Electronic Sensor Technology, Inc - Statement of Ownership (SC 13G)
January 16 2008 - 2:47PM
Edgar (US Regulatory)
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 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.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,124,513
|
Page 3
of 7
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.
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:
|
|
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
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