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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELECTRONIC SENSOR TECHNOLOGY, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
285835 10 4
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(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
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(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
December 29, 2006
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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 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).
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CUSIP No. 285835 10 4
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1 NAME OF REPORTING PERSON L&G Resources (1994), Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [X](1)
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF ------------------------------------
SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY ------------------------------
OWNED BY 8 SHARED VOTING POWER 9,948,801(2)
THE ------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ------------------------------
10 SHARED DISPOSITIVE POWER 9,948,801(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 9,948,801(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 18.26%(3)
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14 TYPE OF REPORTING PERSON CO
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(1) L&G Resources (1994), Inc. forms part of a group with Land & General Berhad
(parent company of L&G Resources (1994), Inc.). Mike Krishnan may be
deemed to be a part of such group by virtue of his position as President of
L&G Resources (1994), Inc. and Managing Director of Land & General Berhad.
Mr. Krishnan expressly disclaims beneficial ownership and membership in a
"group" as defined in section 13(d) of the Act, as Mr. Krishnan is one of
six directors on the Board of Directors of Land & General Berhad and the
Board of Directors of Land & General Berhad 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 December 29, 2006.
(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
54,173,745, which represents the total number of shares of Common Stock
issued and outstanding as of December 29, 2006, 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. 285835 10 4
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1 NAME OF REPORTING PERSON Land & General Berhad
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X](1)
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia
NUMBER OF ----------------------------------------
SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY ----------------------------------
OWNED BY 8 SHARED VOTING POWER 9,948,801(2)
THE ----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ----------------------------------
10 SHARED DISPOSITIVE POWER 9,948,801(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 9,948,801(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.26%(3)
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14 TYPE OF REPORTING PERSON CO
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(1) Land & General Berhad forms part of a group with L&G Resources (1994), Inc.
(a subsidiary of Land & General Berhad). Mike Krishnan may be deemed to
be a part of such group by virtue of his position as President of L&G
Resources (1994), Inc. and Managing Director of Land & General Berhad. Mr.
Krishnan expressly disclaims beneficial ownership and membership in a
"group" as defined in section 13(d) of the Act, as Mr. Krishnan is one of
six directors on the Board of Directors of Land & General Berhad and 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
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 December 29, 2006.
(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 54,173,745, which represents the
total number of shares of Common Stock issued and outstanding as of
December 29, 2006, 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.
CUSIP No. 285835 10 4
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1 NAME OF REPORTING PERSON Mike Krishnan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X](1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Malaysia
NUMBER OF ------------------------------------------------
SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY ------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0(1)
THE ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH ------------------------------------------
10 SHARED DISPOSITIVE POWER 0(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE
REPORTING PERSON 0(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X](1)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
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14 TYPE OF REPORTING PERSON IN
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(1) Beneficial ownership of the shares of Common Stock referred to herein is
being reported solely because Mr. Krishnan may be deemed to have beneficial
ownership of such shares as a result of Mr. Krishnan's position as Managing
Director of Land & General Berhad and President of L&G Resources (1994),
Inc., a wholly owned subsidiary of Land & General Berhad. Mr. Krishnan is
one of six directors on the Board of Directors of Land & General Berhad and
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. Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Mr. Krishnan that he
is the beneficial owner of any of the Common Stock referred to herein for
purposes of Section 13(d) of the Act, or for any other purpose, and such
beneficial ownership is expressly disclaimed. In addition, Mr. Krishnan
expressly disclaims membership in a "group," as defined in Section 13(d) of
the Act.
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 ("Issuer"), held by the persons identified herein. The address of
the principal executive office of 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"), Land & General Berhad, a Malaysian
corporation ("Land & General Berhad") and Mike Krishnan, a Malaysian citizen
(L&G Resources, Land & General Berhad and Mr. Krishnan 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.
Mr. Krishnan's principal occupation is Managing Director of Land & General
Berhad, which is listed on the Bursa Malaysia. Mr. Krishnan currently serves as
a director of Issuer. Mr. Krishnan has served as a director of Issuer since
February 21, 2005. Mr. Krishnan has been President of L&G Resources since August
2003. He has served as Managing Director of Land & General Berhad since
September 2001. Mr. Krishnan also served as the executive director of Antah
Holdings Berhad from April 1990 to October 2000. Mr. Krishnan does not serve as
a director of any other publicly reporting company in the United States.
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, Land &
General Berhad and Mr. Krishnan is 7 Persiaran Dagang, Bandar Sri Damansara,
Kuala Lumpur, Malaysia 52200.
None 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
Issuer was incorporated under the laws of the state of Nevada as Bluestone
Ventures Inc. ("Bluestone") on July 12, 2000. Issuer changed its name to
Electronic Sensor Technology, Inc. on January 26, 2005 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 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
Issuer, and L&G Acquisition Corp., a wholly-owned subsidiary of Issuer, 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 Issuer;
1
(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
Issuer;
(iii) as a result of the mergers of (i) and (ii), Issuer indirectly
acquired the partnership interests of Electronic Sensor Technology,
L.P.; and
(iv) 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, 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 54,173,745 shares of Common Stock issued and
outstanding and no shares of preferred stock issued and outstanding as of the
close of business on December 29, 2006. 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 18.26% of the shares of Common Stock deemed to be issued and
outstanding as of December 29, 2006, 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 54,173,745, 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
December 29, 2006.
2
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 December 29, 2006, which in
the aggregate, represent approximately 18.26% of the Common Stock deemed issued
and outstanding as of December 29, 2006. Land & General Berhad and L&G Resources
share voting and dispositive power 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 December 29, 2006. 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.
Beneficial ownership of the shares of Common Stock referred to herein is
being reported by Mr. Krishnan solely because Mr. Krishnan may be deemed to have
beneficial ownership of such shares as a result of Mr. Krishnan's position as
Managing Director of Land & General Berhad and President of L&G Resources, which
is a wholly owned subsidiary of Land & General Berhad. Mr. Krishnan is one of
six directors on the Board of Directors of Land & General Berhad and 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. Neither the
filing of this statement on Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Mr. Krishnan that he is the beneficial owner of
any of the Common Stock referred to herein for purposes of Section 13(d) of the
Act, or for any other purpose, and such beneficial ownership is expressly
disclaimed. In addition, Mr. Krishnan expressly disclaims membership in a
"group," as defined in Section 13(d) of the Act.
(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
Mr. Krishnan serves as the President of L&G Resources and the Managing
Director of Land & General Berhad, which 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. (incorporated
by reference from Exhibit 10.1 of Issuer's Form 8-K filed on February 7, 2005),
the form of which is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
(b) Debt Conversion Agreement, dated January 22, 2005, between Electronic
Sensor Technology, L.P. and L&G Sensor Technology, Inc., attached hereto as
Exhibit 99.3 and incorporated herein by reference, 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.
Exhibit 24.2 Power of Attorney for Land & General Berhad.
Exhibit 24.3 Power of Attorney for Mike Krishnan.
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as of
January 8, 2007.
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.,
3
and L&G Sensor Technology, Inc. (incorporated by reference from
Exhibit 10.1 of Issuer's Form 8-K filed on February 7, 2005).
Exhibit 99.3 Debt Conversion Agreement, dated January 22, 2005, between
Electronic Sensor Technology, L.P. and L&G Sensor Technology,
Inc.
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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: January 8, 2007 LAND & GENERAL BERHAD
/s/ Philip Yee
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Name: Philip Yee
Title: Attorney-in-Fact
Date: January 8, 2007 L&G RESOURCES (1994), INC.
/s/ Philip Yee
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Name: Philip Yee
Title: Attorney-in-Fact
/s/ Philip Yee
Date: January 8, 2007 -----------------------------------------
Name: Philip Yee
Title: Attorney-in-Fact for Mike Krishnan
INDEX TO EXHIBITS
Exhibit Description
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Exhibit 24.1 Power of Attorney for L&G Resources (1994), Inc.
Exhibit 24.2 Power of Attorney for Land & General Berhad.
Exhibit 24.3 Power of Attorney for Mike Krishnan.
Exhibit 99.1 Joint Filing Agreement among the Reporting Persons, dated as of
January 8, 2007.
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 10.1 of Issuer's Form 8-K filed on February 7, 2005).
Exhibit 99.3 Debt Conversion Agreement, dated January 22, 2005, between
Electronic Sensor Technology, L.P. and L&G Sensor Technology,
Inc.