-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B0VPmfMs+is4AtX7CpUvxeW/p+ZFbt2ebqnSUDy0N/Md0xja6CLQbqRa77OR+idh 4bBGuL4VHw2bndWWfkkp2Q== 0000950127-07-000021.txt : 20070108 0000950127-07-000021.hdr.sgml : 20070108 20070108172217 ACCESSION NUMBER: 0000950127-07-000021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070108 DATE AS OF CHANGE: 20070108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Electronic Sensor Technology, Inc CENTRAL INDEX KEY: 0001122860 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80586 FILM NUMBER: 07518363 BUSINESS ADDRESS: STREET 1: 1077 BUSINESS CENTER CIRCLE CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: (805) 480-1994 MAIL ADDRESS: STREET 1: 1077 BUSINESS CENTER CIRCLE CITY: NEWBURY PARK STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: BLUESTONE VENTURES INC DATE OF NAME CHANGE: 20000826 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Staples Edward CENTRAL INDEX KEY: 0001316615 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 805-480-1994 MAIL ADDRESS: STREET 1: 1077 BUSINESS CENTER CIRCLE CITY: NEWBURY PARK STATE: CA ZIP: 91320 SC 13D 1 wfb-est_13dedwardstaples.txt SCHEDULE 13D ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ELECTRONIC SENSOR TECHNOLOGY, INC. ---------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 285835 10 4 --------------- (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 December 29, 2006 ------------------------------------------------------- (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. 285835 10 4 - ------------------------------------------------------------- 1 NAME OF REPORTING PERSON Edward Staples I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 United States NUMBER OF --------------------------------------------- SHARES 7 SOLE VOTING POWER 4,212,525(1) BENEFICIALLY --------------------------------------- OWNED BY 8 SHARED VOTING POWER 0 THE --------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 4,212,525(1) PERSON WITH --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 --------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,212,525(1) - ------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.71%(2) - ------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------- (1) Includes 100,000 shares of Electronic Sensor Technology, Inc.'s common stock, par value $0.001 per share (the "Common Stock"), underlying an option exercisable within 60 days of December 29, 2006 and 343,689 shares of Common Stock underlying warrants exercisable within 60 days of December 29, 2006. (2) This percentage is calculated based upon the total amount of outstanding shares of Common Stock beneficially owned by Dr. Staples, including shares of Common Stock that Dr. Staples has the right to acquire within 60 days pursuant to an option and warrants, 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 Dr. Staples has the right to acquire within 60 days pursuant to an option and warrants. 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 person 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 by Edward Staples, a United States citizen (Dr. Staples is sometimes referred to herein as "Reporting Person"). Dr. Staples currently serves as Chief Scientific Officer and a director of Issuer. Dr. Staples has served as a director of Issuer since January 31, 2005 and served as Chief Scientific Officer of Issuer since May 26, 2005. From February 1, 2005 through May 26, 2005, Dr. Staples served as President and Chief Executive Officer of Issuer. Dr. Staples was a co-founder of Electronic Sensor Technology, L.P. and was its managing director from February 1995 through February 2005. The address of the principal business office of Dr. Staples is c/o Electronic Sensor Technology, Inc., 1077 Business Center Circle, Newbury Park, California 91320. The Reporting Person, and to the best knowledge of the Reporting Person has not, 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; (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, Dr. Staples owned 30.21% of the outstanding shares of Amerasia Technology. Pursuant to the Agreement and Plan of Merger, Dr. Staples had the right to receive 3,081,420 shares of Bluestone common stock inexchange for his shares of Amerasia Technology and such shares were issued to Dr. Staples. 1 Prior to the Transaction, Electronic Sensor Technology, L.P. entered into Debt Conversion Agreements with holders of its outstanding debt, including Dr. Staples and Amerasia Technology. Pursuant to the Debt Conversion Agreement with Dr. Staples, Electronic Sensor Technology, L.P. agreed to convert $399,643 of debt into the right to receive 399,643 shares of Bluestone common stock and a warrant to purchase 199,822 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. Pursuant to the Debt Conversion Agreement with Amerasia Technology, Electronic Sensor Technology, L.P. agreed to convert $952,577 of debt into the right to receive 952,577 shares of Bluestone common stock and warrants to purchase 476,289 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 Dr. Staples received (i) 399,643 shares and a warrant to purchase 199,822 shares by virtue of the debt owed to Dr. Staples and (ii) 287,773 shares and a warrant to purchase 143,867 shares, which represented Dr. Staples's portion of the shares and warrants received by Amerasia Technology and distributed to its shareholders. Dr. Staples was granted an option to purchase 100,000 limited partnership interests of Electronic Sensor Technology, L.P. at $1.00 per limited partnership interest on December 31, 2003. Such option was terminated, pursuant to a Termination Agreement, in connection with the Transaction and was replaced with an option to purchase 100,000 shares of Common Stock at $1.00 per share. 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 Person 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. The Reporting Person has no 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, Dr. Staples has beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) and sole power to vote and sole dispositive power over (i) 3,768,836 shares of Common Stock, (ii) 343,689 shares of Common Stock underlying warrants and (iii) 100,000 shares of Common Stock underlying an option which, in the aggregate, represent approximately 7.71% 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 Dr. Staples, including shares of Common Stock that Dr. Staples has the right to acquire within 60 days pursuant to an option and warrants, divided by 54,173,745, plus the shares of Common Stock that Dr. Staples has the right to acquire within 60 days pursuant to an option and warrants. Beneficial and percentage ownership by each of the Reporting Persons of Common Stock, and voting power held by Dr. Staples, 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. (c) The Reporting person has not effected any transaction in the Issuer's securities in the last 60 days. (d) Not applicable. (e) Not applicable. 2 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As part of the Transaction, Dr. Staples 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 99.1 and incorporated herein by reference. (b) Termination Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Edward Staples, attached hereto as Exhibit 99.2 and incorporated herein by reference, pursuant to which all prior option agreements by and between Electronic Sensor Technology, L.P. and Edward Staples were terminated and replaced with an option to purchase shares of Bluestone. (c) Debt Conversion Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Edward Staples, attached hereto as Exhibit 99.3 and incorporated herein by reference, pursuant to which the debt owed by Electronic Sensor Technology, L.P. to Edward Staples was converted into the right to receive securities of Bluestone. (d) Debt Conversion Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Amerasia Technology, Inc., attached hereto as Exhibit 99.4 and incorporated herein by reference, pursuant to which the debt owed by Electronic Sensor Technology, L.P. to Amerasia 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 Edward Staples. Exhibit 99.1 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 99.2 Termination Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Edward Staples. Exhibit 99.3 Debt Conversion Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Edward Staples. Exhibit 99.4 Debt Conversion Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Amerasia Technology, Inc. * * * 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: January 8, 2007 /s/ Philip Yee ------------------------------------------ Name: Philip Yee Title: Attorney-in-Fact for Edward Staples INDEX TO EXHIBITS Exhibit Description - ------------ ---------------------------------------------------------------- Exhibit 24.1 Power of Attorney for Edward Staples. Exhibit 99.1 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 99.2 Termination Agreement dated January 22, 2005 between Electronic Sensor Technology, L.P. and Edward Staples. Exhibit 99.3 Debt Conversion Agreement dated January 22, 2005 between Electronic Sensor Technology, L.P. and Edward Staples. Exhibit 99.4 Debt Conversion Agreement, dated January 22, 2005, between Electronic Sensor Technology, L.P. and Amerasia Technology, Inc. EX-24.1 2 exh24-1staples.txt POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Philip Yee and Teong Lim, each of Electronic Sensor Technology, Inc. (the "Company"), signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Schedules 13D, and any amendments thereto, and cause such form(s) to be filed with the United States Securities and Exchange Commission (the "SEC"), relating to the undersigned's beneficial ownership of securities in the Company; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D with respect to the undersigned's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of Jan., 2007. /s/ Edward Staples ------------------------------------- Signature Edward Staples ------------------------------------- Print Name EX-99.2 3 exh99-2staples.txt TERMINATION AGREEMENT EXHIBIT 99.2 TERMINATION AGREEMENT This Termination Agreement ("Agreement") relates to all Unit Option Agreement(s) under the 1998 Incentive Plan for Key Employees of Electronic Sensor Technology, L.P. (the "Company") by and between the Company and Edward Staples, a key Employee in the Company ("Employee") dated as of various dates from January 1, 1999 to December 31, 2003 (collectively, "Prior Option Agreements"). Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning set forth in the Company's 1998 Incentive Plan for Key Employees (the "Plan"). RECITALS WHEREAS, Employee holds options to purchase Company Units of limited partnership interest under the Prior Option Agreements ("EST Option"); WHEREAS, Company intends to be acquired ("Acquisition") by Bluestone Ventures, Inc., a Nevada corporation whose common stock is publicly-traded on the Over-The-Counter Bulletin Board ("Acquirer"), and subsequent equity financing transaction to provide capital resources that will facilitate the Company's R&D, product commercialization, and manufacturing efforts and will provide liquidity to the company's equity holders; WHEREAS, Acquirer has conditioned the Acquisition and Financing upon the termination of Optionee's and all other Employees' options ("EST Options") to purchase units of Company limited partnership interest ("Units") and will have committed to issue an equivalent the subsequent issuance of options to purchase Acquirer common stock; WHEREAS, Employee believes that the Acquisition will provide significant indirect benefits to the Employee by improving the prospects for the Company's business and providing greater liquidity of the equity securities underlying Employee's options. AGREEMENT NOW THEREFORE, Employee and the Company do hereby agree as follows: 1. EST Option Termination. As of this date, all Prior Option Agreements are hereby terminated in their entirety and shall have no further force or effect. The Employee shall no longer have any right to purchase any Units or any other equity interest in the Company. Under this Agreement, the Employee shall have no other rights or remedies other than the right to acquire an equivalent option to purchase Acquirer common stock as set forth below in Section 2. 2. Acquirer Option Insurance. Following the closing of the Acquisition, the Company shall cause Acquirer to issue an option ("Acquirer Option") to purchase shares of Acquirer common stock ("Shares"). The exercise price per share and number of underlying Shares of the Acquirer Option will be same price as the exercise price per Unit and number of underlying Units, respectively, of the EST Option. All other terms and conditions of the Acquirer Option will be similar to the EST Option unless otherwise necessary to conform to the Acquirer Option Plan. 3. Miscellaneous. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall be governed by California law without regard to conflict of law principles. IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the day and year first written above. EMPLOYEE ELECTRONIC SENSOR TECHNOLOGY, L.P., a California limited partnership By: AMERASIA TECHNOLOGY, INC., By: /s/ Edward Staples Its: General Partner ------------------------------- [Edward Staples] By: /s/ Teong Lim --------------------------------- Teong Lim, President Date: Jan. 24, 2005 Date: Jan. 22, 2005 Number of Options: 100,000 2 EX-99.3 4 exh99-3staples.txt DEBT CONVERSION AGREEMENT EXHIBIT 99.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement ("Agreement") is dated January 22, 2005 by and between Electronic Sensor Technology, L.P., a California limited partnership (the "Company"), and the undersigned party on the signature page as a "Lender" ("Lender"). This Agreement relates to all loans, promissory notes, advances and other debt of the Company owed to Lender, included all accrued interest ("EST Debt"). RECITALS WHEREAS, Company intends to be acquired ("Acquisition") by Bluestone Ventures, Inc., a Nevada corporation whose common stock is publicly-traded on the Over-The-Counter Bulletin Board ("Acquirer"), and to close a subsequent equity financing transaction to provide capital resources that will facilitate the Company's R&D, product commercialization, and manufacturing efforts and will provide liquidity to the Company's equity holders; WHEREAS, Acquirer has conditioned the Acquisition and Financing upon the conversion of Lender's and certain other Company debt into Acquirer common stock and warrants; WHEREAS, Lender believes that the Acquisition and Financing will provide significant indirect benefits to the Lender by improving the prospects for the Company's business and providing greater liquidity of the equity securities underlying Lender's options. AGREEMENT NOW THEREFORE, Lender and the Company do hereby agree as follows: 1. Debt Amount. Lender and the Company agree that the aggregate amount of the EST Debt is set forth on the signature page. 2. Debt Conversion. As of this date, all EST Debt shall be converted into the right to receive Acquirer equity securities. Lender shall have the right to receive one "Unit" of Acquirer equity securities for every two dollars of EST Debt held by Lender. A "Unit" of Acquirer equity securities shall equal two shares of Acquirer common stock and a warrant to purchase one share of Acquirer common stock at $1.00 per share but may only be exercisable if the public trading price is at least $1.50. Following such conversion the Company shall have no liability to the Lender for any monetary payment, including without limitation any loan, promissory note or advance. In addition, the EST Debt shall then have no further force or effect and the Lender shall no longer have any right to receive any payment from the Company as a result of the EST Debt. Under this Agreement, the Lender shall have no other rights or remedies other than the right to acquire that number of "Units" of Acquirer determined in accordance with the amount of EST Debt that Lender holds. 3. Miscellaneous. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall be governed by California law without regard to conflict of law principles. IN WITNESS WHEREOF, the parties hereto have executed this Debt Conversion Agreement as of the day and year first written above. LENDER ELECTRONIC SENSOR TECHNOLOGY, L.P., a California limited partnership (If Lender is an individual): By: AMERASIA TECHNOLOGY, INC., Its: General Partner Lender Name: Edward Staples /s/ Edward Staples By: /s/ Teong Lim - ---------------------------------------- --------------------------------- (sign here) Teong Lim, President Date:Jan. 24, 2005 Date: Jan. 22, 2005 - ---------------------------------------- (If Lender is an entity, such as a corporation, partnership or LLC) Lender Name: ----------------------------- By: ------------------------------------ Name: ------------------------------------ Title: ----------------------------------- Date: ------------------------------------ AGGREGATE EST DEBT HELD BY LENDER: $399,643.00 2 EX-99.4 5 exh99-4amerasia.txt DEBT CONVERSION AGREEMENT EXHIBIT 99.4 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement ("Agreement") is dated January 22, 2005 by and between Electronic Sensor Technology, L.P., a California limited partnership (the "Company"), and the undersigned party on the signature page as a "Lender" ("Lender"). This Agreement relates to all loans, promissory notes, advances and other debt of the Company owed to Lender, included all accrued interest ("EST Debt"). RECITALS WHEREAS, Company intends to be acquired ("Acquisition") by Bluestone Ventures, Inc., a Nevada corporation whose common stock is publicly-traded on the Over-The-Counter Bulletin Board ("Acquirer"), and to close a subsequent equity financing transaction to provide capital resources that will facilitate the Company's R&D, product commercialization, and manufacturing efforts and will provide liquidity to the Company's equity holders; WHEREAS, Acquirer has conditioned the Acquisition and Financing upon the conversion of Lender's and certain other Company debt into Acquirer common stock and warrants; WHEREAS, Lender believes that the Acquisition and Financing will provide significant indirect benefits to the Lender by improving the prospects for the Company's business and providing greater liquidity of the equity securities underlying Lender's options. AGREEMENT NOW THEREFORE, Lender and the Company do hereby agree as follows: 1. Debt Amount. Lender and the Company agree that the aggregate amount of the EST Debt is set forth on the signature page. 2. Debt Conversion. As of this date, all EST Debt shall be converted into the right to receive Acquirer equity securities. Lender shall have the right to receive one "Unit" of Acquirer equity securities for every two dollars of EST Debt held by Lender. A "Unit" of Acquirer equity securities shall equal two shares of Acquirer common stock and a warrant to purchase one share of Acquirer common stock at $1.00 per share but may only be exercisable if the public trading price is at least $1.50. Following such conversion the Company shall have no liability to the Lender for any monetary payment, including without limitation any loan, promissory note or advance. In addition, the EST Debt shall then have no further force or effect and the Lender shall no longer have any right to receive any payment from the Company as a result of the EST Debt. Under this Agreement, the Lender shall have no other rights or remedies other than the right to acquire that number of "Units" of Acquirer determined in accordance with the amount of EST Debt that Lender holds. 3. Miscellaneous. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall be governed by California law without regard to conflict of law principles. IN WITNESS WHEREOF, the parties hereto have executed this Debt Conversion Agreement as of the day and year first written above. LENDER ELECTRONIC SENSOR TECHNOLOGY, L.P., a California limited partnership (If Lender is an individual): By: AMERASIA TECHNOLOGY, INC., Its: General Partner Lender Name: ---------------------------- By: /s/ Teong Lim - ---------------------------------------- --------------------------------- (sign here) Teong Lim, President Date: Date: Jan. 22, 2005 ----------------------------------- - ---------------------------------------- (If Lender is an entity, such as a corporation, partnership or LLC) Lender Name: Amerasia Technology, Inc. By: /s/ Francis Chang Name: Francis Chang Title: Vice President Date: Jan. 22, 2005 AGGREGATE EST DEBT HELD BY LENDER: $952,577.00 2 -----END PRIVACY-ENHANCED MESSAGE-----