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 29, 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)

                                65 Norwood Avenue
                            Upper Montclair, NJ 07043
          (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 1.01  Entry into a Material Definitive Agreement.

      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.

      Applied is  currently  a shell  company  with  nominal  assets  whose sole
business  has been to  identify,  evaluate  and  investigate  various  operating
companies to complete a business  combination.  Our board of directors  approved
sale of Norwood's controlling interest in Applied to KI Equity as it believes KI
Equity and  Applied's new  management  will be better able to recover some value
for Applied's stockholders by the adoption and implementation of a plan to seek,
investigate and, if the results of such investigation warrants, effect a reverse
merger transaction 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.

      The closing of the transactions  under the Purchase  Agreement occurred on
December 29, 2005  ("Closing").  Immediately  prior to the Closing,  Norwood and
Mark  R.  Littell  entered  into a  release  agreement  with  Applied  ("Release
Agreement")  under which Mark R. Littell and Norwood  agreed to release  Applied
from any and all debts and  obligations  owed by Applied to Mark R.  Littell and
Norwood and its affiliated companies,  subsidiaries and controlling persons. The
Release Agreement is attached as an Exhibit to this Current Report.


<PAGE>

      Immediately following the Closing,  Applied has 2,953,941 shares of common
stock outstanding. KI Equity owns 2,281,302 shares of Applied's common stock, or
approximately 77.2% of the outstanding shares.

      Effective as of the Closing,  Kevin R.  Keating was  appointed  President,
Secretary,  Treasurer  and a director of Applied.  Concurrently,  the  principal
executive  office of Applied was moved to 936A  Beachland  Boulevard,  Suite 13,
Vero Beach, FL 32963.

      The Purchase Agreement  contemplates that Mark R. Littell will 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.  As  such,  Mark R.  Littell  is  expected  to  submit  his
resignation  as a director of Applied  after the Closing  and  effective  on the
eleventh day following the filing and mailing of the information statement.

      There will be a change of control of Applied  only upon Mark R.  Littell's
resignation as a director becoming effective.  Mark R. Littell has indicated his
intent to resign as a director  effective  on the  eleventh  day  following  the
filing  and  mailing  of the  information  statement.  We intend  to report  the
resignation of Mark R. Littell as a director of Applied and the resulting change
of control of Applied on a Current Report on Form 8-K once such  resignation and
change of control become 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 the Closing,  Mark R. Littell  resigned as Chief Executive
Officer and Chief Financial Officer of Applied. These resignations were not as a
result of any disagreement between Applied and any of the resigning officers.

      Effective as of the Closing,  Kevin R.  Keating was  appointed  President,
Secretary, Treasurer and a director of Applied.

      Mr.  Keating is an  investment  executive  and for the past nine years has
been the  Branch  Manager  of the Vero  Beach,  Florida,  office of  Brookstreet
Securities  Corporation.  Brookstreet  is a  full-service,  national  network of
independent investment professionals.  Mr. Keating services the investment needs
of private clients with special emphasis on equities. For more than 35 years, he
has been engaged in various aspects of the investment  brokerage  business.  Mr.
Keating began his Wall Street  career with the First Boston  Company in New York
in 1965.  From 1967  through  1974,  he was  employed  by several  institutional
research  boutiques where he functioned as Vice President  Institutional  Equity
Sales.  From 1974 until 1982, Mr. Keating was the President and Chief  Executive
Officer of Douglas  Stewart,  Inc., a New York Stock Exchange member firm. Since
1982,  he  has  been  associated  with  a  variety  of  firms  as  a  registered
representative  servicing the needs of individual  investors.  Mr. Keating is 64
years of age.


<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.

Item 9.01  Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None

      (b)   Pro forma financial information. None

      (c)   Exhibits.

            10.16 Release Agreement between Applied Spectrum Technologies, Inc.,
                  Norwood  Venture Corp.  and Mark R. Littell dated December 28,
                  2005.


<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:  December 29, 2005                By: /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating, President


<PAGE>


                                  Exhibit Index

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


10.1        Release  Agreement  between  Applied  Spectrum  Technologies,  Inc.,
            Norwood Venture Corp. and Mark R. Littell dated December 28, 2005.

----------- --------------------------------------------------------------------
{"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": "051292122"}, "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)

                                December 29, 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)

                                65 Norwood Avenue
                            Upper Montclair, NJ 07043
          (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 1.01  Entry into a Material Definitive Agreement.

      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.

      Applied is  currently  a shell  company  with  nominal  assets  whose sole
business  has been to  identify,  evaluate  and  investigate  various  operating
companies to complete a business  combination.  Our board of directors  approved
sale of Norwood's controlling interest in Applied to KI Equity as it believes KI
Equity and  Applied's new  management  will be better able to recover some value
for Applied's stockholders by the adoption and implementation of a plan to seek,
investigate and, if the results of such investigation warrants, effect a reverse
merger transaction 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.

      The closing of the transactions  under the Purchase  Agreement occurred on
December 29, 2005  ("Closing").  Immediately  prior to the Closing,  Norwood and
Mark  R.  Littell  entered  into a  release  agreement  with  Applied  ("Release
Agreement")  under which Mark R. Littell and Norwood  agreed to release  Applied
from any and all debts and  obligations  owed by Applied to Mark R.  Littell and
Norwood and its affiliated companies,  subsidiaries and controlling persons. The
Release Agreement is attached as an Exhibit to this Current Report.
Immediately following the Closing,  Applied has 2,953,941 shares of common
stock outstanding. KI Equity owns 2,281,302 shares of Applied's common stock, or
approximately 77.2% of the outstanding shares.

      Effective as of the Closing,  Kevin R.  Keating was  appointed  President,
Secretary,  Treasurer  and a director of Applied.  Concurrently,  the  principal
executive  office of Applied was moved to 936A  Beachland  Boulevard,  Suite 13,
Vero Beach, FL 32963.

      The Purchase Agreement  contemplates that Mark R. Littell will 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.  As  such,  Mark R.  Littell  is  expected  to  submit  his
resignation  as a director of Applied  after the Closing  and  effective  on the
eleventh day following the filing and mailing of the information statement.

      There will be a change of control of Applied  only upon Mark R.  Littell's
resignation as a director becoming effective.  Mark R. Littell has indicated his
intent to resign as a director  effective  on the  eleventh  day  following  the
filing  and  mailing  of the  information  statement.  We intend  to report  the
resignation of Mark R. Littell as a director of Applied and the resulting change
of control of Applied on a Current Report on Form 8-K once such  resignation and
change of control become 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 the Closing,  Mark R. Littell  resigned as Chief Executive
Officer and Chief Financial Officer of Applied. These resignations were not as a
result of any disagreement between Applied and any of the resigning officers.

      Effective as of the Closing,  Kevin R.  Keating was  appointed  President,
Secretary, Treasurer and a director of Applied.

      Mr.  Keating is an  investment  executive  and for the past nine years has
been the  Branch  Manager  of the Vero  Beach,  Florida,  office of  Brookstreet
Securities  Corporation.  Brookstreet  is a  full-service,  national  network of
independent investment professionals.  Mr. Keating services the investment needs
of private clients with special emphasis on equities. For more than 35 years, he
has been engaged in various aspects of the investment  brokerage  business.  Mr.
Keating began his Wall Street  career with the First Boston  Company in New York
in 1965.  From 1967  through  1974,  he was  employed  by several  institutional
research  boutiques where he functioned as Vice President  Institutional  Equity
Sales.  From 1974 until 1982, Mr. Keating was the President and Chief  Executive
Officer of Douglas  Stewart,  Inc., a New York Stock Exchange member firm. Since
1982,  he  has  been  associated  with  a  variety  of  firms  as  a  registered
representative  servicing the needs of individual  investors.  Mr. Keating is 64
years of age.
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.

Item 9.01  Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. None

      (b)   Pro forma financial information. None

      (c)   Exhibits.

            10.16 Release Agreement between Applied Spectrum Technologies, Inc.,
                  Norwood  Venture Corp.  and Mark R. Littell dated December 28,
                  2005.
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:  December 29, 2005                By: /s/ Kevin R. Keating
                                           -------------------------------------
                                           Kevin R. Keating, President
Exhibit Index

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

10.1        Release  Agreement  between  Applied  Spectrum  Technologies,  Inc.,
            Norwood Venture Corp. and Mark R. Littell dated December 28, 2005.

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