption  of  Employment  Agreement  among  HiEnergy
        Technologies,  Inc.,  HiEnergy Microdevices, Inc. and Dr. Bogdan C. Maglich
        dated  July  16,  2002

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

10.3    Stock Option Agreement between Isaac Yeffet and HiEnergy Technologies, Inc.
        dated  July  12,  2002

10.4    Letter  Agreement  between  H.C.  Wainwright  &  Co.,  Inc.  and  HiEnergy
        Technologies,  Inc.  dated  August 8,  2002

</TABLE>

*  Filed on July 29, 2002 as an exhibit to HiEnergy Technologies' report on Form
10-KSB  for  the  fiscal  year  ended  April 30, 2002 and incorporated herein by
reference.


(B)  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  July 10, 2002, we filed a report on Form 8-K dated June 24, 2002. The report
contained  an  Item  5  disclosure  regarding  the final closing of a $2 million
private  placement  offering  by  HiEnergy Technologies, which raised a total of
$1,725,000.

                                       31
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   HIENERGY TECHNOLOGIES, INC.



Date:    September 20, 2002        By:     /s/ Barry Alter
      ---------------------               ---------------
                                   Name:  Barry Alter
                                   Title: Chief Executive Officer and
                                          Chief Financial Officer







                                       32

<PAGE>
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Barry Alter, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  HiEnergy
     Technologies,  Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.




Date:    September 20, 2002                    /s/ Barry Alter
      -------------------------               --------------------
                                               Barry Alter
                                               Chief Executive Officer

                                       33
<PAGE>

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


I, Barry Alter, certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  HiEnergy
     Technologies,  Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.



Date:    September 20, 2002                     /s/ Barry Alter
      -------------------------               ---------------------
                                              Barry Alter
                                              Chief Financial Officer




                                       34
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                <C>
EXHIBIT
NUMBER         DESCRIPTION
3.1     Articles  of  Amendment (adding Series A Convertible Preferred Stock) filed
        on  September  9,  2002

4.1     Designation  of Relative Rights and Preferences of the Series A Convertible
        Preferred  Stock  (see  Exhibit  3.1)

10.1*   Assignment  and  Assumption  of  Employment  Agreement  among  HiEnergy
        Technologies,  Inc.,  HiEnergy Microdevices, Inc. and Dr. Bogdan C. Maglich
        dated  July  16,  2002

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

10.3    Stock Option Agreement between Isaac Yeffet and HiEnergy Technologies, Inc.
        dated  July  12,  2002

10.4    Letter  Agreement  between  H.C.  Wainwright  &  Co.,  Inc.  and  HiEnergy
        Technologies,  Inc.  dated August 8,  2002

</TABLE>

*  Filed on July 29, 2002 as an exhibit to HiEnergy Technologies' report on Form
10-KSB  for  the  fiscal  year  ended  April 30, 2002 and incorporated herein by
reference.