0001144204-08-002565.txt : 20080116 0001144204-08-002565.hdr.sgml : 20080116 20080116144700 ACCESSION NUMBER: 0001144204-08-002565 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080116 DATE AS OF CHANGE: 20080116 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80586 FILM NUMBER: 08533267 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: MIDSUMMER INVESTMENT LTD CENTRAL INDEX KEY: 0001312269 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-584-2140 MAIL ADDRESS: STREET 1: 485 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v099890_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(b), (c) AND (d)

ELECTRONIC SENSOR TECHNOLOGY, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

285835104

(CUSIP Number)

January 2, 2008

(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Page 1 of 7 Pages)

Page 2 of 7

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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 3,124,513
			6.	SHARED VOTING POWER None.
			7.	SOLE DISPOSITIVE POWER 3,124,513
			8.	SHARED DISPOSITIVE POWER None.
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,124,513
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51% (1)
12.		TYPE OF REPORTING PERSON: OO

(1) The ownership percentage of the Reporting Person is based on 56,756,098 issued and outstanding shares of Common Stock as of November 1, 2007, as stated in the Company’s Form 10-QSB for the quarterly period ended September 30, 2007 and filed with the Securities and Exchange Commission on November 9, 2007.

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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 3,124,513
		6.	SHARED VOTING POWER None.
		7.	SOLE DISPOSITIVE POWER 3,124,513
		8.	SHARED DISPOSITIVE POWER None.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,124,513

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10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51% (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 Drive 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, 38^th 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

Page 4 of 7

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.

On January 2, 2008, the Issuer issued to Midsummer 1,464,429 shares of Common Stock as an interest payment on the Debenture (defined below). As of January 2, 2008, Midsummer Investment beneficially owns an aggregate of 3,124,513 shares of Common Stock. The 3,124,513 shares of Common Stock beneficially owned by Midsummer Investment include only actual shares of Common Stock. Additionally, Midsummer Investment holds (a) a Convertible Debenture issued on December 7, 2005 in the aggregate principal amount of $4,500,000 and convertible into shares of Common Stock at an initial conversion price equal to $0.40 per share (the “Debenture”) and (b) a Common Stock Purchase Warrant issued on December 7, 2005 originally exercisable into 7,798,059 shares of Common Stock (the “Warrant”). However, the aggregate number of shares of Common Stock into which such Debenture is convertible and such Warrant is exercisable, and which Midsummer Investment has the right to acquire beneficial ownership, is limited to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned by Midsummer Investment, including the shares of Common Stock subject to this Schedule 13G, does not exceed 4.99% of the total outstanding shares of Common Stock. Accordingly, such Debenture is not currently convertible into Common Stock unless and until the actual shares of Common Stock held by any of Midsummer Investment or Midsummer Capital is less than 4.99% of the total outstanding shares of Common Stock and such Warrant is not currently exercisable into Common Stock unless and until the actual shares of Common Stock held by any of Midsummer Investment or Midsummer Capital is less than 4.99% of the total outstanding shares of Common Stock.

Midsummer Capital is the investment advisor to Midsummer Investment. By virtue of such relationship, Midsummer Capital may be deemed to have dispositive power over the shares owned by Midsummer Investment. Midsummer Capital disclaims beneficial ownership of such shares. Mr. Michel Amsalem and Mr. Scott Kaufman have delegated authority from the members of Midsummer Capital with respect to the shares of Common Stock owned by Midsummer Investment. Messrs. Amsalem and Kaufman may be deemed to share dispositive power over the shares of common stock held by Midsummer Investment. Messrs. Amsalem and Kaufman disclaim beneficial ownership of such shares of Common Stock, and neither person has any legal right to maintain such delegated authority.

Accordingly, for the purpose of this Statement:

(a)

Amount beneficially owned by Midsummer Investment: 3,124,513 shares of Common Stock of the Issuer.

(b)

Percent of Class: Midsummer Investment beneficially owns 5.51% of the Issuer’s issued and outstanding Common Stock (based on 56,756,098 issued and outstanding shares of Common Stock as of November 1, 2007, as stated in the Company’s Form 10-QSB for the quarterly period ended September 30, 2007 and filed with the Securities and Exchange Commission on November 9, 2007).

Page 5 of 7

(c)

Number of shares as to which Midsummer Investment has:

(i)

Sole power to direct the vote: 3,124,513 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: 3,124,513 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.

Page 6 of 7

SIGNATURE

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 16, 2008

	MIDSUMMER INVESTMENT, LTD.

	By: MIDSUMMER CAPITAL, LLC, its investment manager


	By:	/s/ Michel Amsalem
		Name: Michel Amsalem
		Title: President


	MIDSUMMER CAPITAL, LLC

	By:	/s/ Michel Amsalem
		Name: Michel Amsalem
		Title: President

Exhibit Index

99.1 Joint Filing Agreement

EX-99.1 2 v099890_ex99-1.htm

EXHIBIT 99.1

AGREEMENT OF JOINT FILING

THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of January, 2008, by and among Midsummer Investment, Ltd. and Midsummer Capital, LLC.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G relating to their ownership (direct or otherwise) of any securities of Electronic Sensor Technology, Inc., a Nevada corporation, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Exchange Act. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.


	MIDSUMMER INVESTMENT, LTD.

	By: MIDSUMMER CAPITAL, LLC, its investment manager

	By:	/s/ Michel Amsalem
		Name: Michel Amsalem
		Title: President


	MIDSUMMER CAPITAL, LLC

	By:	/s/ Michel Amsalem
		Name: Michel Amsalem
		Title: President