1
|
NAME
OF REPORTING PERSON
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Midsummer
Investment, Ltd.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
||
(b)
x
|
||
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
Bermuda
|
5
|
SOLE
VOTING POWER
|
|
13,540,557
|
||
Number
of
|
6
|
SHARED
VOTING POWER
|
Shares
|
||
Beneficially
|
None.
|
|
Owned
by
|
7
|
SOLE
DISPOSITIVE POWER
|
Each
Reporting
|
||
Person
With
|
13,540,557
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
None.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
13,540,557
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
|
CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.36%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON: OO
|
|
1
|
NAME
OF REPORTING PERSON
|
|
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||
Midsummer
Capital, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
||
(b)
x
|
||
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
Bermuda
|
5
|
SOLE
VOTING POWER
|
|
13,540,557
|
||
Number
of
|
6
|
SHARED
VOTING POWER
|
Shares
|
||
Beneficially
|
None.
|
|
Owned
by
|
7
|
SOLE
DISPOSITIVE POWER
|
Each
Reporting
|
||
Person
With
|
13,540,557
|
|
8
|
SHARED
DISPOSITIVE POWER
|
|
None.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
13,540,557
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
|
|
CERTAIN
SHARES
|
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.36%
(1)
|
||
12
|
TYPE
OF REPORTING PERSON: OO
|
|
Item
1(a).
|
Name
of Issuer.
|
Electronic
Sensor Technology, Inc. (the “Issuer”)
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices.
|
1077
Business Center Circle
Newbury
Park, California 91320
|
|
Item
2(a).
|
Names
of Persons Filing.
|
Midsummer
Investment, Ltd. (“Midsummer
Investment”)
Midsummer
Capital, LLC (“Midsummer
Capital”)
|
Item
2(b).
|
Address
of Principal Business Office, or if none, Residence.
|
As
to Midsummer Investment:
Midsummer
Investment, Ltd
c/o
Midsummer Capital, LLC
295
Madison Avenue, 38th
Floor
New
York, New York 10017
|
|
As
to Midsummer Capital:
295
Madison Avenue, 38th Floor
New
York, NY 10017
|
|
Item
2(c).
|
Citizenship.
|
As
to Midsummer Investment: Bermuda
As
to Midsummer Capital: New
York
|
|
Item
2(d).
|
Title
of Class of Securities.
|
Common
stock, par value $0.001 per share (the “Common Stock”)
|
|
Item
2(e).
|
CUSIP
Number.
|
285835104
|
|
Item
3.
|
If
this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a:
|
Not
applicable.
|
|
Item
4.
|
Ownership.
|
|
Accordingly,
for the purpose of this Statement:
|
(a)
|
(b)
|
Percent
of Class: Midsummer Investment beneficially owns 8.36% of the Issuer’s
issued and outstanding Common Stock (based on (a) 155,853,385 shares of
Common Stock issued and outstanding as of May 6, 2009, as stated in the
Company’s Form 10-Q for the quarter ended March 31, 2009 and filed with
the Securities and Exchange Commission on May 14, 2009 and (b) 3,889,030
shares of Common Stock issued to Midsummer Investment and 2,166,128 shares
of Common Stock issued to Islandia L.P. pursuant to a Letter Agreement
dated June 29, 2009 by and among such investors and the Company, as filed
with the Securities and Exchange Commission on July 2, 2009 as Exhibit
10.1 to the Form 8-K).
|
(c)
|
Number
of shares as to which Midsummer Investment
has:
|
(i)
|
Sole
power to direct the vote: 13,540,557 shares of
Common Stock of the Issuer.
|
(ii)
|
Shared
power to vote or to direct the vote:
None.
|
(iii)
|
Sole
power to dispose or direct the disposition of the Common Stock: 13,540,557 shares of
Common Stock of the Issuer.
|
(iv)
|
Shared
power to dispose or direct the disposition of the Common Stock:
None.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
applicable.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
|
Not
applicable.
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
|
|
Item
10.
|
Certification.
|
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction which could have
that purpose or effect.
|
Date: July
6, 2009
|
|||
MIDSUMMER
INVESTMENT, LTD.
|
|||
By: | MIDSUMMER CAPITAL, LLC, its investment manager | ||
By:
|
/s/ Michel A. Amsalem | ||
Name: Michel A. Amsalem | |||
Title: President | |||
MIDSUMMER
CAPITAL, LLC
|
|||
By:
|
/s/ Michel A. Amsalem | ||
Name: Michel A. Amsalem | |||
Title: President | |||