UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock
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(Title of Securities)
285835 10 4
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(CUSIP Number)
ELECTRONIC SENSOR TECHNOLOGY, INC.
1077 Business Center Circle
Newbury Park, CA 91320
(805) 480-1994
Attention: Francis Chang
(Names, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 2005
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 12d-1(f) or Rule 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. Page 1 of 4 Pages
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1 Names of Reporting Persons
IRS Identification Nos. of Above Persons
FRANCIS CHANG
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_| Not Applicable
(b) |_| Not Applicable
Not Applicable
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3 SEC Use Only
4 Source of Funds SC
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
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6 Citizenship or Place of Organization California
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Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power 3,933,160
8 Shared Voting Power Not Applicable
9 Sole Dispositive Power 3,933,160
10 Shared Dispositive Power Not Applicable
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,933,160
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
Not Applicable
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13 Percent of Class Represented by Amount in Row (9) 7.2%
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14 Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock ("Common Stock") of Electronic Sensor
Technology, Inc., a Nevada corporation (the "Issuer"). The principal executive
offices of Electronic Sensor Technology, Inc. are located at 1077 Business
Center Circle, Newbury Park, California 91320.
ITEM 2. IDENTITY AND BACKGROUND.
The identity of the person filing this statement is as follows:
a. Name: Francis Chang an individual
b. Business Address: 1077 Business Center Circle Newbury Park, California
91320
c. Occupation: Mr. Chang is a Director and the Vice President, Finance and
Administration of the Issuer
d. Mr. Chang has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. Mr. Chang was not, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
f. Mr. Chang is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 1, 2005, Francis Chang, through his wholly-owned limited liability
company, 3 Springs, LLC (both Mr. Chang and 3 Springs, LLC shall be collectively
referred to as "Chang") was issued shares of common stock ("Common Stock") from
Issuer, and warrants to purchase shares of Common Stock in connection with the
mergers ("Mergers") of two wholly-owned subsidiaries of Issuer with and into L &
G Sensor Technology, Inc. and Amerasia Technology, Inc. such that Issuer.
indirectly held all limited partnership interests of Electronic Sensor
Technology, L.P., a California limited partnership ("EST LP"). In connection
with the Mergers, Chang converted 666,634 shares of Amerasia common stock into
3,081,420 shares of Issuer common stock. In addition, Chang also converted
$226,720 in principal and accrued interests from EST LP promissory notes into
226,720 shares of Issuer common stock and warrants to purchase 113,360 shares of
Issuer common stock exerciseable at $1.00 per share. The warrants may only be
exercised if the stock price is above $1.50 per share ("Warrants"). Chang also
received 287,773 shares of Common Stock and 143,887 Warrants in connection with
Amerasia's conversion of EST LP promissory notes into Issuer equity securities.
All 3,595,913 shares of Common Stock and 257,247 Warrants are held through 3
Springs LLC, a California limited liability company wholly-owned by Mr. Chang.
Mr. Chang holds in his own name options to purchase 80,000 shares of Common
Stock at $1.00 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Chang did not acquired the Issuer common stock for the purpose of acquiring
control of Issuer. Except as discussed in this Item 4, as of the filing date,
Chang has no plans or proposals that related to or that would result in any of
the actions specified in clauses (b) though (j) of Item 4 of Schedule 13D,
although it may, in the future, in connection with its review of its investment
in the Common Stock from time to time explore a variety of alternatives,
including without limitation the aforementioned actions. There is no assurance
that Chang will develop any plans or proposals with respect to any of the
foregoing actions. Any alternatives which best may pursue will depend upon a
variety of factors, including, without limitation, current and anticipated
future trading prices for the Common Stock, the financial condition, results of
operations and prospects of Issuer and general economic, financial market and
industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934,
Chang is considered the beneficial owner of a total of 3,933,160 shares of
Issuer's Common Stock, representing approximately 7.2% of all issued and
outstanding shares of Common Stock. Chang has sole voting power and sole power
to dispose of the Common Stock. Other than the Mergers, Chang has not engaged in
any transactions involving Issuer Common Stock during the past 60 days. No other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Common Stock owned by
Chang.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 23, 2005
/s/ Francis Chang
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Francis Chang