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)

                                DECEMBER 30, 2005

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

                     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 5.01 CHANGES IN CONTROL OF REGISTRANT.

      On December 14, 2005, Norwood Venture Corp., a Delaware corporation
("Norwood") entered into a Securities Purchase Agreement with KI Equity Partners
III, LLC, a Delaware limited liability company ("KI Equity"), as amended (the
"Purchase Agreement") under which KI Equity agreed to purchase and Norwood
agreed to sell an aggregate of 2,281,302 shares of common stock ("Shares") of
Applied Spectrum Technologies, Inc., a Delaware corporation ("Applied",
"Company", "we", "us", or "our"), representing approximately 77.2% of our
outstanding shares of common stock, to KI Equity at a price of $175,000. Mark R.
Littell was the former Chief Executive Officer and Chief Financial Officer of
Applied and is the President and controlling stockholder of Norwood. The closing
of the transactions under the Purchase Agreement occurred on December 29, 2005
("Closing").

      As previously disclosed in the Current Report filed with the SEC by
Applied on December 29, 2005, Mark R. Littell resigned as Chief Executive
Officer and Chief Financial Officer of Applied effective as of the Closing, and
Kevin R. Keating was appointed President, Secretary, Treasurer and a director of
Applied effective as of the Closing. Effective as of the Closing, the principal
executive office of Applied was moved to 936A Beachland Boulevard, Suite 13,
Vero Beach, FL 32963.

      The Purchase Agreement contemplated that Mark R. Littell would continue as
a director of Applied following the Closing until such time as we comply with
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1
promulgated under the Exchange Act. The information statement under Rule 14f-1
was filed with the SEC on December 15, 2005 and mailed to stockholders on
December 19, 2005.


                                       2
<PAGE>

      Accordingly, effective December 30, 2005, Mark R. Littell resigned as a
director of Applied. Following Mr. Littell's resignation as a director, the sole
director of Applied is Mr. Kevin R. Keating. Mr. Keating has taken action to
reduce the size of the board to one person. Upon Mr. Littell's resignation, the
change of control of Applied became effective.

      Other than the transactions and agreements disclosed in this Form 8-K,
Applied knows of no other arrangements which may result in a change in control
of Applied.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective as of December 30, 2005, Mark R. Littell resigned as a director
of Applied. His resignation was not as a result of any disagreement with
Applied.

ITEM 8.01 OTHER EVENTS

Other Information

                               PLAN OF OPERATIONS

      Applied is currently a shell company with nominal assets or ongoing
operations. Nevertheless, management believes that it may be able to recover
some value for its shareholders by the adoption and implementation of a plan to
seek, investigate and, if the results of such investigation warrant, effect a
business combination with a suitable privately held company that has both
business history and operating assets. Our potential success will be primarily
dependent on the efforts and abilities of our new management team, who will have
virtually unlimited discretion in searching for, negotiating and entering into a
business combination transaction.

      Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our new management team believes that there are numerous privately held
companies seeking the perceived benefits of becoming a publicly held
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
stock incentives or similar benefits to key employees, providing liquidity for
all stockholders and other factors.

      Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our new
management team believes we will only be able to participate in one business
venture. This lack of diversification should be considered a substantial risk
because it will not allow us to offset potential losses from one venture against
gains from another.


                                       3
<PAGE>

      Management believes Applied will offer owners of a suitable privately held
company the opportunity to acquire a controlling ownership interest in a public
company:

      o     In less time than would be required for a traditional initial public
            offering ("IPO");

      o     For less out-of-pocket cost than would be required for a traditional
            IPO; and

      o     With a greater degree of certainty that the transaction will
            ultimately close.

      Nevertheless, the owners of any target company that we select will incur
significant costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the costs of preparing a
Current Report on Form 8-K describing the business combination transaction and
the costs of preparing the documentation associated with future reporting under
the Exchange Act.

      While our management team believes that Applied will be able to enter into
a business combination, there can be no assurance as to how much time will
elapse before a business combination is effected, if ever.

      In the event that a business combination is consummated, it is likely that
our present shareholders will own only a small minority interest in the combined
companies. In addition, as part of the terms of an acquisition transaction, our
current officers and directors will ordinarily resign and be replaced by new
officers and directors selected by the target company. Management does not
intend to obtain shareholder approval prior to consummating any acquisition
other than a statutory merger or as required by applicable laws.

                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding Applied's
common stock beneficially owned on December 30, 2005, immediately after giving
effect to the Closing for (i) each shareholder we know to be the beneficial
owner of 5% or more of Applied's outstanding common stock, (ii) each of
Applied's executive officers and directors, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the
voting of such security, or the power to dispose or to direct the disposition of
such security. A person is also deemed to be a beneficial owner of any
securities of which the person has the right to acquire beneficial ownership
within 60 days. To the best of Applied's knowledge, all persons named have sole
voting and investment power with respect to such shares, except as otherwise
noted. Except as set forth in this Report, there are not any pending or
anticipated arrangements that may cause a change in control of Applied. At
December 30, 2005, immediately after giving effect to the Closing, 2,953,941
shares of Applied's common stock were outstanding.


                                       4
<PAGE>

                                     Number of Shares
Name                                 Beneficially Owned       Percent of Shares
---------------------------------    ------------------       -----------------

Kevin R. Keating                                      0(1)                   0%
936A Beachland Boulevard,
Ste. 13
Vero Beach, Florida 32963

KI Equity Partners III, LLC                   2,281,302(2)                77.2%
c/o Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado
80111

All Executive Officers and                            0                      0%
Directors as a group

----------
(1)   Kevin R. Keating is the father of Timothy J. Keating. Timothy J. Keating
      is the manager of KI Equity Partners III, LLC. Kevin R. Keating is not
      affiliated not affiliated with and has no equity interest in KI Equity
      Partners III, LLC and disclaims any beneficial interest in the shares of
      Applied's common stock owned by KI Equity Partners III, LLC.

(2)   Timothy J. Keating is the manager of KI Equity Partners III, LLC and has
      sole voting and disposition power over the shares of Applied's common
      stock owned by KI Equity Partners III, LLC.

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      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, which is the majority stockholder of
Applied. Keating Investments, LLC is also the managing member and 90% owner of
Keating Securities, LLC, a registered broker-dealer. Kevin R. Keating is not
affiliated with and has no equity interest in Keating Investments, LLC, KI
Equity Partners III, LLC or Keating Securities, LLC and disclaims any beneficial
interest in the shares of Applied's common stock owned by KI Equity Partners
III, LLC.

      Certain conflicts of interest exist and may continue to exist between
Applied and its officers and directors due to the fact that Kevin R. Keating has
other business interests to which he devotes his primary attention. Mr. Keating
may continue to do so notwithstanding the fact that management time should be
devoted to the business of Applied.

      Certain conflicts of interest may exist between Applied and its
management, and conflicts may develop in the future. Applied has not established
policies or procedures for the resolution of current or potential conflicts of
interests between Applied, its officers and directors or affiliated entities.
There can be no assurance that management will resolve all conflicts of interest
in favor of Applied, and conflicts of interest may arise that can be resolved
only through the exercise by management their best judgment as may be consistent
with their fiduciary duties. Management will try to resolve conflicts to the
best advantage of all concerned, but there may be times when an acquisition
opportunity is given to another entity to the disadvantage of Applied's
stockholders and for which there will be no recourse. It is also expected that
Applied will engage Keating Securities, LLC, an affiliate of Keating
Investments, LLC, the managing member of our controlling stockholder, to act as
a financial advisor in connection with the reverse merger transaction for which
it may earn a cash and/or equity fee.


                                       5
<PAGE>

      As of the date of this Report, Applied has not entered into any agreements
to compensate, nor has it paid any compensation to, Mr. Keating for any services
rendered or to be rendered by him as an officer or director of Applied. However,
it is expected that Mr. Keating will be compensated for his services rendered
and to be rendered to Applied, and that Mr. Keating may determine, or
participate in the determination of, such compensation.

      Other than the above transactions or otherwise set forth in this Report or
in any reports filed by Applied with the SEC, we have not entered into any
material transactions with any director, executive officer, and nominee for
director, beneficial owner of five percent or more of our common stock, or
family members of such persons. We are not a subsidiary of any company.


                                       6
<PAGE>

                                   SIGNATURES

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

                                      APPLIED SPECTRUM TECHNOLOGIES, INC.


Date:  December 30, 2005              By:/S/ Kevin R. Keating
                                         ---------------------------
                                         Kevin R. Keating, President
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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)

                                DECEMBER 30, 2005

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

                     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 5.01 CHANGES IN CONTROL OF REGISTRANT.

      On December 14, 2005, Norwood Venture Corp., a Delaware corporation
("Norwood") entered into a Securities Purchase Agreement with KI Equity Partners
III, LLC, a Delaware limited liability company ("KI Equity"), as amended (the
"Purchase Agreement") under which KI Equity agreed to purchase and Norwood
agreed to sell an aggregate of 2,281,302 shares of common stock ("Shares") of
Applied Spectrum Technologies, Inc., a Delaware corporation ("Applied",
"Company", "we", "us", or "our"), representing approximately 77.2% of our
outstanding shares of common stock, to KI Equity at a price of $175,000. Mark R.
Littell was the former Chief Executive Officer and Chief Financial Officer of
Applied and is the President and controlling stockholder of Norwood. The closing
of the transactions under the Purchase Agreement occurred on December 29, 2005
("Closing").

      As previously disclosed in the Current Report filed with the SEC by
Applied on December 29, 2005, Mark R. Littell resigned as Chief Executive
Officer and Chief Financial Officer of Applied effective as of the Closing, and
Kevin R. Keating was appointed President, Secretary, Treasurer and a director of
Applied effective as of the Closing. Effective as of the Closing, the principal
executive office of Applied was moved to 936A Beachland Boulevard, Suite 13,
Vero Beach, FL 32963.

      The Purchase Agreement contemplated that Mark R. Littell would continue as
a director of Applied following the Closing until such time as we comply with
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1
promulgated under the Exchange Act. The information statement under Rule 14f-1
was filed with the SEC on December 15, 2005 and mailed to stockholders on
December 19, 2005.

                                       2
Accordingly, effective December 30, 2005, Mark R. Littell resigned as a
director of Applied. Following Mr. Littell's resignation as a director, the sole
director of Applied is Mr. Kevin R. Keating. Mr. Keating has taken action to
reduce the size of the board to one person. Upon Mr. Littell's resignation, the
change of control of Applied became effective.

      Other than the transactions and agreements disclosed in this Form 8-K,
Applied knows of no other arrangements which may result in a change in control
of Applied.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective as of December 30, 2005, Mark R. Littell resigned as a director
of Applied. His resignation was not as a result of any disagreement with
Applied.

ITEM 8.01 OTHER EVENTS

Other Information

                               PLAN OF OPERATIONS

      Applied is currently a shell company with nominal assets or ongoing
operations. Nevertheless, management believes that it may be able to recover
some value for its shareholders by the adoption and implementation of a plan to
seek, investigate and, if the results of such investigation warrant, effect a
business combination with a suitable privately held company that has both
business history and operating assets. Our potential success will be primarily
dependent on the efforts and abilities of our new management team, who will have
virtually unlimited discretion in searching for, negotiating and entering into a
business combination transaction.

      Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our new management team believes that there are numerous privately held
companies seeking the perceived benefits of becoming a publicly held
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
stock incentives or similar benefits to key employees, providing liquidity for
all stockholders and other factors.

      Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our new
management team believes we will only be able to participate in one business
venture. This lack of diversification should be considered a substantial risk
because it will not allow us to offset potential losses from one venture against
gains from another.

                                       3
Management believes Applied will offer owners of a suitable privately held
company the opportunity to acquire a controlling ownership interest in a public
company:

      o     In less time than would be required for a traditional initial public
            offering ("IPO");

      o     For less out-of-pocket cost than would be required for a traditional
            IPO; and

      o     With a greater degree of certainty that the transaction will
            ultimately close.

      Nevertheless, the owners of any target company that we select will incur
significant costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the costs of preparing a
Current Report on Form 8-K describing the business combination transaction and
the costs of preparing the documentation associated with future reporting under
the Exchange Act.

      While our management team believes that Applied will be able to enter into
a business combination, there can be no assurance as to how much time will
elapse before a business combination is effected, if ever.

      In the event that a business combination is consummated, it is likely that
our present shareholders will own only a small minority interest in the combined
companies. In addition, as part of the terms of an acquisition transaction, our
current officers and directors will ordinarily resign and be replaced by new
officers and directors selected by the target company. Management does not
intend to obtain shareholder approval prior to consummating any acquisition
other than a statutory merger or as required by applicable laws.

                              SECURITY OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding Applied's
common stock beneficially owned on December 30, 2005, immediately after giving
effect to the Closing for (i) each shareholder we know to be the beneficial
owner of 5% or more of Applied's outstanding common stock, (ii) each of
Applied's executive officers and directors, and (iii) all executive officers and
directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the
voting of such security, or the power to dispose or to direct the disposition of
such security. A person is also deemed to be a beneficial owner of any
securities of which the person has the right to acquire beneficial ownership
within 60 days. To the best of Applied's knowledge, all persons named have sole
voting and investment power with respect to such shares, except as otherwise
noted. Except as set forth in this Report, there are not any pending or
anticipated arrangements that may cause a change in control of Applied. At
December 30, 2005, immediately after giving effect to the Closing, 2,953,941
shares of Applied's common stock were outstanding.

                                       4
Number of Shares
Name                                 Beneficially Owned       Percent of Shares
---------------------------------    ------------------       -----------------

Kevin R. Keating                                      0(1)                   0%
936A Beachland Boulevard,
Ste. 13
Vero Beach, Florida 32963

KI Equity Partners III, LLC                   2,281,302(2)                77.2%
c/o Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado
80111

All Executive Officers and                            0                      0%
Directors as a group

----------
(1)   Kevin R. Keating is the father of Timothy J. Keating. Timothy J. Keating
      is the manager of KI Equity Partners III, LLC. Kevin R. Keating is not
      affiliated not affiliated with and has no equity interest in KI Equity
      Partners III, LLC and disclaims any beneficial interest in the shares of
      Applied's common stock owned by KI Equity Partners III, LLC.

(2)   Timothy J. Keating is the manager of KI Equity Partners III, LLC and has
      sole voting and disposition power over the shares of Applied's common
      stock owned by KI Equity Partners III, LLC.

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      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, which is the majority stockholder of
Applied. Keating Investments, LLC is also the managing member and 90% owner of
Keating Securities, LLC, a registered broker-dealer. Kevin R. Keating is not
affiliated with and has no equity interest in Keating Investments, LLC, KI
Equity Partners III, LLC or Keating Securities, LLC and disclaims any beneficial
interest in the shares of Applied's common stock owned by KI Equity Partners
III, LLC.

      Certain conflicts of interest exist and may continue to exist between
Applied and its officers and directors due to the fact that Kevin R. Keating has
other business interests to which he devotes his primary attention. Mr. Keating
may continue to do so notwithstanding the fact that management time should be
devoted to the business of Applied.

      Certain conflicts of interest may exist between Applied and its
management, and conflicts may develop in the future. Applied has not established
policies or procedures for the resolution of current or potential conflicts of
interests between Applied, its officers and directors or affiliated entities.
There can be no assurance that management will resolve all conflicts of interest
in favor of Applied, and conflicts of interest may arise that can be resolved
only through the exercise by management their best judgment as may be consistent
with their fiduciary duties. Management will try to resolve conflicts to the
best advantage of all concerned, but there may be times when an acquisition
opportunity is given to another entity to the disadvantage of Applied's
stockholders and for which there will be no recourse. It is also expected that
Applied will engage Keating Securities, LLC, an affiliate of Keating
Investments, LLC, the managing member of our controlling stockholder, to act as
a financial advisor in connection with the reverse merger transaction for which
it may earn a cash and/or equity fee.

                                       5
As of the date of this Report, Applied has not entered into any agreements
to compensate, nor has it paid any compensation to, Mr. Keating for any services
rendered or to be rendered by him as an officer or director of Applied. However,
it is expected that Mr. Keating will be compensated for his services rendered
and to be rendered to Applied, and that Mr. Keating may determine, or
participate in the determination of, such compensation.

      Other than the above transactions or otherwise set forth in this Report or
in any reports filed by Applied with the SEC, we have not entered into any
material transactions with any director, executive officer, and nominee for
director, beneficial owner of five percent or more of our common stock, or
family members of such persons. We are not a subsidiary of any company.

                                       6
SIGNATURES

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

                                      APPLIED SPECTRUM TECHNOLOGIES, INC.

Date:  December 30, 2005              By:/S/ Kevin R. Keating
                                         ---------------------------
                                         Kevin R. Keating, President