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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:
                        (Date of earliest event reported)
                                  May 16, 2006

                          ----------------------------

                       Applied Spectrum Technologies, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

                    0-16397                           41-2185030
           (Commission File Number)         (IRS Employer Identification No.)

                       936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17
      CFR 240.14a-12(b))

[_]   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))

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<PAGE>

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which may cause the actual  results,  performance  or  achievements  of
Applied   Spectrum   Technologies,   Inc.   ("Applied")   and  Pro-Stars,   Inc.
("Pro-Stars") (collectively, Applied and Pro-Stars are referred to herein as the
"Companies")  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe future plans,
strategies and expectations of the Companies,  are generally identifiable by use
of the  words  "may,"  "will,"  "should,"  "expect,"  "anticipate,"  "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations on these words or comparable terminology.  Forward-looking statements
are based on  assumptions  that may be incorrect,  and there can be no assurance
that any  projections  or other  expectations  included  in any  forward-looking
statements  will come to pass. The actual results of the Companies  could differ
materially from those expressed or implied by the forward-looking  statements as
a result of various  factors.  Except as required by  applicable  laws,  Applied
undertakes no obligation to update publicly any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Item 1.01  Entry into a Material Definitive Agreement.

      On May 16, 2006,  Applied Spectrum  Technologies,  a Delaware  corporation
("Applied"),  entered into an agreement and plan of merger ("Merger  Agreement")
with Pro-Stars,  Inc., a Nevada corporation  ("Pro-Stars") and APSP Acquisition,
Inc., a Delaware  corporation and  wholly-owned  subsidiary of Applied  ("Merger
Sub").

      Under the  Merger  Agreement,  Applied  and  Pro-Stars  will  enter into a
business combination  transaction by means of a merger ("Merger") between Merger
Sub and  Pro-Stars  in which  Pro-Stars  will merge  with  Merger Sub and be the
surviving entity,  through an exchange of all the issued and outstanding  shares
of common stock of Pro-Stars for shares of Series A Convertible Preferred Stock,
par value  $0.001  per share,  of Applied  ("Preferred  Stock").  Following  the
closing of the Merger  ("Closing"),  Pro-Stars  will continue as a  wholly-owned
subsidiary of Applied.

      The Merger Agreement is included as Exhibit 2.1 to this Current Report and
is the legal  document  that  governs  the  Merger  and the  other  transactions
contemplated by the Merger Agreement. The discussion of the Merger Agreement set
forth herein is qualified in its entirety by reference to this Exhibit 2.1.

      In connection  with the Merger,  (i) each  outstanding  share of Pro-Stars
common  stock will be  converted  into the right to receive  0.043656  shares of
Preferred Stock;  and (ii) each  outstanding  option and warrant to purchase one
(1) share of  Pro-Stars  common  stock will be assumed by Applied and  converted
into an option or warrant to purchase  4.39879  shares of Applied  common  stock
(with the exercise price being adjusted  accordingly).  The exchange  ratios set
forth above assume  $15,000,000  in gross  proceeds to be received by Applied in
the Equity Financing  (defined below) and are subject to change depending on the
actual amount of gross proceeds  received by Applied in the Equity Financing and
the actual  pre-money  valuation of Applied  (after  giving effect to the Merger
with Pro-Stars).


                                       2
<PAGE>

      The  consummation  of the Merger is contingent on a minimum of $10,000,000
(or such lesser  amount as mutually  agreed to by Applied and  Pro-Stars)  being
subscribed for, and funded into escrow, by certain  accredited and institutional
investors  ("Investors")  for the purchase of either  Preferred  Stock or common
stock of  Applied  promptly  after the  closing of the  Merger  under  terms and
conditions  approved by Applied's board of directors  immediately  following the
Merger  ("Equity  Financing").  The  closing  of the  Equity  Financing  will be
contingent  on the closing of the Merger,  and the Merger will be  contingent on
the closing of the Equity Financing.

      No assurances can be given that the Equity Financing or the Merger will be
completed. Further, in the event the Equity Financing is completed, there can be
no assurance that that the gross proceeds will be at least $10,000,000.

      The  exchange  ratios set forth above are also  subject to  adjustment  to
reflect   appropriately   the  effect  of  any  stock  split,   stock  dividend,
reorganization,  recapitalization,  reclassification,  combination or other like
change with respect to the capital stock of Applied or Pro-Stars (or any options
or warrants  with respect to the  foregoing)  occurring on or after May 16, 2006
and through the Closing.

      For purposes of this Report,  it is assumed that the Equity Financing will
be completed  with gross  proceeds of  $15,000,000  and, as such,  the Merger is
completed without any adjustment to the exchange ratios.

      As  of  May  16,  2006,  Pro-Stars  common  stock,  options  and  warrants
outstanding were as follows:

      o     22,906,350 shares of common stock.

      o     Options to purchase  4,325,000 shares of common stock at an exercise
            price of $1.00 per share.

      o     Warrants to purchase 2,177,550 shares of common stock at an exercise
            price of $1.00 per share,  warrants  to purchase  100,000  shares of
            common stock at an exercise  price of 110% of the common stock share
            price in the Equity  Financing  and  warrants  to  purchase  100,000
            shares of common  stock at an  exercise  price of 120% of the common
            stock share price in the Equity Financing.

      Assuming  no  Pro-Stars'   stockholder  elects  dissenters'   rights,  the
Pro-Stars stockholders will be issued 1,000,000 shares of Preferred Stock in the
Merger. Each share of Preferred Stock will be convertible into 100.760204 shares
of Applied's  common stock.  Accordingly,  upon completion of the Merger and the
Equity  Financing,  the  Pro-Stars  stockholders  will own  1,000,000  shares of
Preferred Stock  (equivalent to 100,760,204  shares of Applied's common stock on
an  as-converted  basis),  the  Investors  will  receive  72,350,555  shares  of
Applied's  common stock (or, if the Equity  Financing is structured as Preferred
Stock,  718,047 shares of Preferred Stock  convertible into 72,350,555 shares of
Applied's common stock), and the current Applied stockholders will own 5,353,941
shares of Applied's  common stock.  Upon conversion of the Preferred  Stock, the
Pro-Stars stockholders together with the Investors will own approximately 97% of
the total outstanding  shares of Applied's common stock, and the current Applied
stockholders  will own  approximately  3% of the  total  outstanding  shares  of
Applied's common stock.


                                       3
<PAGE>

      The  issuance  of  the  shares  of  Preferred   Stock  to  the   Pro-Stars
stockholders in the Merger (and, upon  conversion,  the shares of Applied common
stock  underlying such shares of Preferred  Stock) and the issuance of shares of
Preferred Stock or Applied's  common stock in the Equity  Financing are intended
to be exempt from registration under the Securities Act of 1933, as amended (the
"Securities  Act"),  pursuant to Section 4(2)  thereof and such other  available
exemptions.  As such,  the  shares of  Applied's  common  stock,  the  shares of
Preferred  Stock  and the  shares  of  Applied's  common  stock  underlying  the
Preferred  Stock may not be offered or sold in the United States unless they are
registered  under the  Securities  Act, or an  exemption  from the  registration
requirements  of the  Securities  Act is available.  No  registration  statement
covering these  securities has been filed with the United States  Securities and
Exchange  Commission  ("Commission") or with any state securities  commission in
respect of the Merger or the Equity  Financing.  However,  as a condition to the
Equity Financing,  it is expected that Applied will agree to register for public
re-sale the shares of common stock (or the shares of common stock underlying the
Preferred Stock) issued to the Investors in the Equity  Financing.  In addition,
Applied  has  agreed to  register  for  public  re-sale  after the  Merger:  (i)
2,400,000 shares of Applied's common stock (on a pre-Reverse  Split basis),  the
holders of which have piggyback  registration  rights,  (ii) 2,281,302 shares of
Applied's common stock (on a pre-Reverse Split basis) held by KI Equity Partners
III,  LLC,  and (iii)  shares  of  common  stock  underlying  certain  shares of
Preferred Stock issued in the Merger.

      Applied is presently  authorized under its Certificate of Incorporation to
issue  150,000,000  shares of common  stock,  $0.001  par value per  share,  and
5,000,000  shares  of  preferred  stock,  par value  $0.001  per  share.  Of the
5,000,000  shares  of  preferred  stock  authorized,  2,000,000  shares  will be
designated as Series A Convertible  Preferred Stock pursuant to a certificate of
designations  ("Certificate  of  Designations"),   which  will  be  approved  by
Applied's  board of directors,  and filed with and accepted by, the Secretary of
State of the State of Delaware  prior to the  Closing of the Merger.  Currently,
Applied  has  5,353,941  shares of  common  stock  outstanding  and no shares of
preferred stock outstanding.

      Each share of Preferred Stock will be convertible  into 100.760204  shares
of Applied's  common stock (the  "Conversion  Rate").  The Preferred  Stock will
immediately and automatically be converted into shares of Applied's common stock
(the  "Mandatory  Conversion")  upon the  approval  by a majority  of  Applied's
stockholders  (voting  together  on  an   as-converted-to-common-stock   basis),
following the Merger, of a 1 for 15 reverse stock split of Applied's outstanding
common stock ("Reverse Split").

      The holders of shares of Preferred Stock will be entitled to vote together
with the holders of Applied's common stock, as a single class,  upon all matters
submitted to holders of common stock for a vote.  Each share of Preferred  Stock
will  carry a number of votes  equal to the  number  of  shares of common  stock
issuable as if converted at the record date. As such,  immediately following the
Merger, the Pro-Stars stockholders and the Investors will have approximately 97%
of the total  combined  voting power of all classes of Applied stock entitled to
vote.


                                       4
<PAGE>

      In connection with the Reverse Split, Applied's board of directors may, in
its  discretion,  provide special  treatment to certain Applied  stockholders to
preserve  round lot holders  (i.e.,  holders owning at least 100 shares prior to
the Reverse  Split) after the Reverse  Split.  Applied's  board of directors may
elect,  in its  discretion,  to provide  such  special  treatment  to the record
holders  of  Applied's  common  stock  only on a per  certificate  basis or more
generally to the beneficial  holders of Applied's common stock. For example,  if
Applied's board  determines to provide such special  treatment to record holders
only,  the record  holders  of  Applied's  common  stock  holding a  certificate
representing  1,500 or fewer  shares of common  stock but at least 100 shares of
common stock would  receive 100 shares of common  stock after the Reverse  Split
with respect to each such certificate,  and record holders holding a certificate
representing 100 shares of common stock or fewer would not be affected and would
continue to hold a  certificate  representing  the same number of shares as such
stockholders  held before the Reverse Split.  In the  alternative,  if Applied's
board  determines  to provide  such  special  treatment  to  beneficial  holders
generally, the beneficial holders of Applied's common stock beneficially holding
1,500 or fewer  shares of common  stock but at least 100 shares of common  stock
would  receive 100 shares of common stock after the Reverse  Split,  and persons
beneficially  holding 100 shares of common  stock or fewer would not be affected
by the  Reverse  Split and would  continue  to hold the same number of shares as
such  stockholders  held before the Reverse  Split.  The terms and conditions of
special  treatment  afforded  to  Applied  stockholders  to  preserve  round lot
stockholders,   if  any,  including  the  record  dates  for  determining  which
stockholders may be eligible for such special treatment,  will be established in
the discretion of Applied's board of directors.

      Effective  as of the  Closing of the  Merger,  and  subject to  applicable
regulatory requirements,  including the preparation,  filing and distribution to
the Applied  stockholders of a Schedule  14(f)-1 Notice to Stockholders at least
ten (10) days prior to Closing, Kevin R. Keating, Applied's current sole officer
and director will resign such positions and will appoint as directors:

      o     Sam Battistone, the Chairman and CEO of Pro-Stars

      o     Sean Goodchild, the President, Secretary and a director of Pro-Stars

      o     Dale  Larsson,  the  Chief  Financial  Officer  and  a  director  of
            Pro-Stars

      o     Klaus Moeller, a director of Pro-Stars

      As a  condition  to the Closing of the  Merger,  the holders of  Applied's
capital  stock  representing  a majority of Applied's  voting power  immediately
after Closing (including KI Equity Partners III, LLC, Applied's current majority
stockholder)  will agree to vote their shares of Applied's voting  securities to
approve the Reverse Split,  the assumption of and amendment to,  Pro-Stars' 2005
equity incentive plan, and the change of Applied's corporate name (collectively,
the "Actions").

      Additional information concerning Messrs. Battistone,  Goodchild,  Larsson
and Moeller  will be included in the  Schedule  14(f)-1  Notice to  Stockholders
which will be filed with the SEC and  mailed to  stockholders  at least ten (10)
days prior to the Closing of the Merger.

      At or prior  to the  Closing,  Applied  will  also  enter  into a  certain
financial   advisory   agreement   with  Keating   Securities,   LLC   ("Keating
Securities"), a registered broker-dealer, under which Keating


                                       5
<PAGE>

      Securities  will be  compensated  by  Applied  for its  advisory  services
rendered to Applied in connection with the Merger. The transaction  advisory fee
will be $500,000,  with the payment  thereof being subject to the Closing of the
Merger.

      Applied  and  Pro-Stars  have each  agreed to  continue  to operate  their
business in the ordinary course prior to the Merger.

      Under the Merger  Agreement,  each of Applied and Pro-Stars have agreed to
do certain things, some of which are conditions to the Merger transaction.  Each
company is obligated to (a) obtain all necessary  approvals for various  aspects
of the  transaction,  (b) give the other access to the records and  personnel to
complete due  diligence  review,  (c) proceed  expeditiously  to  undertake  all
actions so as to be able to consummate the Merger, (d) in the case of Pro-Stars,
deliver audited  financial  statements  including a balance sheet as of December
31, 2004 and 2005 and  statements of  operations,  cash flows and  stockholders'
equity for the years then ended, and unaudited financial  statements including a
balance sheet as of March 31, 2005 and 2006 and statements of  operations,  cash
flows and stockholders'  equity for the three months then ended, and (e) refrain
from  soliciting or  initiating  proposals  from,  providing  information  to or
holding discussions with any party concerning any sale of assets or any material
portion of any capital stock or any merger, consolidation, business combination,
liquidation  or similar  transaction,  subject to the fiduciary  obligations  of
directors generally.

      Consummation of the Merger is also contingent upon (i) preparation, filing
and  distribution to the Applied  stockholders  of a Schedule  14(f)-1 Notice to
Stockholders,  (ii)  continued  quotation  of  Applied's  common  stock  on  the
Over-the-Counter  Bulletin Board,  (iii) the completion of the Equity Financing,
and (iv) Applied's entry into an investor relations agreement.

      The  representations and warranties of the parties to the Merger Agreement
generally do not survive the Closing.

      The Merger Agreement may be terminated as follows:  (i) by mutual consent,
(ii) by either party if the Merger is not consummated by June 30, 2006, (iii) by
either  party if the Merger is  prohibited  by issuance  of an order,  decree or
ruling,  or (iv) by  either  party if the  other is in  material  breach  of any
representation,  warranty,  covenant or agreement.  In the event of termination,
both parties are responsible for their own expenses.  If the Merger Agreement is
terminated  by  Applied  as a  result  of  Pro-Stars'  failure  to  satisfy  the
conditions  precedent to Closing that are  applicable  to it or as a result of a
breach or misrepresentation by Pro-Stars, the $50,000 deposit paid to Applied by
Pro-Stars  may be  retained  by Applied as  liquidated  damages  and as its sole
source of damages for any breach or termination of the Merger Agreement.

      The  directors  of Applied  have  approved  the Merger  Agreement  and the
transactions  contemplated thereunder.  The directors of Pro-Stars have approved
the Merger Agreement and the transactions  contemplated  thereunder.  The Merger
Agreement and the transactions  contemplated  thereunder require the approval of
Pro-Stars' stockholders before the Merger can be consummated. The parties expect
the closing of the transactions  under the Merger Agreement to occur on or about
June 30, 2006.  However,  there can be no  assurances  that the Merger or Equity
Financing will be completed.


                                       6
<PAGE>

      On March 28, 2006, in its Current Report on Form 8-K dated March 27, 2006,
Applied reported the execution of a letter of intent to acquire Pro-Stars.

      Kevin R. Keating is the father of Timothy J. Keating, the principal member
of Keating Investments,  LLC. Keating Investments, LLC is the managing member of
KI  Equity  Partners  III,  LLC ("KI  Equity"),  which is the  current  majority
stockholder   of  Applied,   and  Keating   Securities,   LLC,  the   registered
broker-dealer  affiliate of Keating  Investments,  LLC.  Kevin R. Keating is not
affiliated  with and has no equity  interest  in Keating  Investments,  LLC,  KI
Equity or Keating  Securities,  LLC and disclaims any beneficial interest in the
shares  of  Applied's  common  stock  owned  by KI  Equity.  Similarly,  Keating
Investments,  LLC, KI Equity and Keating Securities, LLC disclaim any beneficial
interest in the shares of  Applied's  common stock  currently  owned by Kevin R.
Keating.

Business of Applied

      Applied is  currently  a shell  company  with  nominal  assets  whose sole
business has been to identify,  evaluate and investigate  various companies with
the intent that, if such investigation warrants, a reverse merger transaction be
negotiated  and  completed  pursuant  to which  Applied  would  acquire a target
company with an operating  business with the intent of  continuing  the acquired
company's business as a publicly held entity.

Business of Pro-Stars

      Pro-Stars, Inc., a Nevada corporation ("Pro-Stars"), owns, either directly
or indirectly,  a majority of the partnership  interests in and to the following
limited partnerships:  (i) CAEFOD, LP, a Nevada limited partnership  ("CAEFOD");
(ii) RIOFOD,  LP, a Nevada limited  partnership  ("RIOFOD");  (iii) SWFOD, LP, a
Nevada  limited  partnership  ("SWFOD");  and (iv) MOAFOD,  LP, a Nevada limited
partnership  (collectively,  the  "Partnerships").  Each of the Partnerships has
entered  into  a  franchise  agreement  with  Dreams  Franchise  Corporation,  a
California  corporation (the "Franchisor") to operate a Field of Dreams(R) store
(collectively,  the "Stores").  The Stores sell  sports-related  merchandise and
celebrity-oriented merchandise, sports collectibles,  memorabilia, trading cards
and related  merchandise  and products.  The Stores owned by CAEFOD,  RIOFOD and
SWFOD are  located in malls on the strip in Las Vegas  while the Store  owned by
MOAFOD is located in the Mall of America in Bloomington, Minnesota.

      Pro-Stars also operates a Stars Live 365 store in the Showcase Mall in Las
Vegas. The Stars Live 365 concept  emphasizes the presence at the store each day
of  a  celebrity  personality  from  the  sports,  television,  motion  picture,
political or any other arena that has produced  well-recognized  individuals  to
sign autographs, photographs or other pieces of memorabilia.

      The corporate  headquarters  of Pro-Stars is located at  Pro-Stars,  Inc.,
2195 San Dieguito Drive, Suite 1, Del Mar, CA 92014.

      The  business of  Pro-Stars  involves a number of risks and  uncertainties
that could cause the actual results of either company to differ  materially from
those  estimated  by  management   from  time  to  time.   Potential  risks  and
uncertainties,  include, but are not limited to, such factors as fluctuations in
demand for  Pro-Stars'  products,  changes  in the  franchise  arrangements  for
Pro-Stars'  current or future franchise store  locations,  the cost of inventory
purchased from Pro-Stars'  franchisor and its affiliates,  conditions and trends
in the retail  market,  additions or  departures  of key  personnel,  Pro-Stars'
ability to attract and maintain customers and strategic business  relationships,
Pro-Stars'  ability to identify,  locate and construct new store  locations on a
cost-effective basis, the impact of competitive products and pricing,  growth in
target markets,  the adequacy of Pro-Stars'  liquidity and financial strength to
support its growth, and other information that may be detailed from time to time
in Applied's filings with the United States  Securities and Exchange  Commission
should the Merger transaction contemplated by the Merger Agreement be completed.


                                       7
<PAGE>

Item 9.01  Financial Statements and Exhibits.

      (a) Financial statements of business acquired. None.

      (b) Pro forma financial information. None.

      (c) Exhibits.

            2.1   Agreement and Plan of Merger by and between  Applied  Spectrum
                  Technologies, Inc., APSP Acquisition, Inc. and Pro-Stars, Inc.
                  dated May 16, 2006.


                                       8
<PAGE>

                                   SIGNATURES

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

                                        Applied Spectrum Technologies, Inc.


Date:  May 19, 2006                     By: /s/ Kevin R. Keating
                                            ------------------------------------
                                            Kevin R. Keating, President


                                       9
<PAGE>

                                  EXHIBIT INDEX


    Exhibit Number                     Description of Exhibit
    --------------                     ----------------------

        2.1       Agreement and Plan of Merger by and between  Applied  Spectrum
                  Technologies, Inc., APSP Acquisition, Inc. and Pro-Stars, Inc.
                  dated May 16, 2006.


                                       10
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:
                        (Date of earliest event reported)
                                  May 16, 2006

                          ----------------------------

                       Applied Spectrum Technologies, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

                    0-16397                           41-2185030
           (Commission File Number)         (IRS Employer Identification No.)

                       936A Beachland Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17
      CFR 240.14a-12(b))

[_]   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))

================================================================================
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which may cause the actual  results,  performance  or  achievements  of
Applied   Spectrum   Technologies,   Inc.   ("Applied")   and  Pro-Stars,   Inc.
("Pro-Stars") (collectively, Applied and Pro-Stars are referred to herein as the
"Companies")  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe future plans,
strategies and expectations of the Companies,  are generally identifiable by use
of the  words  "may,"  "will,"  "should,"  "expect,"  "anticipate,"  "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations on these words or comparable terminology.  Forward-looking statements
are based on  assumptions  that may be incorrect,  and there can be no assurance
that any  projections  or other  expectations  included  in any  forward-looking
statements  will come to pass. The actual results of the Companies  could differ
materially from those expressed or implied by the forward-looking  statements as
a result of various  factors.  Except as required by  applicable  laws,  Applied
undertakes no obligation to update publicly any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Item 1.01  Entry into a Material Definitive Agreement.

      On May 16, 2006,  Applied Spectrum  Technologies,  a Delaware  corporation
("Applied"),  entered into an agreement and plan of merger ("Merger  Agreement")
with Pro-Stars,  Inc., a Nevada corporation  ("Pro-Stars") and APSP Acquisition,
Inc., a Delaware  corporation and  wholly-owned  subsidiary of Applied  ("Merger
Sub").

      Under the  Merger  Agreement,  Applied  and  Pro-Stars  will  enter into a
business combination  transaction by means of a merger ("Merger") between Merger
Sub and  Pro-Stars  in which  Pro-Stars  will merge  with  Merger Sub and be the
surviving entity,  through an exchange of all the issued and outstanding  shares
of common stock of Pro-Stars for shares of Series A Convertible Preferred Stock,
par value  $0.001  per share,  of Applied  ("Preferred  Stock").  Following  the
closing of the Merger  ("Closing"),  Pro-Stars  will continue as a  wholly-owned
subsidiary of Applied.

      The Merger Agreement is included as Exhibit 2.1 to this Current Report and
is the legal  document  that  governs  the  Merger  and the  other  transactions
contemplated by the Merger Agreement. The discussion of the Merger Agreement set
forth herein is qualified in its entirety by reference to this Exhibit 2.1.

      In connection  with the Merger,  (i) each  outstanding  share of Pro-Stars
common  stock will be  converted  into the right to receive  0.043656  shares of
Preferred Stock;  and (ii) each  outstanding  option and warrant to purchase one
(1) share of  Pro-Stars  common  stock will be assumed by Applied and  converted
into an option or warrant to purchase  4.39879  shares of Applied  common  stock
(with the exercise price being adjusted  accordingly).  The exchange  ratios set
forth above assume  $15,000,000  in gross  proceeds to be received by Applied in
the Equity Financing  (defined below) and are subject to change depending on the
actual amount of gross proceeds  received by Applied in the Equity Financing and
the actual  pre-money  valuation of Applied  (after  giving effect to the Merger
with Pro-Stars).

                                       2
The  consummation  of the Merger is contingent on a minimum of $10,000,000
(or such lesser  amount as mutually  agreed to by Applied and  Pro-Stars)  being
subscribed for, and funded into escrow, by certain  accredited and institutional
investors  ("Investors")  for the purchase of either  Preferred  Stock or common
stock of  Applied  promptly  after the  closing of the  Merger  under  terms and
conditions  approved by Applied's board of directors  immediately  following the
Merger  ("Equity  Financing").  The  closing  of the  Equity  Financing  will be
contingent  on the closing of the Merger,  and the Merger will be  contingent on
the closing of the Equity Financing.

      No assurances can be given that the Equity Financing or the Merger will be
completed. Further, in the event the Equity Financing is completed, there can be
no assurance that that the gross proceeds will be at least $10,000,000.

      The  exchange  ratios set forth above are also  subject to  adjustment  to
reflect   appropriately   the  effect  of  any  stock  split,   stock  dividend,
reorganization,  recapitalization,  reclassification,  combination or other like
change with respect to the capital stock of Applied or Pro-Stars (or any options
or warrants  with respect to the  foregoing)  occurring on or after May 16, 2006
and through the Closing.

      For purposes of this Report,  it is assumed that the Equity Financing will
be completed  with gross  proceeds of  $15,000,000  and, as such,  the Merger is
completed without any adjustment to the exchange ratios.

      As  of  May  16,  2006,  Pro-Stars  common  stock,  options  and  warrants
outstanding were as follows:

      o     22,906,350 shares of common stock.

      o     Options to purchase  4,325,000 shares of common stock at an exercise
            price of $1.00 per share.

      o     Warrants to purchase 2,177,550 shares of common stock at an exercise
            price of $1.00 per share,  warrants  to purchase  100,000  shares of
            common stock at an exercise  price of 110% of the common stock share
            price in the Equity  Financing  and  warrants  to  purchase  100,000
            shares of common  stock at an  exercise  price of 120% of the common
            stock share price in the Equity Financing.

      Assuming  no  Pro-Stars'   stockholder  elects  dissenters'   rights,  the
Pro-Stars stockholders will be issued 1,000,000 shares of Preferred Stock in the
Merger. Each share of Preferred Stock will be convertible into 100.760204 shares
of Applied's  common stock.  Accordingly,  upon completion of the Merger and the
Equity  Financing,  the  Pro-Stars  stockholders  will own  1,000,000  shares of
Preferred Stock  (equivalent to 100,760,204  shares of Applied's common stock on
an  as-converted  basis),  the  Investors  will  receive  72,350,555  shares  of
Applied's  common stock (or, if the Equity  Financing is structured as Preferred
Stock,  718,047 shares of Preferred Stock  convertible into 72,350,555 shares of
Applied's common stock), and the current Applied stockholders will own 5,353,941
shares of Applied's  common stock.  Upon conversion of the Preferred  Stock, the
Pro-Stars stockholders together with the Investors will own approximately 97% of
the total outstanding  shares of Applied's common stock, and the current Applied
stockholders  will own  approximately  3% of the  total  outstanding  shares  of
Applied's common stock.

                                       3
The  issuance  of  the  shares  of  Preferred   Stock  to  the   Pro-Stars
stockholders in the Merger (and, upon  conversion,  the shares of Applied common
stock  underlying such shares of Preferred  Stock) and the issuance of shares of
Preferred Stock or Applied's  common stock in the Equity  Financing are intended
to be exempt from registration under the Securities Act of 1933, as amended (the
"Securities  Act"),  pursuant to Section 4(2)  thereof and such other  available
exemptions.  As such,  the  shares of  Applied's  common  stock,  the  shares of
Preferred  Stock  and the  shares  of  Applied's  common  stock  underlying  the
Preferred  Stock may not be offered or sold in the United States unless they are
registered  under the  Securities  Act, or an  exemption  from the  registration
requirements  of the  Securities  Act is available.  No  registration  statement
covering these  securities has been filed with the United States  Securities and
Exchange  Commission  ("Commission") or with any state securities  commission in
respect of the Merger or the Equity  Financing.  However,  as a condition to the
Equity Financing,  it is expected that Applied will agree to register for public
re-sale the shares of common stock (or the shares of common stock underlying the
Preferred Stock) issued to the Investors in the Equity  Financing.  In addition,
Applied  has  agreed to  register  for  public  re-sale  after the  Merger:  (i)
2,400,000 shares of Applied's common stock (on a pre-Reverse  Split basis),  the
holders of which have piggyback  registration  rights,  (ii) 2,281,302 shares of
Applied's common stock (on a pre-Reverse Split basis) held by KI Equity Partners
III,  LLC,  and (iii)  shares  of  common  stock  underlying  certain  shares of
Preferred Stock issued in the Merger.

      Applied is presently  authorized under its Certificate of Incorporation to
issue  150,000,000  shares of common  stock,  $0.001  par value per  share,  and
5,000,000  shares  of  preferred  stock,  par value  $0.001  per  share.  Of the
5,000,000  shares  of  preferred  stock  authorized,  2,000,000  shares  will be
designated as Series A Convertible  Preferred Stock pursuant to a certificate of
designations  ("Certificate  of  Designations"),   which  will  be  approved  by
Applied's  board of directors,  and filed with and accepted by, the Secretary of
State of the State of Delaware  prior to the  Closing of the Merger.  Currently,
Applied  has  5,353,941  shares of  common  stock  outstanding  and no shares of
preferred stock outstanding.

      Each share of Preferred Stock will be convertible  into 100.760204  shares
of Applied's  common stock (the  "Conversion  Rate").  The Preferred  Stock will
immediately and automatically be converted into shares of Applied's common stock
(the  "Mandatory  Conversion")  upon the  approval  by a majority  of  Applied's
stockholders  (voting  together  on  an   as-converted-to-common-stock   basis),
following the Merger, of a 1 for 15 reverse stock split of Applied's outstanding
common stock ("Reverse Split").

      The holders of shares of Preferred Stock will be entitled to vote together
with the holders of Applied's common stock, as a single class,  upon all matters
submitted to holders of common stock for a vote.  Each share of Preferred  Stock
will  carry a number of votes  equal to the  number  of  shares of common  stock
issuable as if converted at the record date. As such,  immediately following the
Merger, the Pro-Stars stockholders and the Investors will have approximately 97%
of the total  combined  voting power of all classes of Applied stock entitled to
vote.

                                       4
In connection with the Reverse Split, Applied's board of directors may, in
its  discretion,  provide special  treatment to certain Applied  stockholders to
preserve  round lot holders  (i.e.,  holders owning at least 100 shares prior to
the Reverse  Split) after the Reverse  Split.  Applied's  board of directors may
elect,  in its  discretion,  to provide  such  special  treatment  to the record
holders  of  Applied's  common  stock  only on a per  certificate  basis or more
generally to the beneficial  holders of Applied's common stock. For example,  if
Applied's board  determines to provide such special  treatment to record holders
only,  the record  holders  of  Applied's  common  stock  holding a  certificate
representing  1,500 or fewer  shares of common  stock but at least 100 shares of
common stock would  receive 100 shares of common  stock after the Reverse  Split
with respect to each such certificate,  and record holders holding a certificate
representing 100 shares of common stock or fewer would not be affected and would
continue to hold a  certificate  representing  the same number of shares as such
stockholders  held before the Reverse Split.  In the  alternative,  if Applied's
board  determines  to provide  such  special  treatment  to  beneficial  holders
generally, the beneficial holders of Applied's common stock beneficially holding
1,500 or fewer  shares of common  stock but at least 100 shares of common  stock
would  receive 100 shares of common stock after the Reverse  Split,  and persons
beneficially  holding 100 shares of common  stock or fewer would not be affected
by the  Reverse  Split and would  continue  to hold the same number of shares as
such  stockholders  held before the Reverse  Split.  The terms and conditions of
special  treatment  afforded  to  Applied  stockholders  to  preserve  round lot
stockholders,   if  any,  including  the  record  dates  for  determining  which
stockholders may be eligible for such special treatment,  will be established in
the discretion of Applied's board of directors.

      Effective  as of the  Closing of the  Merger,  and  subject to  applicable
regulatory requirements,  including the preparation,  filing and distribution to
the Applied  stockholders of a Schedule  14(f)-1 Notice to Stockholders at least
ten (10) days prior to Closing, Kevin R. Keating, Applied's current sole officer
and director will resign such positions and will appoint as directors:

      o     Sam Battistone, the Chairman and CEO of Pro-Stars

      o     Sean Goodchild, the President, Secretary and a director of Pro-Stars

      o     Dale  Larsson,  the  Chief  Financial  Officer  and  a  director  of
            Pro-Stars

      o     Klaus Moeller, a director of Pro-Stars

      As a  condition  to the Closing of the  Merger,  the holders of  Applied's
capital  stock  representing  a majority of Applied's  voting power  immediately
after Closing (including KI Equity Partners III, LLC, Applied's current majority
stockholder)  will agree to vote their shares of Applied's voting  securities to
approve the Reverse Split,  the assumption of and amendment to,  Pro-Stars' 2005
equity incentive plan, and the change of Applied's corporate name (collectively,
the "Actions").

      Additional information concerning Messrs. Battistone,  Goodchild,  Larsson
and Moeller  will be included in the  Schedule  14(f)-1  Notice to  Stockholders
which will be filed with the SEC and  mailed to  stockholders  at least ten (10)
days prior to the Closing of the Merger.

      At or prior  to the  Closing,  Applied  will  also  enter  into a  certain
financial   advisory   agreement   with  Keating   Securities,   LLC   ("Keating
Securities"), a registered broker-dealer, under which Keating

                                       5
Securities  will be  compensated  by  Applied  for its  advisory  services
rendered to Applied in connection with the Merger. The transaction  advisory fee
will be $500,000,  with the payment  thereof being subject to the Closing of the
Merger.

      Applied  and  Pro-Stars  have each  agreed to  continue  to operate  their
business in the ordinary course prior to the Merger.

      Under the Merger  Agreement,  each of Applied and Pro-Stars have agreed to
do certain things, some of which are conditions to the Merger transaction.  Each
company is obligated to (a) obtain all necessary  approvals for various  aspects
of the  transaction,  (b) give the other access to the records and  personnel to
complete due  diligence  review,  (c) proceed  expeditiously  to  undertake  all
actions so as to be able to consummate the Merger, (d) in the case of Pro-Stars,
deliver audited  financial  statements  including a balance sheet as of December
31, 2004 and 2005 and  statements of  operations,  cash flows and  stockholders'
equity for the years then ended, and unaudited financial  statements including a
balance sheet as of March 31, 2005 and 2006 and statements of  operations,  cash
flows and stockholders'  equity for the three months then ended, and (e) refrain
from  soliciting or  initiating  proposals  from,  providing  information  to or
holding discussions with any party concerning any sale of assets or any material
portion of any capital stock or any merger, consolidation, business combination,
liquidation  or similar  transaction,  subject to the fiduciary  obligations  of
directors generally.

      Consummation of the Merger is also contingent upon (i) preparation, filing
and  distribution to the Applied  stockholders  of a Schedule  14(f)-1 Notice to
Stockholders,  (ii)  continued  quotation  of  Applied's  common  stock  on  the
Over-the-Counter  Bulletin Board,  (iii) the completion of the Equity Financing,
and (iv) Applied's entry into an investor relations agreement.

      The  representations and warranties of the parties to the Merger Agreement
generally do not survive the Closing.

      The Merger Agreement may be terminated as follows:  (i) by mutual consent,
(ii) by either party if the Merger is not consummated by June 30, 2006, (iii) by
either  party if the Merger is  prohibited  by issuance  of an order,  decree or
ruling,  or (iv) by  either  party if the  other is in  material  breach  of any
representation,  warranty,  covenant or agreement.  In the event of termination,
both parties are responsible for their own expenses.  If the Merger Agreement is
terminated  by  Applied  as a  result  of  Pro-Stars'  failure  to  satisfy  the
conditions  precedent to Closing that are  applicable  to it or as a result of a
breach or misrepresentation by Pro-Stars, the $50,000 deposit paid to Applied by
Pro-Stars  may be  retained  by Applied as  liquidated  damages  and as its sole
source of damages for any breach or termination of the Merger Agreement.

      The  directors  of Applied  have  approved  the Merger  Agreement  and the
transactions  contemplated thereunder.  The directors of Pro-Stars have approved
the Merger Agreement and the transactions  contemplated  thereunder.  The Merger
Agreement and the transactions  contemplated  thereunder require the approval of
Pro-Stars' stockholders before the Merger can be consummated. The parties expect
the closing of the transactions  under the Merger Agreement to occur on or about
June 30, 2006.  However,  there can be no  assurances  that the Merger or Equity
Financing will be completed.

                                       6
On March 28, 2006, in its Current Report on Form 8-K dated March 27, 2006,
Applied reported the execution of a letter of intent to acquire Pro-Stars.

      Kevin R. Keating is the father of Timothy J. Keating, the principal member
of Keating Investments,  LLC. Keating Investments, LLC is the managing member of
KI  Equity  Partners  III,  LLC ("KI  Equity"),  which is the  current  majority
stockholder   of  Applied,   and  Keating   Securities,   LLC,  the   registered
broker-dealer  affiliate of Keating  Investments,  LLC.  Kevin R. Keating is not
affiliated  with and has no equity  interest  in Keating  Investments,  LLC,  KI
Equity or Keating  Securities,  LLC and disclaims any beneficial interest in the
shares  of  Applied's  common  stock  owned  by KI  Equity.  Similarly,  Keating
Investments,  LLC, KI Equity and Keating Securities, LLC disclaim any beneficial
interest in the shares of  Applied's  common stock  currently  owned by Kevin R.
Keating.

Business of Applied

      Applied is  currently  a shell  company  with  nominal  assets  whose sole
business has been to identify,  evaluate and investigate  various companies with
the intent that, if such investigation warrants, a reverse merger transaction be
negotiated  and  completed  pursuant  to which  Applied  would  acquire a target
company with an operating  business with the intent of  continuing  the acquired
company's business as a publicly held entity.

Business of Pro-Stars

      Pro-Stars, Inc., a Nevada corporation ("Pro-Stars"), owns, either directly
or indirectly,  a majority of the partnership  interests in and to the following
limited partnerships:  (i) CAEFOD, LP, a Nevada limited partnership  ("CAEFOD");
(ii) RIOFOD,  LP, a Nevada limited  partnership  ("RIOFOD");  (iii) SWFOD, LP, a
Nevada  limited  partnership  ("SWFOD");  and (iv) MOAFOD,  LP, a Nevada limited
partnership  (collectively,  the  "Partnerships").  Each of the Partnerships has
entered  into  a  franchise  agreement  with  Dreams  Franchise  Corporation,  a
California  corporation (the "Franchisor") to operate a Field of Dreams(R) store
(collectively,  the "Stores").  The Stores sell  sports-related  merchandise and
celebrity-oriented merchandise, sports collectibles,  memorabilia, trading cards
and related  merchandise  and products.  The Stores owned by CAEFOD,  RIOFOD and
SWFOD are  located in malls on the strip in Las Vegas  while the Store  owned by
MOAFOD is located in the Mall of America in Bloomington, Minnesota.

      Pro-Stars also operates a Stars Live 365 store in the Showcase Mall in Las
Vegas. The Stars Live 365 concept  emphasizes the presence at the store each day
of  a  celebrity  personality  from  the  sports,  television,  motion  picture,
political or any other arena that has produced  well-recognized  individuals  to
sign autographs, photographs or other pieces of memorabilia.

      The corporate  headquarters  of Pro-Stars is located at  Pro-Stars,  Inc.,
2195 San Dieguito Drive, Suite 1, Del Mar, CA 92014.

      The  business of  Pro-Stars  involves a number of risks and  uncertainties
that could cause the actual results of either company to differ  materially from
those  estimated  by  management   from  time  to  time.   Potential  risks  and
uncertainties,  include, but are not limited to, such factors as fluctuations in
demand for  Pro-Stars'  products,  changes  in the  franchise  arrangements  for
Pro-Stars'  current or future franchise store  locations,  the cost of inventory
purchased from Pro-Stars'  franchisor and its affiliates,  conditions and trends
in the retail  market,  additions or  departures  of key  personnel,  Pro-Stars'
ability to attract and maintain customers and strategic business  relationships,
Pro-Stars'  ability to identify,  locate and construct new store  locations on a
cost-effective basis, the impact of competitive products and pricing,  growth in
target markets,  the adequacy of Pro-Stars'  liquidity and financial strength to
support its growth, and other information that may be detailed from time to time
in Applied's filings with the United States  Securities and Exchange  Commission
should the Merger transaction contemplated by the Merger Agreement be completed.

                                       7
Item 9.01  Financial Statements and Exhibits.

      (a) Financial statements of business acquired. None.

      (b) Pro forma financial information. None.

      (c) Exhibits.

            2.1   Agreement and Plan of Merger by and between  Applied  Spectrum
                  Technologies, Inc., APSP Acquisition, Inc. and Pro-Stars, Inc.
                  dated May 16, 2006.

                                       8
SIGNATURES

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

                                        Applied Spectrum Technologies, Inc.

Date:  May 19, 2006                     By: /s/ Kevin R. Keating
                                            ------------------------------------
                                            Kevin R. Keating, President

                                       9
EXHIBIT INDEX

    Exhibit Number                     Description of Exhibit
    --------------                     ----------------------

        2.1       Agreement and Plan of Merger by and between  Applied  Spectrum
                  Technologies, Inc., APSP Acquisition, Inc. and Pro-Stars, Inc.
                  dated May 16, 2006.

                                       10