================================================================================

                                  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)

                                 January 4, 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))

================================================================================
<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  Company's   actual   results,   performance  or
achievements  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 the Company's
future plans, strategies and expectations,  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.  These  forward-looking
statements are based on assumptions  that may be incorrect,  and there can be no
assurance that these projections  included in these  forward-looking  statements
will come to pass.  The Company's  actual results 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, the Company  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 3.02  Unregistered Sales of Equity Securities

      On January 4, 2006,  Applied Spectrum  Technologies,  Inc. (the "Company")
issued  1,500,000  shares of its  common  stock  ("Common  Stock")  to KI Equity
Partners  III, LLC ("KI Equity") for a purchase  price of $75,000,  or $0.05 per
share.  The proceeds from the purchase price with be used for working capital to
pay expenses to maintain the reporting status of the Company.

      On January 4, 2006,  the Company also issued  100,000 shares of its Common
Stock to Kevin R.  Keating,  the sole officer and  director of the Company,  for
services rendered to the Company valued at $5,000, or $0.05 per share.

      On January 4, 2006,  the Company also issued  100,000 shares of its Common
Stock to Garisch Financial, Inc. ("GFI") for consulting services rendered to the
Company valued at $5,000, or $0.05 per share.

      The above  shares of Common  Stock were  issued  under an  exemption  from
registration  under  Section  4(2) of the  Securities  Act of 1933,  as  amended
("Securities  Act").  As such,  the shares of Common  Stock issued to KI Equity,
Kevin R. Keating and GFI will be restricted  shares,  and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the  Securities Act or an exemption  therefrom.  The Company has agreed to
grant  "piggyback"  registration  rights to KI Equity,  Kevin R. Keating and GFI
with respect to the above shares.

      Immediately following the above stock issuances, the Company had 4,653,941
shares of Common Stock  outstanding.  KI Equity owns a total of 3,781,302 shares
of the Company's Common Stock immediately after the above stock issuances.
<PAGE>

                                   SIGNATURES

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

                                      APPLIED SPECTRUM TECHNOLOGIES, INC.


Date: January 4, 2006                 By:  /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating,
                                           President and Sole Director
{"company-data": {"conformed-name": "APPLIED SPECTRUM TECHNOLOGIES INC", "cik": "0000705868", "assigned-sic": "3661", "irs-number": "411419457", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16397", "film-number": "06504625"}, "business-address": {"street1": "65 NORWOOD AVENUE", "city": "UPPER MONTCLAIR", "state": "NJ", "zip": "07043", "phone": "9737831117"}, "mail-address": {"street1": "65 NORWOOD AVENUE", "city": "UPPER MONTCLAIR", "state": "NJ", "zip": "07043"}}
================================================================================

                                  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)

                                 January 4, 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  Company's   actual   results,   performance  or
achievements  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 the Company's
future plans, strategies and expectations,  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.  These  forward-looking
statements are based on assumptions  that may be incorrect,  and there can be no
assurance that these projections  included in these  forward-looking  statements
will come to pass.  The Company's  actual results 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, the Company  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 3.02  Unregistered Sales of Equity Securities

      On January 4, 2006,  Applied Spectrum  Technologies,  Inc. (the "Company")
issued  1,500,000  shares of its  common  stock  ("Common  Stock")  to KI Equity
Partners  III, LLC ("KI Equity") for a purchase  price of $75,000,  or $0.05 per
share.  The proceeds from the purchase price with be used for working capital to
pay expenses to maintain the reporting status of the Company.

      On January 4, 2006,  the Company also issued  100,000 shares of its Common
Stock to Kevin R.  Keating,  the sole officer and  director of the Company,  for
services rendered to the Company valued at $5,000, or $0.05 per share.

      On January 4, 2006,  the Company also issued  100,000 shares of its Common
Stock to Garisch Financial, Inc. ("GFI") for consulting services rendered to the
Company valued at $5,000, or $0.05 per share.

      The above  shares of Common  Stock were  issued  under an  exemption  from
registration  under  Section  4(2) of the  Securities  Act of 1933,  as  amended
("Securities  Act").  As such,  the shares of Common  Stock issued to KI Equity,
Kevin R. Keating and GFI will be restricted  shares,  and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the  Securities Act or an exemption  therefrom.  The Company has agreed to
grant  "piggyback"  registration  rights to KI Equity,  Kevin R. Keating and GFI
with respect to the above shares.

      Immediately following the above stock issuances, the Company had 4,653,941
shares of Common Stock  outstanding.  KI Equity owns a total of 3,781,302 shares
of the Company's Common Stock immediately after the above stock issuances.
SIGNATURES

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

                                      APPLIED SPECTRUM TECHNOLOGIES, INC.

Date: January 4, 2006                 By:  /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating,
                                           President and Sole Director