ESNR Electronic Sensor Technology Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Nevada 000-51859 98-0372780
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Grant of Stock Options

On November 24, 2008 (the "Effective Date"), Low Gay Teck and Thomas Dudley were each granted an option to acquire 1,000,000 shares of common stock of Electronic Sensor Technology, Inc. (the "Registrant"), par value $0.001 per share, at an exercise price of $.02 per share (which was the closing price of the Registrant's common stock on the Effective Date), the option to acquire 500,000 of which were granted to each of Mr. Low and Dr. Dudley under the Registrant's 2005 Stock Incentive Plan. The option shares granted to each of Mr. Low and Dr. Dudley will vest as follows: 250,000 will vest on November 24, 2009, 250,000 will vest on November 24, 2010, 250,000 will vest on November 24, 2011 and 250,000 will vest on November 24, 2012. The option grants were evidenced by Notices of Grant of Stock Option and Option Agreements substantially in the form attached as Exhibit 10.2 to the annual report of the Registrant on Form 10-KSB for the fiscal year ended December 31, 2004 filed with the Commission on April 15, 2005.

Item 5.02 Departure of Directors; Election of Directors.

Election and Resignation of Directors

On the Effective Date, the board of directors of the Registrant accepted the resignation of James Wilburn as a director of the Registrant and as chairman of the Registrant's Audit Committee and Compensation Committee, effective as of the Effective Date.

On the Effective Date, the board of directors of the Registrant also elected Thomas Dudley as a director of the Registrant, effective as of the Effective Date, to fill the vacancy created by the departure of Mr. Wilburn. Dr. Dudley was also designated as chairman of the Registrant's Audit Committee and Compensation Committee, effective as of the Effective Date. Dr. Dudley is currently a Professor of Decision Sciences at the Pepperdine University, Graziadio School of Business and Management, and has been with Pepperdine's School of Business and Management for 35 years. Dr. Dudley's field of expertise is the application of quantitative methods to business and management problems. Dr. Dudley has consulted in major industries such as aerospace, health care, automotive, food products, computers and non-profit organizations as well as Indian Tribes in Montana and Arizona. He has been involved with a number of start-up companies as participant and advisor. Prior to beginning his Pepperdine tenure, Dr. Dudley was assistant to the president of Channing Financial Corporation, the first director of the computer facility, Graduate School of Business, University of Southern California, operations analyst at Capitol Records, Inc., and a management engineer at Convair Division of General Dynamics Corporation. Dr. Dudley has served on various boards of directors of public and private companies. He served for 10 years on the board of SpaceLabs Medical, Inc., where he was chairman of the audit committee and a member of the compensation and executive committees. He also served on the boards of Recording for the Blind and Dyslexic, Los Angeles unit, America-China Association for Science, and Technology Exchange. He presently serves on the board of Auto Graphics, Inc.

Dr. Dudley has not been a party to or had a direct or indirect material interest in any transaction, proposed transaction or series of transactions in which the Registrant was, is to be or was to have been a party since the beginning of the Registrant's last fiscal year involving an amount in excess of $120,000 or one percent of the average of the Registrant's total assets at year-end for the last three completed fiscal years.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ELECTRONIC SENSOR TECHNOLOGY, INC.

Date: December 1, 2008 By: /s/ Philip Yee
 ----------------------------------
 Name: Philip Yee
 Title: Secretary, Treasurer and
 Chief Financial Officer

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