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

                                    FORM 8-K
                                 CURRENT REPORT
          Pursuant to Section 13 or 15(d) of the Securities Act of 1934

        Date of Report (Date of earliest event reported): April 18, 2006

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

                           HIENERGY TECHNOLOGIES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           DELAWARE                    0-32093                   91-2022980
           --------                    -------                   ----------
  (State or other jurisdiction  (Commission File Number)          (I.R.S.
        of incorporation)                                    Identification No.)


                          1601-B ALTON PARKWAY, UNIT B
                            IRVINE, CALIFORNIA 92606
               ---------------------------------------- ---------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (949) 757-0855
                               ------------------

                                 Not Applicable
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

HiEnergy Technologies, Inc. ("we", "us" or the "Company") files this report on
Form 8-K to report the following:


Item 1.02 Termination of a Material Definitive Agreement

Termination of Employment Agreement

Our Employment Agreement with Dr. Bogdan C. Maglich was terminated, effective
April 18, 2006, removing him as our Chairman of the Board and Chief Scientific
Officer.

We terminated Dr. Maglich in accordance with Section 10(a) of the Employment
Agreement, which states that the Company may terminate his employment at any
time upon gross negligence or willful malfeasance by Dr. Maglich in the material
performance of his duties and responsibilities to the Company under the
Employment Agreement (a copy of which is attached as Exhibit 10.150 to this
Current Report).

On April 8, 2006, and pursuant to a resolution of our Board of Directors, we
served a Notice of Termination for Cause and Discharge Notice (the "Termination
Notice") to Dr. Bogdan C. Maglich. In our Termination Notice to Dr, Maglich, we
provided him with a ten-day period within which to cure the items identified in
the Termination Notice as grounds for termination under Section 10(a). Although
Dr. Maglich did respond to the Termination Notice through his attorney to
contest the Board's determination and to offer assurances that Dr. Maglich
would, prospectively, engage in conduct which adheres to the policies of and is
approved by our Board of Directors, we determined that the response did not
adequately cure the items which constituted grounds for his termination under
Section 10(a) and, accordingly, Dr. Maglich's termination became effective as of
April 18, 2006.

As we previously reported, on February 17, 2006 our Board of Directors removed
Dr. Maglich from his position as our Chief Executive Officer and suspended Dr.
Maglich from his duties as Chairman of the Board and Chief Scientific Officer.
Dr. Maglich continues to serve as a Director.

We have reviewed the individual items which were listed by the Termination
Notice as grounds for the termination of Dr. Maglich, and as of the date this
report we have not found anything during such review which we believe requires
an amendment to any of our previously-filed reports under the Securities
Exchange Act. However, there can be no assurance that a circumstance will not
arise which could require us to amend any prior filing, or which otherwise could
create a material and adverse effect on our business, financial condition or
operations.

Material Terms of Employment Agreement

In March 2002, Microdevices entered into the Employment Agreement with Dr.
Maglich to employ him as its Chief Scientist and Chairman of the Board. In May
2002, we assumed the Employment Agreement, which was subsequently amended in
December 2002 and July 2003. Major commitments included in the agreement, as
amended, were as follows:

-- We were required to pay an annual bonus of not less than 20% of the total
amount of bonuses paid to our officers. If the pretax profit in any fiscal year
exceeded $0.20 per share, then we were required to pay a bonus to him for that
year of not less than $50,000.

<PAGE>

-- We were required to grant Dr. Maglich annually, during the term of the
employment agreement, stock options to exercise a number of shares of common
stock equal to the greater of (i) 1% per annum of the our common stock issued
and outstanding or (ii) 10% of the total number of options granted by us for
services in that year. In either case, the exercise price on the stock options
was equal to the average price of our traded shares for the preceding 30 days
prior to the date of the grant.

-- We were required to provide Dr. Maglich with a car, family health insurance,
life and disability insurance, and reimbursements for reasonable out-of-pocket
expenses, attorney's fees not to exceed $20,000 in any one year, and any
personal tax liabilities arising for the issuance to Dr. Maglich of Company
securities up to $75,000.

-- We were required pay Dr. Maglich a base salary in cash which ranged during
the term of the Agreement from $125,000 in 2002 to $183,012 at the time of his
termination (excluding $2,800 a month in supplemental salary he was entitled to
for the duration he served as Chief Executive Officer).

-- If the Employment Agreement was terminated by us without cause, we were
required to pay Dr. Maglich on the termination date an amount equal to two years
of his minimum annual base salary.

-- The employment agreement between Dr.Maglich would have expired on December
31, 2006, had it not been terminated earlier by us as of April 18, 2006.


Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

The discussion under Item 1.02 as to the departure of Dr. Maglich as an officer
of our Company is incorporated herein by reference.

8.01. Other Events.

In reviewing Dr. Maglich's Employment Agreement, we became aware that the
version originally filed with the SEC as Exhibit 10.5 to our Annual Report on
Form 10-KSB for the fiscal year ended April 20, 2002 had small differences from
the signed original document in our files. In the signed original, it is clearly
stated that Dr. Maglich was entitled to severance pay only in the event of a
termination by us "without cause." The version of the Employment Agreement
previously filed did not contain the words, "without cause", among other things.
Even though the document has been terminated, we are filing the correct version
of the Employment Agreement as Exhibit 10.150 to this Current Report.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.       Description

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

<PAGE>


      *     Corrected version of the agreement filed as Exhibit 10.5 to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended
            April 20, 2002 filed with the SEC on July 29, 2002.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

HIENERGY TECHNOLOGIES, INC.


April 24, 2006                              /s/ Roger W.A. Spillmann
--------------                              ------------------------
(Date)                                      By:  Roger W.A. Spillmann,
                                            Its:  President and CEO
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM 8-K
                                 CURRENT REPORT
          Pursuant to Section 13 or 15(d) of the Securities Act of 1934

        Date of Report (Date of earliest event reported): April 18, 2006

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

                           HIENERGY TECHNOLOGIES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                    0-32093                   91-2022980
           --------                    -------                   ----------
  (State or other jurisdiction  (Commission File Number)          (I.R.S.
        of incorporation)                                    Identification No.)

                          1601-B ALTON PARKWAY, UNIT B
                            IRVINE, CALIFORNIA 92606
               ---------------------------------------- ---------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (949) 757-0855
                               ------------------

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
HiEnergy Technologies, Inc. ("we", "us" or the "Company") files this report on
Form 8-K to report the following:

Item 1.02 Termination of a Material Definitive Agreement

Termination of Employment Agreement

Our Employment Agreement with Dr. Bogdan C. Maglich was terminated, effective
April 18, 2006, removing him as our Chairman of the Board and Chief Scientific
Officer.

We terminated Dr. Maglich in accordance with Section 10(a) of the Employment
Agreement, which states that the Company may terminate his employment at any
time upon gross negligence or willful malfeasance by Dr. Maglich in the material
performance of his duties and responsibilities to the Company under the
Employment Agreement (a copy of which is attached as Exhibit 10.150 to this
Current Report).

On April 8, 2006, and pursuant to a resolution of our Board of Directors, we
served a Notice of Termination for Cause and Discharge Notice (the "Termination
Notice") to Dr. Bogdan C. Maglich. In our Termination Notice to Dr, Maglich, we
provided him with a ten-day period within which to cure the items identified in
the Termination Notice as grounds for termination under Section 10(a). Although
Dr. Maglich did respond to the Termination Notice through his attorney to
contest the Board's determination and to offer assurances that Dr. Maglich
would, prospectively, engage in conduct which adheres to the policies of and is
approved by our Board of Directors, we determined that the response did not
adequately cure the items which constituted grounds for his termination under
Section 10(a) and, accordingly, Dr. Maglich's termination became effective as of
April 18, 2006.

As we previously reported, on February 17, 2006 our Board of Directors removed
Dr. Maglich from his position as our Chief Executive Officer and suspended Dr.
Maglich from his duties as Chairman of the Board and Chief Scientific Officer.
Dr. Maglich continues to serve as a Director.

We have reviewed the individual items which were listed by the Termination
Notice as grounds for the termination of Dr. Maglich, and as of the date this
report we have not found anything during such review which we believe requires
an amendment to any of our previously-filed reports under the Securities
Exchange Act. However, there can be no assurance that a circumstance will not
arise which could require us to amend any prior filing, or which otherwise could
create a material and adverse effect on our business, financial condition or
operations.

Material Terms of Employment Agreement

In March 2002, Microdevices entered into the Employment Agreement with Dr.
Maglich to employ him as its Chief Scientist and Chairman of the Board. In May
2002, we assumed the Employment Agreement, which was subsequently amended in
December 2002 and July 2003. Major commitments included in the agreement, as
amended, were as follows:

-- We were required to pay an annual bonus of not less than 20% of the total
amount of bonuses paid to our officers. If the pretax profit in any fiscal year
exceeded $0.20 per share, then we were required to pay a bonus to him for that
year of not less than $50,000.
-- We were required to grant Dr. Maglich annually, during the term of the
employment agreement, stock options to exercise a number of shares of common
stock equal to the greater of (i) 1% per annum of the our common stock issued
and outstanding or (ii) 10% of the total number of options granted by us for
services in that year. In either case, the exercise price on the stock options
was equal to the average price of our traded shares for the preceding 30 days
prior to the date of the grant.

-- We were required to provide Dr. Maglich with a car, family health insurance,
life and disability insurance, and reimbursements for reasonable out-of-pocket
expenses, attorney's fees not to exceed $20,000 in any one year, and any
personal tax liabilities arising for the issuance to Dr. Maglich of Company
securities up to $75,000.

-- We were required pay Dr. Maglich a base salary in cash which ranged during
the term of the Agreement from $125,000 in 2002 to $183,012 at the time of his
termination (excluding $2,800 a month in supplemental salary he was entitled to
for the duration he served as Chief Executive Officer).

-- If the Employment Agreement was terminated by us without cause, we were
required to pay Dr. Maglich on the termination date an amount equal to two years
of his minimum annual base salary.

-- The employment agreement between Dr.Maglich would have expired on December
31, 2006, had it not been terminated earlier by us as of April 18, 2006.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

The discussion under Item 1.02 as to the departure of Dr. Maglich as an officer
of our Company is incorporated herein by reference.

8.01. Other Events.

In reviewing Dr. Maglich's Employment Agreement, we became aware that the
version originally filed with the SEC as Exhibit 10.5 to our Annual Report on
Form 10-KSB for the fiscal year ended April 20, 2002 had small differences from
the signed original document in our files. In the signed original, it is clearly
stated that Dr. Maglich was entitled to severance pay only in the event of a
termination by us "without cause." The version of the Employment Agreement
previously filed did not contain the words, "without cause", among other things.
Even though the document has been terminated, we are filing the correct version
of the Employment Agreement as Exhibit 10.150 to this Current Report.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.       Description

10.150            Employment Agreement between HiEnergy Microdevices, Inc. and
                  Dr. Bogdan C. Maglich dated March 6, 2002*
*     Corrected version of the agreement filed as Exhibit 10.5 to the
            Company's Annual Report on Form 10-KSB for the fiscal year ended
            April 20, 2002 filed with the SEC on July 29, 2002.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

HIENERGY TECHNOLOGIES, INC.

April 24, 2006                              /s/ Roger W.A. Spillmann
--------------                              ------------------------
(Date)                                      By:  Roger W.A. Spillmann,
                                            Its:  President and CEO