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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-KSB/A
[X] AMENDMENT NO. 2 TO ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the fiscal year ended DECEMBER 31, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-87224
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Name of small business issuer in its charter)
NEVADA 98-0372780
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1077 BUSINESS CENTER CIRCLE,
NEWBURY PARK, CALIFORNIA 91320
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(Address of principal executive (Zip Code)
offices)
Issuer's telephone number (805) 480-1994
Securities registered under Section 12(b)
of the Exchange Act:
Title of each class Name of each exchange on which
registered
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None. N/A
Securities registered under Section 12(g) of the Exchange Act:
None.
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(Title of class)
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [X](*)
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X](*)
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X](**)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $2,122,349
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $7,768,164 as of
September 7, 2006
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 54,173,745 shares of
common stock as of September 7, 2006
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part *, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990). N/A
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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(*) We were not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act during the past 12 months because (i) our registered
common stock was registered under the Securities Act during such period and was
not registered under the Exchange Act, (ii) we did not have any registration
statement that became effective during such period and (iii) we had less than
300 shareholders of record throughout such period. Although we were not required
to do so, we voluntarily filed such reports with the Securities and Exchange
Commission during such period. We are in the process of amending our
registration statement on Form SB-2, for which an amendment most recently has
been filed on or about the date of this Amendment No. 2. Once that registration
statement is declared effective, we will be required to file annual, quarterly
and periodic reports with the Securities and Exchange Commission during the
fiscal year in which such registration statement is declared effective.
(**) We did not have any equity securities registered pursuant to Section 12 of
the Exchange Act during the fiscal year ended December 31, 2005. As such, our
directors, officers and beneficial owners of more than 10 percent of any class
of equity securities were not required to comply with Section 16(a) of the
Exchange Act. Accordingly, disclosure of delinquent filers in response to Item
405 of Regulation S-B is inapplicable.
EXPLANATORY NOTE
We are filing this amended annual report on Form 10-KSB/A for the
fiscal year ended December 31, 2005 to amend certain certifications included in
Amendment No. 1 to our annual report on Form 10-KSB/A for the fiscal year ended
December 31, 2005. We have also amended the cover page in order to correct and
clarify certain disclosures contained therein.
The following Items of this annual report on Form 10-KSB/A for the fiscal
year ended December 31, 2005 are amended and restated herein:
Cover Page:
o Disclosure relating to the requirement to file annual, quarterly and
periodic reports with the Securities and Exchange Commission
during the fiscal year in which our registration statement on Form SB-2
is declared effective.
Exhibits:
o Exhibits 31.1 and 31.2--amended and restated certifications from our
President and Chief Executive Officer and Treasurer and Vice President
of Finance and Administration, as required by Section 302 of the
Sarbanes-Oxley Act of 2002.
The remaining Items are unaffected by the aforementioned restatements, have
not been updated from the disclosure originally contained in our annual report
on Form 10-KSB for the fiscal year ended December 31, 2005 filed with the
Securities and Exchange Commission on March 24, 2006 and are not reproduced in
this Form 10-KSB/A. This amended annual report on Form 10-KSB/A for the fiscal
year ended December 31, 2005 does not reflect events occurring after the filing
of the annual report on Form 10-KSB filed with the Commission on March 24, 2006,
nor does it modify or update the disclosures contained in the annual report on
Form 10-KSB filed with the Commission on March 24, 2006, other than as described
above.
1
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Incorporation of Electronic Sensor Technology, as
amended (incorporated by reference from Exhibit 3.1 of the
registration statement on Form SB-2 filed on January 6, 2006).
4.1 Description of our common stock in Article Fourth of the Amendment
to Electronic Sensor Technology's Articles of Incorporation dated
January 25, 2005 (incorporated by reference from Exhibit 3.1
hereto).
4.2 Description of rights of shareholders of Electronic Sensor
Technology in Article I and Article IX of Electronic Sensor
Technology's Amended and Restated Bylaws (incorporated by reference
from Exhibit 3.1 of the quarterly report on Form 10-QSB filed on
August 16, 2006).
10.1 Term Sheet dated December 2, 2004 between Bluestone Ventures Inc.
and Electronic Sensor Technology, L.P. (incorporated by reference
from Exhibit 10.1 of the current report on Form 8-K filed on
January 10, 2005).
10.2 Agreement and Plan of Merger dated as of January 31, 2005, by and
among Bluestone Ventures Inc., Amerasia Technology, Inc., L&G Sensor
Technology, Inc., Amerasia Acquisition Corp. and L&G Acquisition
Corp. (incorporated by reference from Exhibit 10.1 of the current
report on Form 8-K filed on February 7, 2005).
10.3 Form of Subscription Agreement between Bluestone Ventures Inc. and
each investor on the signature page thereto (incorporated by
reference from Exhibit 10.2 of the current report on Form 8-K filed
on February 7, 2005).
10.4 Electronic Sensor Technology, Inc. 2005 Stock Incentive Plan
(incorporated by reference from Exhibit 10.1 of the annual report on
Form 10-KSB filed on April 15, 2005).
10.5 Form of Stock Option Agreement (incorporated by reference from
Exhibit 10.2 of the annual report on Form 10-KSB filed on April 15,
2005).
10.6 Business Loan Agreement dated March 11, 2005, between Electronic
Sensor Technology, Inc. and East West Bank (incorporated by
reference from Exhibit 10.4 of the annual report on Form 10-KSB
filed on April 15, 2005).
10.7 Commercial Security Agreement dated March 11, 2005, between
Electronic Sensor Technology, Inc. and East West Bank (incorporated
by reference from Exhibit 10.5 of the annual report on Form 10-KSB
filed on April 15, 2005).
10.8 Letter agreement dated as of May 16, 2005, by and between Electronic
Sensor Technology, Inc.and Matthew Collier (incorporated by
reference from Exhibit 10.1 of the current report on Form 8-K/A
filed on October 6, 2005).
10.9 Letter agreement dated as of October 3, 2005, between Electronic
Sensor Technology, Inc. and James Frey (incorporated by reference
from Exhibit 10.1 of the current report on Form 8-K filed on
October 7, 2005).
10.10 Letter agreement dated as of February 21, 2005, between Electronic
Sensor Technology, Inc. and James Frey (incorporated by reference
from Exhibit 10.2 of the current report on Form 8-K filed on
October 7, 2005).
10.11 Addendum dated as of April 1, 2005 to the letter agreement dated
February 21, 2005, between Electronic Sensor Technology, Inc. and
James Frey (incorporated by reference from Exhibit 10.3 of the
current report on Form 8-K filed on October 7, 2005).
10.12 International Distributorship Agreement dated August 2005, between
Electronic Sensor Technology, Inc. and Beijing R&D Technology Co.,
Ltd. (incorporated by reference from Exhibit
10.12 of the amended registration statement on Form SB-2/A filed on
February 15, 2006).
10.13 International Distributorship Agreement dated October 21, 2005,
between Electronic Sensor Technology, Inc. and TechMondial, Ltd.
(incorporated by reference from Exhibit 10.13 of the amended
registration statement on Form SB-2/A filed on February 15, 2006).
10.14 Form of Securities Purchase Agreement dated as of December 7, 2005,
among Electronic Sensor Technology, Inc., Midsummer Investment, Ltd.
and Islandia, L.P. (incorporated by reference from Exhibit 10.1
of the current report on Form 8-K filed on December 8, 2005).
10.15 Form of Registration Rights Agreement dated as of December 7, 2005,
among Electronic Sensor Technology, Inc., Midsummer Investment, Ltd.
and Islandia, L.P. (incorporated by reference from Exhibit 10.2 of
the current report on Form 8-K filed on December 8, 2005).
10.16 Settlement Agreement, Mutual Release and Amendment of Option
Agreement, effective as of January 25, 2006, between Electronic
Sensor Technology, Inc. and Matthew S. Collier (incorporated by
reference from Exhibit 10.1 of the current report on Form 8-K filed
on January 31, 2006).
10.17 Forbearance and Amendment Agreement dated as of September 7, 2006,
among Electronic Sensor Technology, Inc., Midsummer Investment, Ltd.
and Islandia L.P. (incorporated by reference from Exhibit 10.1 of
the current report on Form 8-K filed on September 8, 2006).
14.1 Code of Ethics (incorporated by reference from Exhibit 14 of the
annual report on Form 10-KSB for the fiscal year ended December 31,
2004 filed on April 15, 2005).
21.1 Subsidiaries of Electronic Sensor Technology (incorporated by
reference from Exhibit 21.1 of the registration statement on
Form SB-2 filed on January 6, 2006).
24.1 Power of Attorney.(*)
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act.
31.2 Certification of Principal Financial and Accounting Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act.
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act.(*)
32.2 Certification of Principal Financial and Accounting Officer Pursuant
to Section 906 of the Sarbanes-Oxley.(*)
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(*) Previously filed.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ELECTRONIC SENSOR TECHNOLOGY, INC.
Date: October 19, 2006 By: /s/ Teong C. Lim
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Teong C. Lim
President and Chief Executive Officer
(Principal Executive Officer)
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Date: October 19, 2006 By: /s/ Teong C. Lim
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Teong C. Lim
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 19, 2006 By: /s/ Francis Chang
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Francis Chang
Secretary, Treasurer and
Vice President of Finance and
Administration
(Principal Financial Officer and
Principal Accounting Officer)
By:
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James Frey, Chairman
Date: October 19, 2006 By: *
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Francis Chang, Director
Date: October 19, 2006 By: *
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Teong C. Lim, Director
Date: October 19, 2006 By: *
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Edward Staples, Director
Date: October 19, 2006 By: *
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Mike Krishnan, Director
Date: October 19, 2006 By: *
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James Wilburn, Director
Date: October 19, 2006 By: /s/ Michel Amsalem
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Michel Amsalem, Director
Date: October 19, 2006 By: /s/ Lewis Larson
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Lewis Larson, Director
*By: /s/ Francis Chang
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Francis Chang
Attorney-in-Fact