================================================================================
SEC FILE NUMBER
000-51859
CUSIP NUMBER
285835104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2008
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
___________________________________________________
PART I - REGISTRANT INFORMATION
Electronic Sensor Technology, Inc.
----------------------------------
Full Name of Registrant
1077 Business Center Circle
---------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Newbury Park, California 91320
------------------------------
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
[X] following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Electronic Sensor Technology, Inc. (the "company") has been unable to complete
the preparation and assimilation of information required for its annual report
on Form 10-K for the period ended December 31, 2008 by the prescribed due date
therefor without unreasonable effort and expense due to the timing of certain
events and transactions and the unavailability of certain information related
thereto that may materially affect the disclosure to be contained in the annual
report. Electronic Sensor Technology, Inc. expects to file its annual report on
Form 10-K by the fifteenth calendar day following the required filing date, as
permitted by Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Philip Yee (805) 480-1994
---------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed ? If answer is no, identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? Yes [X] No [ ]
___________________________________________________
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
For the fiscal year ended December 31, 2008, Electronic Sensor
Technology, Inc. anticipates that the annual report will reflect a net
loss of approximately $1.301 million as compared to a net loss of
$4.375 million for the fiscal year ended December 31, 2007.
The company expects to report a decrease in revenues of approximately
22% for 2008 as compared to 2007. The expected decrease in revenues is
predicted to result from a significant drop in business from the
company's Chinese distributor in the first two quarters of 2008.
Although business from this customer increased in the second half of
2008, it was not enough to offset the drop in business during the
first two quarters of 2008.
Consistent with the decrease in revenues, the company anticipates that
the cost of sales will be approximately 23% lower in 2008 as compared
to 2007. As a percentage of revenues, cost of sales are expected to be
60% and 62% for 2008 and 2007, respectively. Cost of sales continue to
be negatively impacted by manufacturing variances resulting from a
slow down in production to reflect lower sales activities and to
work-off existing inventory.
Costs related to operating expenses, including research and
development, selling expenses, compensation expenses and general and
administrative expenses are expected to be lower for 2008 as compared
to 2007. The company also expects to report a gain of approximately
$1.261 million from extinguishment of debt resulting from the early
retirement of 8% convertible debentures, as more fully described in
the company's
quarterly report on Form 10-Q for the quarterly period ended September
30, 2008 filed with the U.S. Securities and Exchange Commission on
November 3, 2008.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Notification of Late Filing on Form 12b-25
with respect to future expectations or future financial or business
performance of the company are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may contain the words "believe,"
"anticipate," "expect," "predict," "estimate," "project," "will be,"
"will continue," "will likely result," or other similar words and
phrases.
Risks and uncertainties exist that may cause results to differ
materially from those set forth in these forward-looking statements.
Factors that could cause the anticipated results to differ from those
described in the forward-looking statements include: risks related to
changes in technology, the company's dependence on key personnel, the
company's ability to protect its intellectual property rights,
emergence of future competitors, changes in the company's largest
customer's business and government regulation of homeland security
companies. The forward-looking statements speak only as of the date
they are made. The company does not undertake to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements are made.
================================================================================
Electronic Sensor Technology, Inc.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2009 By: /s/ Philip Yee
------------------------------------
Philip Yee, Secretary, Treasurer and
Chief Financial Officer