================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ELECTRONIC SENSOR TECHNOLOGY, INC.
----------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
285835104
--------------
(CUSIP Number)
Philip Yee
Secretary, Treasurer and Chief Financial Officer
Electronic Sensor Technology, Inc.
1077 Business Center Circle
Newbury Park, California 91320
(805) 480-1994
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Neil W. Rust, Esq.
White & Case LLP
633 West Fifth Street, Suite 1900
Los Angeles, California 90071
(213) 620-7700
March 28, 2008
-------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
The remainder of this cover page shall be filled out for 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).
================================================================================
CUSIP NO. 285835104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON L&G Resources (1994), Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (1)
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 9,948,801 (2)
THE
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER 9,948,801 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 9,948,801 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.37% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
(1) L&G Resources (1994), Inc. forms part of a group with Land & General
Berhad (parent company of L&G Resources (1994), Inc.). The Board of
Directors of Land & General Berhad, which consists of nine directors,
makes the ultimate voting and investment decisions with respect to the
9,948,801 shares of Electronic Sensor Technology, Inc.'s common stock,
par value $0.001 per share (the "Common Stock") described herein.
(2) Includes 9,632,534 shares of Common Stock and 316,267 shares of Common
Stock underlying a warrant exercisable within 60 days of March 31, 2008.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by L&G Resources (1994), Inc.,
including shares of Common Stock that L&G Resources (1994), Inc. has the
right to acquire within 60 days pursuant to a warrant, divided by
155,853,385, which represents the total number of shares of Common Stock
issued and outstanding as of March 31, 2008, plus the shares of Common
Stock that L&G Resources (1994), Inc. has the right to acquire within 60
days pursuant to a warrant.
CUSIP NO. 285835104
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Land & General Berhad
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (1)
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 9,948,801 (2)
THE
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER 9,948,801 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 9,948,801 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.37% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
(1) L&G Resources (1994), Inc. forms part of a group with Land & General
Berhad (parent company of L&G Resources (1994), Inc.). The Board of
Directors of Land & General Berhad, which consists of nine directors,
makes the ultimate voting and investment decisions with respect to the
9,948,801 shares Common Stock described herein.
(2) Includes 9,632,534 shares of Common Stock and 316,267 shares of Common
Stock underlying a warrant exercisable within 60 days of March 31, 2008.
(3) This percentage is calculated based upon the total amount of outstanding
shares of Common Stock beneficially owned by L&G Resources (1994), Inc.
and Land & General Berhad, including shares of Common Stock that L&G
Resources (1994), Inc. and Land & General Berhad have the right to
acquire within 60 days pursuant to a warrant, divided by 155,853,385,
which represents the total number of shares of Common Stock issued and
outstanding as of March 31, 2008, plus the shares of Common Stock that
L&G Resources (1994), Inc. and Land & General Berhad have the right to
acquire within 60 days pursuant to a warrant.
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $0.001
per share (the "Common Stock"), of Electronic Sensor Technology, Inc., a Nevada
corporation (the "Issuer"), held by the persons identified herein. The address
of the principal executive office of the Issuer is 1077 Business Center Circle,
Newbury Park, California 91320.
Item 2. Identity and Background
This Schedule 13D is filed jointly by L&G Resources (1994), Inc., a
Delaware corporation ("L&G Resources") and Land & General Berhad, a Malaysian
corporation ("Land & General Berhad"; L&G Resources and Land & General Berhad
are each sometimes referred to herein as "Reporting Person" and are collectively
referred to herein as the "Reporting Persons"). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the "Act"), with respect to the transaction described in Item 3 of
this Schedule 13D and thus are eligible to make a joint filing under Rule
13d-1(k) promulgated under the Act. Attached hereto as Exhibit 99.1, and
incorporated herein by reference, is a Joint Filing Agreement among Reporting
Persons indicating that this statement is filed on behalf of each of such
Reporting Persons.
L&G Resources and Land & General Berhad are investment holding
companies, and Land & General Berhad has subsidiaries engaging in property
development, property management and education services in Malaysia and
Australia. The address of the principal business office of each of L&G Resources
and Land & General Berhad is 7 Persiaran Dagang, Bandar Sri Damansara, Kuala
Lumpur, Malaysia 52200.
Neither of the Reporting Persons, nor to the best knowledge of the
Reporting Persons have, during the last five (5) years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting 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.
Item 3. Source and Amount of Funds or Other Consideration
This statement is being filed to report a decrease in the beneficial
ownership of the Common Stock for each of the Reporting Persons due to the
dilution of the Common Stock beneficially owned by the Reporting Persons as a
result of the recent investment by Halfmoon Bay Capital Ltd.
The Issuer was incorporated under the laws of the state of Nevada as
Bluestone Ventures Inc. ("Bluestone") on July 12, 2000. The Issuer changed its
name to Electronic Sensor Technology, Inc. on January 26, 2005. The Reporting
Persons acquired their shares of Common Stock in connection with the acquisition
by merger of the parent companies of Electronic Sensor Technology, L.P. (the
acquisition, as more fully described below, referred to herein as the
"Transaction").
On February 1, 2005, pursuant to the terms of an Agreement and Plan of
Merger by and among the Issuer, Amerasia Technology, Inc. ("Amerasia
Technology") holder of approximately 55% of the partnership interests of
Electronic Sensor Technology, L.P., L&G Sensor Technology, Inc. ("L&G Sensor
Technology") holder of approximately 45% of the partnership interests of
Electronic Sensor Technology, L.P., Amerasia Acquisition Corp., a wholly-owned
subsidiary of the Issuer, and L&G Acquisition Corp., a wholly-owned subsidiary
of the Issuer, the Issuer acquired 100% of the outstanding equity partnership
interests of Electronic Sensor Technology, L.P. Under the Agreement and Plan of
Merger:
(i) Amerasia Technology merged with and into Amerasia Acquisition
Corp. such that it became a wholly-owned subsidiary of the
Issuer;
(ii) L&G Sensor Technology merged with and into L&G Acquisition
Corp. such that L&G Sensor Technology became a wholly-owned
subsidiary of the Issuer;
1
(iii) as a result of the mergers of (i) and (ii), the Issuer
indirectly acquired the partnership interests of Electronic
Sensor Technology, L.P.; and
(iv) The Issuer issued 20,000,000 shares of its Common Stock to the
shareholders of Amerasia Technology and L&G Sensor Technology.
Prior to the Transaction, L&G Resources was the sole shareholder of L&G
Sensor Technology. Pursuant to the Agreement and Plan of Merger, L&G Sensor
Resources had the right to receive 9,000,000 shares of Bluestone common stock in
exchange for its shares of L&G Sensor Technology and such shares were issued to
L&G Resources in the Transaction.
Prior to the Transaction, Electronic Sensor Technology, L.P. entered
into Debt Conversion Agreements with holders of its outstanding debt, including
L&G Sensor Technology. Pursuant to the Debt Conversion Agreement with L&G Sensor
Technology, Electronic Sensor Technology, L.P. agreed to convert $632,534 of
debt into the right to receive 632,534 shares of Bluestone common stock and
warrants to purchase 316,267 shares of Bluestone common stock at $1.00 per
share, exercisable only if the trading price of such stock is at least $1.50 per
share. Following the Transaction, the Issuer issued such common stock and
warrants to the former debtholders of Electronic Sensor Technology, L.P., of
which L&G Resources received (i) 632,534 shares of Common Stock and (ii) and a
warrant to purchase 316,267 shares of Common Stock, which L&G Sensor Technology
distributed to L&G Resources as its sole shareholder.
The summary descriptions contained in this Schedule 13D of the
Agreement and Plan of Merger and other related agreements and documents do not
purport to be complete and are qualified in their entirety by reference to the
complete texts of such agreements and documents listed in Item 6 and
incorporated herein by reference.
Item 4. Purpose of Transaction
The Reporting Persons engaged in the Transaction (as described in
Item 3 above) based on the belief that the transaction would, among other
things, (a) provide the Issuer's business with increased access to capital,
(b) enhance the competitive position of the Issuer's business and (c) allow the
Issuer's business to expand its research and development, product
commercialization and manufacturing efforts.
None of the Reporting Persons have any plans or proposals of the types
set forth in clauses (a) through (j), inclusive, of the instructions to Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a), (b) There were 155,853,385 shares of Common Stock issued and
outstanding and no shares of preferred stock issued and outstanding as of the
close of business on March 31, 2008. Each shareholder is entitled to one vote
for each share of Common Stock on all matters submitted to a shareholder vote.
As of the date hereof, L&G Resources has beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) and shared power to vote and
shared dispositive power over 9,632,534 shares of Common Stock and 316,267
shares of Common Stock underlying a warrant, which in the aggregate represent
approximately 6.37% of the shares of Common Stock deemed to be issued and
outstanding as of March 31, 2008, taking into account the total amount of
outstanding shares of Common Stock beneficially owned by L&G Resources,
including shares of Common Stock that L&G Resources has the right to acquire
within 60 days pursuant to a warrant, divided by 155,853,385, plus the shares of
Common Stock that L&G Resources has the right to acquire within 60 days pursuant
to a warrant. Beneficial and percentage ownership by each of the Reporting
Persons of Common Stock, and voting power held by each Reporting Person,
reported in this Item 5 is based on the foregoing and is limited to the number
of shares of Common Stock such Reporting Person may acquire within 60 days of
March 31, 2008.
Land & General Berhad, as parent company of L&G Resources, beneficially
owns 9,632,534 shares of Common Stock and 316,267 shares of Common Stock
underlying a warrant exercisable within 60 days of March 31, 2008, which in the
aggregate, represent approximately 6.37% of the Common Stock deemed issued and
outstanding as of March 31, 2008. Land & General Berhad and L&G Resources share
voting and dispositive power
2
with respect to the 9,632,534 shares of Common Stock and 316,267 shares of
Common Stock underlying the warrant and exercisable within 60 days of March 31,
2008. The Board of Directors of Land & General Berhad makes the ultimate voting
and investment decisions with respect to the 9,948,801 shares of Common Stock.
(c) None of the Reporting Persons has effected any transaction in the
Issuer's securities in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Land & General Berhad is the parent company of L&G Resources.
As part of the Transaction, L&G Resources entered into or approved the
following agreements:
(a) Agreement and Plan of Merger, dated as of January 31, 2005, by and
among Bluestone Ventures Inc., Amerasia Acquisition Corp., L&G Acquisition
Corp., Amerasia Technology Inc., and L&G Sensor Technology, Inc. (the form of
which is incorporated herein by reference from Exhibit 99.2 of Schedule 13D
filed on January 8, 2007).
(b) Debt Conversion Agreement, dated January 22, 2005, between
Electronic Sensor Technology, L.P. and L&G Sensor Technology, Inc. (incorporated
herein by reference from Exhibit 99.4 of Schedule 13D filed on January 8, 2007),
pursuant to which the debt owed by Electronic Sensor Technology, L.P. to L&G
Sensor Technology was converted into the right to receive securities of
Bluestone.
Item 7. Material to be Filed as Exhibits
Exhibit 24.1 Power of Attorney for L&G Resources (1994), Inc. (incorporated
by reference from Exhibit 24.1 of Schedule 13D filed January
8, 2007).
Exhibit 24.2 Power of Attorney for Land & General Berhad (incorporated by
reference from Exhibit 24.2 of Schedule 13D filed January 8,
2007).
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as
of April 7, 2008.
Exhibit 99.2 Form of Agreement and Plan of Merger, dated as of January 31,
2005, by and among Bluestone Ventures Inc., Amerasia
Acquisition Corp., L&G Acquisition Corp., Amerasia Technology
Inc., and L&G Sensor Technology, Inc. (incorporated by
reference from Exhibit 99.2 of Schedule 13D filed
January 8, 2007).
Exhibit 99.3 Debt Conversion Agreement, dated January 22, 2005, between
Electronic Sensor Technology, L.P. and L&G Sensor Technology,
Inc. (incorporated by reference from Exhibit 99.3 of Schedule
13D filed January 8, 2007).
* * *
3
SIGNATURES
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.
Date: April 7, 2008 LAND & GENERAL BERHAD
/s/ Philip Yee
--------------------------
Name: Philip Yee
Title: Attorney-in-Fact
Date: April 7, 2008 L&G RESOURCES (1994), INC.
/s/ Philip Yee
--------------------------
Name: Philip Yee
Title: Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Description
------------ --------------------------------------------------------------
Exhibit 24.1 Power of Attorney for L&G Resources (1994), Inc. (incorporated
by reference from Exhibit 24.1 of Schedule 13D filed January
8, 2007).
Exhibit 24.2 Power of Attorney for Land & General Berhad (incorporated by
reference from Exhibit 24.2 of Schedule 13D filed January 8,
2007).
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as
of April 7, 2008.
Exhibit 99.2 Form of Agreement and Plan of Merger, dated as of January 31,
2005, by and among Bluestone Ventures Inc., Amerasia
Acquisition Corp., L&G Acquisition Corp., Amerasia Technology
Inc., and L&G Sensor Technology, Inc. (incorporated by
reference from Exhibit 99.2 of Schedule 13D filed
January 8, 2007).
Exhibit 99.3 Debt Conversion Agreement, dated January 22, 2005, between
Electronic Sensor Technology, L.P. and L&G Sensor Technology,
Inc. (incorporated by reference from Exhibit 99.3 of Schedule
13D filed January 8, 2007).