U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|  ANNUAL REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

                         Commission File Number: 0-16397

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                      41-2185030
   (State or other jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

                          Changjiang Tower, 23rd Floor
                               No. 1 Minquan Road
                           Wuhan, Hubei Province, PRC
                    (Address of principal executive offices)

                               +86 (27) 8537-5532
                           (Issuer's telephone number)

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                     Common Stock, Par Value $.001 Per Share
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES |X| NO |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES |_| NO |X|

Issuer's revenues for its most recent fiscal year: $0

As of September 30, 2006, 5,354,091 shares of the registrant's Common Stock were
outstanding. The aggregate market value of the voting common equity held by
non-affiliates (based on the closing bid price of such stock as reported on
September 30, 2006 by the NASD Over-the-Counter Bulletin Board) was
approximately $267,705.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

           Transitional Small Business Disclosure Format (Check One):
                                 Yes |_| No |X|

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Item Number and Caption

PART I

Item 1.    Description of Business.......................................     1

Item 2.    Description of Properties.....................................     5

Item 3.    Legal Proceedings.............................................     6

Item 4.    Submission of Matters to a Vote of Security Holders...........     6

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters......     6

Item 6.    Management's Discussion and Analysis or Plan of Operations....     7

Item 7.    Financial Statements..........................................    11

Item 8.    Changes in and Disagreements With Accountants on Accounting
             and Financial Disclosure....................................    11

Item 8A.   Controls and Procedures.......................................    11

PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act...........    12

Item 10.   Executive Compensation........................................    14

Item 11.   Security Ownership of Certain Beneficial Owners and
             Management..................................................    14

Item 12.   Certain Relationships and Related Transactions................    15

Item 13.   Exhibits and Reports on Form 8-K..............................    15

Item 14.   Principal Accountant Fees and Services........................    17

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Summary

      Applied Spectrum Technology, Inc. ("we", "us", "our", or the "Company")
plans to seek a target company with which to merge or to complete a business
combination. In any transaction, we will be the surviving entity, and our
stockholders will retain a percentage ownership interest in the post-transaction
company. The amount of the retained equity ownership by our stockholders will be
negotiated by our management and the target company. We currently are a shell
company and have nominal assets and business operations.

      We will not restrict our search to any specific business, industry or
geographic location, and we may participate in a business venture of virtually
any kind or nature. This discussion of our plan for acquiring an operating
business is purposefully general, and it is not meant to be restrictive of the
virtually unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business venture because of our nominal assets and limited financial
resources.

      We may require additional financing to execute our plan to acquire an
operating company. The accompanying financial statements include a "going
concern" explanatory paragraph from our accountants.

History and Recent Developments

      We were organized as a Minnesota corporation on February 17, 1982. The
technology on which our original products were based, including Spread Spectrum
Technology, permit data and telemetry to be transmitted simultaneously over
telephone wire without interfering with normal voice service. Our were known as
data/voice multiplexing ("DVM") equipment and were aimed at operating telephone
companies in the telecommunications market. Our lack of financial resources
caused us to pursue a plan of dissolution as approved by our Board of Directors
and approved by our shareholders on November 30, 1993.

      During fiscal 1994, we began implementing a plan of voluntary dissolution
pursuant to Minnesota law that was approved by our shareholders at a Special
Shareholders' Meeting held on November 30, 1993. Under our plan of dissolution,
most of our assets were sold during 1994 with some payments deferred into 1995
and beyond. The recovery period ran through 1997. During fiscal 1995, most of
the tangible asset sales were collected and only technology licenses remained to
be collected. During fiscal 1996, we continued to collect license fees and
payments on one equipment lease. The results of the plan of dissolution were
successful and all liabilities and expenses were either paid or were covered in
reserves.

      On November 17, 2000, a Special Meeting of the shareholders of the Company
was held at which time the plan of dissolution was revoked. Pursuant to the
proposal for revocation, a liquidating dividend of approximately $212,000 was
paid pro-rata to our shareholders in August 2001. We have been inactive since
1994.

      On October 7, 2005, we and Applied Spectrum Technologies, Inc., a Delaware
corporation ("Applied - Delaware") entered into a certain Agreement and Plan of
Merger ("Plan of Merger"). Pursuant to the Plan of Merger, subject to
stockholder approval, we were to merge with and into Applied - Delaware for the
purposes of the redomestication from the State of Minnesota to the State of
Delaware (the "Merger"). On October 24, 2005, we filed a Definitive Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended, with the Securities and Exchange Commission for the purpose of voting
on the Merger.

      On November 14, 2005, the holders of a majority of our outstanding shares
of common stock approved the Merger. The Merger was completed on November 17,
2005, and the Articles of Merger were filed with the States of Minnesota and
Delaware on November 17, 2005.


                                       1

<PAGE>

      On December 14, 2005, Norwood Venture Corp.("Norwood"), a former
shareholder of the Company and KI Equity Partners III, LLC ("KI Equity") entered
into a certain securities purchase agreement, as amended, under which KI Equity
agreed to purchase and Norwood agreed to sell an aggregate of 2,281,302 shares
of common stock of the Company, representing approximately 77.2% of the
Company's outstanding shares of common stock, to KI Equity at a price of
$175,000. The closing of the transactions under the Purchase Agreement occurred
on December 29, 2005.

      Kevin R. Keating is the father of Timothy J. Keating, the majority member
of Keating Investments, LLC. Keating Investments, LLC is the managing member of
KI Equity Partners III, LLC, which is the party acquiring the controlling
interest in us pursuant to the Purchase Agreement. 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
Spectrum's common stock to be acquired by KI Equity Partners III, LLC.

      Effective September 7, 2006, we entered into an Exchange Agreement
("Exchange Agreement") with KI Equity Partners III, LLC, a Delaware limited
liability company ("KI Equity"), Ever Leader Holdings Limited, a company
incorporated under the laws of Hong Kong SAR ("Ever Leader"), and each of the
equity owners of Ever Leader (the "Ever Leader Shareholders").

      Under the terms of the Exchange Agreement, we will, at closing of the
exchange transaction ("Closing"), acquire all of the outstanding capital stock
and ownership interests of Ever Leader (the "Interests") from the Ever Leader
Shareholders, and the Ever Leader Shareholders will transfer and contribute all
of their Interests to the Company. In exchange, we will issue to the Ever Leader
Shareholders 64,942,360 shares of the Company's common stock.

      Following completion of the exchange transaction (the "Exchange"), Ever
Leader will become a wholly-owned subsidiary of the Company. The consummation of
the Exchange is contingent on a minimum of $10,000,000 (or such lesser amount as
mutually agreed to by Ever Leader and the placement agent) being subscribed for,
and funded into escrow, by certain accredited and institutional investors
("Investors") for the purchase of shares of the Company's Common Stock promptly
after the closing of the Exchange under terms and conditions approved by the
Company's board of directors immediately following the Exchange ("Financing").
The closing of the Financing will be contingent on the closing of the Exchange,
and the Exchange will be contingent on the closing of the Financing.

      We believe that, following the proposed change of control transaction, we
will continue to seek, investigate and, if the results of the investigation
warrant, effectuate 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, which will have virtually unlimited discretion in searching
for, negotiating and entering into a business combination transaction.

Employees

      We currently do not have any employees. Our sole officer and director,
Kevin R. Keating, serves in such capacities without salary or bonus. Upon
accepting his position as an officer and director in January 4, 2006, we issued
shares of our common stock to Mr. Keating as compensation for services rendered.

      We have entered into a contract on January 1, 2006 with Vero Management,
LLC ("Vero") for managerial and administrative services. Vero has not been
engaged to provide, and Vero does not render, legal, accounting, auditing,
investment banking or capital formation services. Vero is owned and managed by
Mr. Keating. We pay Vero $2,500 per month for services provided to us.


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Risk Factors

      An investment in our common stock involves investment risks and the
possibility of the loss of an investor's entire investment. A prospective
investor should evaluate all information about us and the risk factors discussed
below in relation to his financial circumstances before investing in us.

      1. No Current Operating Business. We currently have no relevant operating
business, revenues from operations or assets. Our business plan is to seek a
merger or business combination with an operating business. We face all of the
risks inherent in the investigation, acquisition, or involvement in a new
business opportunity. An investor's purchase of any of our securities must be
regarded as placing funds at a high risk in a new or "start-up" venture with all
of the unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.

      2. No Assurance of Success or Profitability. There is no assurance that we
will acquire a suitable and favorable business opportunity in a reverse merger
transaction. In addition, even if we become involved in a business opportunity,
there is no assurance that the business we acquire will generate revenues or
profits, or that the value of our common stock will increase as a result of the
acquired business opportunity.

      3. Possible Business - Highly Risky. Although we have entered into a Share
Exchange Agreement, such transaction has not yet closed. An investor can expect
a potential business opportunity to be quite risky. Our acquisition of or
participation in a business opportunity could result in a total loss to our
investors and stockholders if the target business is unsuccessful. Further, any
investment in us may continue to be highly illiquid.

      4. Type of Business Acquired. Our investors and stockholders have to rely
on our management to determine which target business to pursue. There are no
controlling parameters of the business to be acquired. Thus, ultimately an
investment will depend on the target business and therefore investors in us will
be subject to all the risks that would be associated with that selected
business. Our management may have the right to approve and authorize a reverse
merger transaction with a target company without obtaining the vote of the
majority of our stockholders.

      5. Impracticability of Exhaustive Investigation. We have limited funds and
lack full-time management which will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business opportunity
before we commit our limited capital and other resources to acquire a target
business. Management decisions, therefore, likely will be made without detailed
feasibility studies, independent analysis, market surveys, and the like which,
if we had more funds available to us, would be desirable. We will be
particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking to be acquired by us.

      6. Lack of Diversification. Because of our limited financial resources, it
is unlikely that we will be able to diversify our acquisitions or operations.
The inability to diversify our activities into more than one area will subject
our investors and stockholders to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
investment. We only intend to acquire a single business opportunity and thus
your investment will lack diversification.

      7. Possible Reliance upon Unaudited Financial Statements. We will require
audited financial statements from target companies that we propose to acquire.
No assurance can be given, however, that audited financials will be available at
the closing of the reverse merger transaction. In cases where audited financials
are unavailable, we will have to rely upon unaudited information received from
target companies' management that has not been verified by outside auditors. We,
at the time of acquisition, will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that the shell company
acquires. Consequently, acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are applicable. But, in
cases where we have completed a reverse merger transaction in reliance on
unaudited financial statements and audited statements cannot subsequently be
obtained, the continued ability of the post-transaction company to remain a
reporting company and publicly trading will be in jeopardy and may significantly
reduce the value of your investment.


                                       3

<PAGE>

      8. Investment Company Regulation. We do not intend to become classified as
an "investment company" under the Investment Company Act of 1940 (the
"Investment Act"). We believe that we will not become subject to regulation
under the Investment Act because (i) we will not be engaged in the business of
investing or trading in securities, and (ii) any acquisition undertaken will
result in the target company obtaining a majority interest in us. Should there
be a requirement to register as an investment company, it would cause
significant registration and compliance costs. Any violation of the Investment
Act will subject us to materially adverse consequences. Should the SEC find that
we are subject to the Investment Act, and order registration under the
Investment Act, we would resist such finding and take steps to avoid such
registration. Irrespective of whether the SEC or we were to prevail in such
dispute about whether or not we are an investment company, however, the damages
and delays would be costly.

      9. Other Regulation. Any acquisition made by us may be of a business that
is subject to regulation or licensing by federal, state, or local authorities.
Foreign companies may also be considered, and be subject to similar business
regulations as are applicable in the United States and also may be subject to
limitations on ownership by foreign persons and entities. Compliance with such
regulations and licensing can be expected to be a time-consuming, expensive
process and may limit our other investment opportunities. We intend to pursue
potential business opportunities in foreign countries, including China, and as
such, such opportunities will be subject to foreign country laws and regulations
affecting foreign investment, business operations, currency exchange,
repatriation of profits, and taxation, which will increase the risk of your
investment.

      10. Dependence upon Management. We will be heavily dependent upon the
skills, talents, and abilities of our management to implement our business plan.
Our management may devote limited time to our affairs, which may be inadequate
for our business, and may delay the acquisition of any business opportunity
considered. Furthermore, management has little experience in seeking,
investigating, and acquiring businesses and will depend upon its limited
business knowledge in making decisions regarding our acquisition of a business
opportunity. Because investors will not be able to evaluate the merits of
possible business acquisitions by us, they should critically assess the
information concerning the management.

      11. Dependence upon Outside Advisors. To supplement the business
experience of management, we may be required to employ accountants, technical
experts, appraisers, attorneys, or other consultants or advisors. Some of these
outside advisors may be our affiliates or their affiliated entities. The
selection of any such advisors will be made by our management without any input
from stockholders.

      12. Conflicts of Interest. Our management has other business interests to
which they will devote primary attention. As a result, conflicts of interest may
arise that can be resolved only through the exercise by them of their judgment
as may be consistent with their fiduciary duties. Our 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 our stockholders and for which there will be no recourse.

      13. Need for Additional Financing. In all likelihood we will need
additional funds to take advantage of any available acquisition business
opportunity. Even if we were to obtain sufficient funds to acquire an interest
in a business opportunity, we may not have sufficient capital to fully exploit
the opportunity. Our ultimate success will depend upon our ability to raise
additional capital at the time of the acquisition and thereafter. When
additional capital may be needed, there can be no assurance that funds will be
available from any source or, if available, that they can be obtained on
acceptable terms.

      14. Borrowing Transactions. There is a possibility that any acquisition of
a business opportunity by us will require borrowing against the assets of the
business opportunity to be acquired, or against the projected future revenues or
profits of the business opportunity. This leverage could increase our exposure
to larger losses. There is no assurance that any business opportunity acquired
through borrowing and leverage will generate sufficient revenues to cover the
related debt and expenses.

      15. No Foreseeable Dividends. We do not intend to pay any dividends. We do
not foresee making any cash distributions in the manner of a dividend or
otherwise.


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<PAGE>

      16. Loss of Control by Present Management and Stockholders. It is likely
that any acquisition of an operating company will result in a change in control
of the then current directors, officers and the stockholders. Therefore, our
management prior to the acquisition will be changed to those of the target
company and its stockholders, who will then control the combined company. At
that time, our stockholders will be at investment risk for the decisions about
the business by persons that they may not know or have any ability to influence
through a board seat or by the voting mechanism of stockholders.

      17. Dilutive Effects of Issuing Additional Common Stock. In any reverse
merger transaction, for tax reasons and management reasons, the owners of the
target company will be issued a large number of shares of common stock which
will dilute the ownership interest of our current stockholders. In addition, at
the time of the reverse merger, it will be likely that there will be additional
authorized but unissued shares that may be later issued by the then new
management for any purpose without the consent or vote of the stockholders. The
acquisition issuance and additional issuances that may occur will dilute the
interests of our stockholders after the reverse merger transaction.

      18. Thinly-traded Public Market. Our securities will be very thinly
traded, and the price if traded may not reflect the value of the company.
Moreover, there may be a reverse split of the shares which may not reflect the
value of the company either. There can be no assurance that there will be an
active market for our shares either now or after we complete the reverse merger.
The market liquidity will be dependant on the perception of the operating
business and any steps that its management might take to bring the company to
the awareness of investors. There can be no assurance given that there will be
any awareness generated. Consequently investors may not be able to liquidate
their investment or liquidate it at a price that reflects the value of the
business. If a more active market should develop, the price may be highly
volatile. Because there may be a low price for our securities, many brokerage
firms may not be willing to effect transactions in the securities. Even if an
investor finds a broker willing to effect a transaction in the securities, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.

      19. Possible Rule 144 Sales. The majority of our shares currently
outstanding are "restricted securities" within the meaning of Rule 144 under the
Securities Act of 1933, as amended (the "Act"). As restricted shares, these
shares may be resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemption from
registration under the Act and as required under applicable state securities
laws. Rule 144 provides in essence that a person who has held restricted
securities for a period of one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
non-affiliate after the restricted securities have been held by the owner for a
period of two years. Current stockholders who own 10% or more of our shares will
likely be deemed an affiliate until 90 days after a reverse merger is completed
with a target company. After such 90-day period, and assuming said shares have
been held for more than two years, these stockholders may be able to sell their
shares without volume restrictions. A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registrations of
our shares, may have a depressive effect upon the price of our shares in any
market that may develop.

ITEM 2. DESCRIPTION OF PROPERTIES.

      From January 1, 2006 to September 30, 2006, we operated from the offices
of Vero. We have a management agreement with Vero under which Vero provides us
with managerial and administrative services in exchange for $2,500 per month.

      We do not own any real or personal property nor do we have any plans to
acquire any real or personal property in the future. We do not own any
significant business operating assets. We do not maintain any policy of
insurance to insure any property or business operations.

ITEM 3. LEGAL PROCEEDINGS.


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      We are not aware of any pending or threatened legal proceedings in which
we are involved.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      There were no matters submitted to a vote of our stockholders during the
fourth quarter of the fiscal year ended September 30, 2006.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

      Our common stock was traded on the national, over-the-counter market under
the symbol ASTI after our initial public offering in January 1988. However, we
were notified by NASD that, due to low trading volume, it would not report
transactions in our common stock after October 13, 1989.

      On September 16, 2005, our common stock commenced quotation on the
Over-the-Counter Bulletin Board ("OTC BB") maintained by the NASD. Our trading
symbol is APSP. Our common stock trades only sporadically and has experienced in
the past, and is expected to experience in the future, significant price and
volume volatility. Based on information available to us, the high and low bid
quotation for our stock on the Over-the-Counter Bulletin Board during the period
from September 30, 2005 through September 30, 2006 was $0.15 and $0.75,
respectively. The quotations reflect inter-dealer prices and do not include
retail mark-ups, mark-downs or commissions. The prices do not necessarily
reflect actual transactions.

      The Company's transfer agent is Computershare Trust Company, Inc., 350
Indiana Street, Suite 800, Golden, Colorado, 80401.

      As of October 1, 2006, there were approximately 792 holders of record of
our common stock.

      Other than the liquidating dividend paid in August, 2001, we have never
declared or paid cash dividends on our common stock, and we do not intend to do
so in the foreseeable future. We currently intend to retain all earnings, if and
when generated, to finance our operations. The declaration of cash dividends in
the future will be determined by the board of directors based upon our earnings,
financial condition, capital requirements and other relevant factors.

      As a result of the Merger, effective November 17, 2005, the number of
shares of our authorized stock changed from 10,000,000 shares of common stock,
par value of $0.01 per share, to 150,000,000 shares of common stock, par value
of $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001
per share.

Recent Sales of Unregistered Securities.

On January 4, 2006, the Company issued 1,500,000 shares of its common stock to
KI Equity for a purchase price of $75,000, or $0.05 per share. The proceeds from
the purchase price were intended as working capital to pay expenses to maintain
the reporting status of the Company. Concurrently, the Company 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. The Company also issued 100,000 shares of its common stock to a
consulting firm for financial consulting services rendered to the Company valued
at $5,000, or $0.05 per share.


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<PAGE>

On March 10, 2006, the Company issued additional 700,000 shares of its common
stock to KI Equity for a purchase price of $35,000, 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 above shares of common stock 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
the holders with respect to the above shares.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements

      The following discussion may contain certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such statements are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans and objectives of management for future growth of the Company,
including plans and objectives related to the consummation of acquisitions and
future private and public issuances of the Company's equity and debt securities.
The forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this Form 10-KSB will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.

      The words "we," "us" and "our" refer to the Company. The words or phrases
"would be," "will allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or similar expressions
are intended to identify "forward-looking statements." Actual results could
differ materially from those projected in the forward looking statements as a
result of a number of risks and uncertainties, including but not limited to: (a)
limited amount of resources devoted to achieving our business plan; (b) our
failure to implement our business plan within the time period we originally
planned to accomplish; (c) because we are seeking to merge with an operating
business which has not yet been identified, you will be unable to determine
whether we will ever become profitable; and (d) other risks that are discussed
in this Form 10-KSB or included in our previous filings with the Securities and
Exchange Commission.

Plan of Operations

General Business Plan

      Our plan of operation is to seek a target company with which to merge or
to complete a business combination. In any transaction, we will be the surviving
entity, and our stockholders will retain a percentage ownership interest in the
post-transaction company. The amount of the retained equity ownership by our
stockholders will be negotiated by our management and the target company. We may
also be required to pay cash and/or equity fees to third parties that advise us
in connection with the merger or business combination, commonly refereed to as a
reverse merger. These third party advisors may include certain affiliates of
ours and their affiliated entities.

      Typically in connection with the reverse merger transaction involving us
and the target company, there will be a capital funding event for the target
business on a combined basis either at the time of the reverse merger or shortly
thereafter. This may be a private placement by either us or the target company,
if the funding event is contingent on the closing of the reverse merger. If the
funding event is after the reverse merger, it will likely be a public offering
or private placement of our securities. It will often be the case that the
liquidity opportunity for our existing stockholders will be tied to the ability
of the old and new investors of the target enterprise to have liquidity in the
market for their financial investment. Therefore, our stockholders may have to
continue to hold their investment or may face competition in being able to sell
their shares in the post-transaction business in the public market, which may
depress the price for such a volume of securities.


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<PAGE>

      We will not restrict our search to any specific business, industry or
geographic location, and we may participate in a business venture of virtually
any kind or nature. This discussion of our plan for acquiring an operating
business is purposefully general, and it is not meant to be restrictive of the
virtually unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business venture because of our nominal assets and limited financial
resources.

      We may seek a business opportunity with entities which have recently
commenced operations, or that desire to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

      We expect that the selection of a business opportunity will be complex and
risky. Due to general economic conditions, rapid technological advances being
made in some industries and shortages of available capital, we believe that
there are numerous potential targets with either sound business ideas or
operations seeking the benefits of a shell company that has complied with the
federal reporting requirements for public companies and is publicly trading.
Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all stockholders and other factors.
Potentially, available 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 of such business opportunities
extremely difficult and complex. We have, and will continue to have, limited
capital with which to provide the owners of business opportunities with any
significant cash or other assets. We will, however, be able to offer owners of
target candidates the opportunity to acquire a controlling ownership interest in
an issuer who has complied with the reporting requirements under federal
securities laws without incurring the cost and time required to conduct an
initial public offering.

      The analysis of new business opportunities will be undertaken by, or under
the supervision of, our management who will likely engage outside advisors to
assist us in this analysis. Some of these outside advisors may be affiliates of
ours or their affiliated entities. We intend to concentrate on identifying
preliminary prospective business opportunities which may be brought to our
attention through present associations of our officers and directors, or by our
advisors. In analyzing prospective business opportunities, we will consider such
matters as (i) available technical, financial and managerial resources; (ii)
working capital and other financial requirements; (iii) history of operations,
if any and prospects for the future; (iv) nature of present and expected
competition; (v) quality, experience and depth of management services; (vi)
potential for further research, development or exploration; (vii) specific risk
factors not now foreseeable but that may be anticipated to impact the proposed
activities of the company; (viii) potential for growth or expansion; (ix)
potential for profit; (x) public recognition and acceptance of products,
services or trades; (xi) name identification; and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity, we
or our advisors expect to meet personally with or interview management and key
personnel.

      We may also have to compensate certain advisors, finders and investment
banking firms for services rendered in connection with the identification of
target operating companies and the negotiation and completion of the
transaction. Due to our limited resources, it is expect that all or a portion of
this compensation will be in the form of our common stock or from cash provided
by the target company or the funding event. Additional issuance of our common
stock will have a further dilutive effect on the percentage of shares held our
stockholders.

      We will not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of time after closing
of the proposed transaction.

Acquisition Opportunities


                                       8

<PAGE>

      In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another company or entity. We may also acquire stock or
assets of an existing business. Our management may have the right to approve and
authorize a reverse merger transaction with a target company without obtaining
the vote of the majority of our stockholders. Further, upon consummation of a
reverse merger transaction, it is probable that our present management and
stockholders will no longer be in control of us. In addition, our management, as
part of the terms of the reverse merger transaction, may resign and may be
replaced by new directors without a vote of our stockholders. Any and all sales
of shares of our common stock may only be made in compliance with the securities
laws of the United States and any applicable state.

      It is anticipated that certain securities issued by us in connection with
the reverse merger would be issued in reliance upon exemptions from registration
under application federal and state securities laws. In some circumstances, as a
negotiated element of the reverse merger transaction, we will be asked to agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. In such a case, we will attempt
to negotiate the registration of some or all of our current outstanding shares
which are restricted, but there is no guarantee that this will be accomplished
or, if accomplished, that the registration rights identical. If such
registration occurs, it will be undertaken by the surviving entity after it has
successfully consummated a reverse merger and is no longer considered an
inactive company. The issuance of substantial additional securities by us in
connection with the reverse merger and their potential sale into any trading
market which may develop in our securities may have a depressive effect on the
value of our securities in the future. There is no assurance that such a trading
market will develop.

      While the actual terms of a reverse merger transaction cannot be
predicted, it is expected that the parties to any business transaction will find
it desirable to avoid the creation of a taxable event and thereby structure the
business transaction in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain
tax-free treatment under the Code, it may be necessary for the owners of the
acquired business to own 80 percent or more of the voting stock of the surviving
entity. In such event, the equity interest retained by our current stockholders
would be less than 20 percent of the issued and outstanding shares of the
surviving entity. This would result in significant dilution in the equity
interests of our stockholders.

      In addition to the tax considerations discussed above, it is likely that
in any reverse merger, and depending upon, among other things, the target
company's assets and liabilities, the equity interests of our stockholders after
the transaction will be a small percentage of the post-transaction company. The
percentage ownership may be subject to significant reduction in the event we
acquire a target company with significant assets and expectations of growth.

      We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of the
acquisition agreements cannot be predicted, generally such agreements will (i)
require specific representations and warranties by all of the parties; (ii)
specify certain events of default and remedies therefor; (iii) detail the terms
of closing and the conditions which must be satisfied by each of the parties
prior to and after closing; (iv) outline the manner of bearing costs, including
costs associated with our attorneys and accountants; (v) set forth
indemnification provisions; and (vi) include miscellaneous other terms.

      As stated above, we will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. Included in these requirements
is the affirmative duty to file independent audited financial statements as part
of a Current Report on Form 8-K, required to be filed with the SEC upon
consummation of a merger or acquisition, as well as audited financial statements
included in an Annual Report on Form 10-K (or Form 10-KSB, as applicable). If
such audited financial statements are not available at closing, or within time
parameters necessary to insure compliance with the reporting requirements under
federal securities laws, or if the audited financial statements provided do not
conform to the representations made by the business to be acquired, we will
attempt to negotiate a provision in the definitive closing documents to void the
transaction. However, there is no guarantee that we will be successful in
including such a provision and, in such case, the continued ability of the
post-transaction company to remain a reporting company and publicly trading may
be in jeopardy.

Share Exchange Agreement with Ever Leader


                                       9

<PAGE>

Effective September 7, 2006, we entered into an Exchange Agreement ("Exchange
Agreement") with KI Equity Partners III, LLC, a Delaware limited liability
company ("KI Equity"), Ever Leader Holdings Limited, a company incorporated
under the laws of Hong Kong SAR ("Ever Leader"), and each of the equity owners
of Ever Leader (the "Ever Leader Shareholders"). Under the terms of the Exchange
Agreement, we will, at closing of the exchange transaction ("Closing"), acquire
all of the outstanding capital stock and ownership interests of Ever Leader (the
"Interests") from the Ever Leader Shareholders, and the Ever Leader Shareholders
will transfer and contribute all of their Interests to APSP. In exchange, we
will issue to the Ever Leader Shareholders 64,942,360 shares of our common
stock.

Ever Leader owns 95% of the issued and outstanding capital stock of Hubei Tongji
Benda Ebei Pharmaceutical Co., Ltd., a China-Foreign Equity Joint Venture
company incorporated under the laws of the People's Republic of China ("Benda").
Mr. Yiqing Wan owns 5% of the issued and outstanding capital stock of Benda.
Benda owns: (i) 95% of the issued and outstanding capital stock of Jingling
Benda Pharmaceutical Co., Ltd., a company formed under the laws of the People's
Republic of China ("Jingling"); (ii) 95% of the issued and outstanding capital
stock of Yidu Benda Chemical Co., Ltd., a company incorporated under the laws of
the People's Republic of China ("Yidu"); and (iii) 75% of the issued and
outstanding capital stock of Beijing Shusai Pharyngitis Research Co., Ltd., a
company incorporated under the laws of the People's Republic of China
("Shusai"). Mr. Yiqing Wan owns: (i) 5% of the issued and outstanding capital
stock of Jingling; and (ii) 5% of the issued and outstanding capital stock of
Yidu. Mr. Feng Wang owns 25% of the issued and outstanding capital stock of
Shusai.

Following completion of the exchange transaction (the "Exchange"), Ever Leader
will become our wholly-owned subsidiary.

The consummation of the Exchange is contingent on a minimum of $10,000,000 (or
such lesser amount as mutually agreed to by Ever Leader and the placement agent)
being subscribed for, and funded into escrow, by certain accredited and
institutional investors ("Investors") for the purchase of shares of APSP Common
Stock promptly after the closing of the Exchange under terms and conditions
approved by our board of directors immediately following the Exchange
("Financing"). The closing of the Financing will be contingent on the closing of
the Exchange, and the Exchange will be contingent on the closing of the
Financing.

Subsequent Events

      On November 15, 2006, we acquired Ever Leader, Hong Kong based
pharmaceutical manufacturer in accordance with the Exchange Agreement. The
closing of the transaction took place on November 15, 2006 (the "Closing Date").
On the Closing Date, pursuant to the terms of the Exchange Agreement, we
acquired all of the outstanding capital stock and ownership interests of Ever
Leader from the Ever Leader Shareholders; and the Ever Leader Shareholders
transferred and contributed all of their Interests to us. In exchange, we issued
to the Ever Leader Shareholders 64,942,360 shares, or approximately 91.46% of
our common stock. On the Closing Date, Ever Leader became our wholly owned
subsidiary.

      Upon Closing, we received gross proceeds of $12,000,000 in connection with
the Financing from the Investors. Pursuant to Subscription Agreements entered
into with these Investors, we sold 480 Units, with each Unit consisting of
54,087 shares of our Common Stock, and Warrants to purchase 54,087 shares of our
Common Stock at an exercise price of $0.555 per share (the "Units"). The price
of each Unit was $25,000. We are required to register the Common Stock and the
shares underlying the Warrants issued in the Financing with the Securities and
Exchange Commission for resale by the Investors. After commissions and expenses,
we received net proceeds of approximately $10,470,000 from the Financing.

      Upon completion of the Exchange, and after giving effect to the Financing,
the Ever Leader Shareholders own 64,942,360 shares of Common Stock and the
Investors in the aggregate received 25,961,760 shares of our Common Stock. The
Ever Leader Shareholders and the Investors will own, in the aggregate,
90,904,120 of our issued and outstanding shares of common stock. Upon the
exercise of the Warrants to purchase an additional 25,961,760 shares of Applied
Spectrum's common stock sold in connection with the financing, the Investors and
the Ever Leader Shareholders will own, in the aggregate, 93.1% of our shares of
common stock, and our current stockholders will own approximately 4.3% of the
total outstanding shares of our common stock.


                                       10

<PAGE>

      Registration Rights

      The issuance of the Common Stock to the Ever Leader Shareholders is
intended to be exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to Regulation S and regulation D
promulgated thereunder and to Section 4(2) of the Securities Act. The issuances
of the Units to the Investors and the Warrants to the Placement Agent are
intended to be exempt from registration under the Securities Act pursuant to
Regulation D and Section 4(2) thereof and such other available exemptions. As
such, the Common Shares, the Warrants, and the common stock underlying the
Warrants upon conversion thereof 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. The registration
statement covering these securities will be filed with the SEC and with any
required state securities commission in respect of the Exchange and/or the
Financing.

      We have agreed to register for resale: (i) the shares of Common Stock
("Registered Common Stock"); and (ii) 150% of the shares of our common stock
underlying the Warrants ("Underlying Common Stock"), on a registration statement
to be filed with the SEC ("Registration Statement"). Such Registration Statement
shall be filed on or prior to sixty (60) days from the Closing of this Offering
(the "Filing Deadline") and shall be declared effective within 180 days from the
Closing Date (the "Effectiveness Deadline"). If the Registration Statement is
not filed by the Filing Deadline or does not become effective by the
Effectiveness Deadline or if we fail to maintain the effectiveness of the
Registration Statement, for any reason, we will be required to pay Investors in
cash an amount equal to 1% of the purchase price of each Unit held by Investors
on such Filing Deadline, Effectiveness Deadline or the first day of such failure
to maintain the Registration Period, as applicable, and for every 30 day period
(or part) thereafter, in each case until cured ("Registration Delay Payments"),
provided that the Registration Delay Payments shall not exceed 10% of the
purchase price of the Offering. In the event that the Registration Delay
Payments are not made in a timely manner, such Registration Delay Payments shall
bear interest at a rate of 1.5% per month until paid in full. We shall pay the
usual costs of such registration.

      Except as follows, no holder of any of our currently outstanding
securities has any registration rights with respect to the securities held by
them: (i) 2,400,000 shares of our Common Stock held by various parties, (ii)
4,481,302 shares of our Common Stock held by KI Equity; and (iii) 423,294 shares
of our Common Stock held by the principals of Anslow & Jaclin, LLP. We shall not
file any other registration statement for any of our securities (other than the
shares of Common Stock sold in this offering, the Underlying Common Stock and
the Common Stock underlying the Agent Warrants) until such time as the
Registration Statement has been filed and declared effective; provided, however,
we may, subject to stockholder approval, establish an equity performance or
stock option plan for the benefit of our employees and directors for up to 5% of
the outstanding shares of our Common Stock and file a registration statement to
register such shares on Form S-8 or a comparable form for such purpose.

      Placement Agent

Keating Securities, LLC (the "Placement Agent") acted as placement agent in
connection with the Financing. For their services, the Placement Agent received
a commission equal to 7.5% of the gross proceeds or approximately $900,000 from
the offering and a non-accountable expense allowance equal to 1.5% of the gross
proceeds or approximately $180,000. In addition, the Placement Agent received,
for nominal consideration, five-year warrants to purchase 2,596,176 shares of
our common stock, or 10% of the number of shares of Common Stock sold in the
offering, at an exercise price of $0.555 ("Placement Agent Warrants"). The
Placement Agent Warrants will have registration rights similar to the
registration rights afforded to the purchasers of the Units. We also paid for
the out-of-pocket expenses incurred by the Placement Agent and all purchasers in
the amount of approximately $100,000. As additional compensation for the
Placement Agent's services, we will also pay the Placement Agent a cash fee
("Warrant Solicitation Fee") with respect to the exercise, in whole or in part,
of any Warrant equal to 3.0% of the total exercise price of the Common Stock
issued in such exercise of such Warrant. We shall pay such cash Warrant
Solicitation Fees to the Placement Agent, in immediately available funds, within
three (3) business days following receipt, directly or indirectly, of any cash
or other proceeds from the exercise of such Warrant.


                                       11

<PAGE>

      Make Good Agreement

      Upon the Closing Date, Keating Securities, LLC, as the authorized agent of
the Investors (the "Investor Agent"), Applied Spectrum, Benda, Mr. Yiqing Wan
and Ms. Wei Xu, as individuals (collectively, the "XIA Shareholders") and Moveup
Investments Limited, a company organized under the laws of the British Virgin
Islands ("Moveup" and together with the XIA Shareholders, the "Depositors") will
enter into a Make Good Agreement (the "Make Good Agreement").

      Pursuant to the Make Good Agreement, we, together with Benda, have
presented financial projections indicating that we will report net income of at
least $9 million, with an allowable grace margin of $1 million, equating to net
income of $8 million for the fiscal year ending December 31, 2007 (the
"Performance Threshold"), based upon an audit conducted in conformity with
United States ("U.S.") Generally Accepted Accounting Principles ("GAAP") and
U.S. based auditing standards. As an inducement to the Investors in this
Offering, the Investor Agent, Applied Spectrum, Benda, the Depositors, and
Computershare Trust Company, Inc., the transfer agent for Applied Spectrum (the
"Shares Escrow Agent"), have entered into a Make Good Escrow Agreement (the
"Make Good Escrow Agreement") whereby the Depositors have agreed that they will
place a total of 15 million shares (to be equitably adjusted for stock splits,
stock dividends, and similar adjustments) of our common stock into escrow (the
"Escrow Shares") at the Closing for the benefit of the Investors in the event
that we fail to satisfy the Performance Threshold ("Make Good Provision").

      On or prior to sixty (60) days from the Closing Date of the Securities
Purchase Agreement, as defined therein, (the "Audited Financial Statement
Delivery Deadline"), we are required under the Securities Purchase Agreement to
deliver to the Investors its financial statements for the years ending December
31, 2004 and December 31, 2005, audited by Rotenberg & Company, LP (the "New
Audit Financial Statements"), prepared in accordance with GAAP, during each year
involved and fairly presenting in all material respects our financial position
as of the dates thereof and the results of our operations and cash flows for
each such year then ended.

      If either the new audited revenue ("New Audited Revenue") or the new
audited cash flow from operations ("New Audited Cash Flows from Operations")
from the financial statements audited by Rotenberg & Company, LP are more than
10% less than the old audited revenue ("Old Audited Revenue") or the old audited
cash flow from operations ("Old Audited Cash Flows from Operations") audited by
Moen and Company LLP, then we and the Investor Agent shall promptly provide a
joint written instruction to the Shares Escrow Agent to deliver as promptly as
practicable to each Investor such number of Escrow Shares equal to the product
of (x) the New Financial Statement Escrow Shares (as defined below) and (y) the
quotient of (A) the number of shares of Common Stock acquired by such Investor
in the Offering and (B) the number of shares of Common Stock acquired by all
Investors in the Offering. For purposes of this Agreement, "New Financial
Statement Escrow Shares" means such number of Escrow Shares equal to the product
of (x) one million and (y) the greater of the number of percentage points in
excess of 10% in which (A) the Old Audited Revenues exceeds the New Audited
Revenues and (B) the Old Audited Cash Flow from Operations exceeds the New Cash
Flow From Operations; provided, that such number of New Financial Statement
Escrow Shares shall be capped at the total number of Escrow Shares deposited
with the Shares Escrow Agent.

      We will adopt the calendar year end as our fiscal year end. We shall
provide to the Placement Agent our audited fiscal year 2007 financial statements
("FY2007 Financial Statements"), prepared in accordance with U.S. GAAP on or
before March 31, 2008 so as to allow the Placement Agent the opportunity to
evaluate whether our actual reported net income for 2007 ("FY07 ARNI") meets the
Performance Threshold. For the purpose of the Make Good Provision, in
calculation of the FY07 ARNI, any non-cash charges incurred as a result of the
Offering (due to possible non-cash amortization on warrants charged to the
Company's results of operation) will be added back to FY07 ARNI.

      In the event the Performance Threshold is not attained, we shall provide
written instruction to the escrow agent to deliver as promptly as practicable to
the Investors holding at least 100 shares of Common Stock as of April 10, 2008
(the "Eligible Investors"), an amount of Escrow Shares based from the following
formula (the "Released Escrow Shares"):


                                       12

<PAGE>

      (($8 million - FY07 Net Income) / $8 million) X Escrow Shares

      The Released Escrow Shares shall be capped at the number of Escrow Shares
remaining in escrow after the distribution of the New Financial Statement Escrow
Shares, if any.

      The stock certificates evidencing the Released Escrow Shares shall be
registered in the name of each Investor according to their pro rata portion of
the Released Escrow Shares. Each Investor's pro rata portion of the Released
Escrow Shares shall be equal to such Investor's pro rata portion of the Escrow
Shares. The investors' pro rata portion of the Escrow Shares shall be based on
the respective number of shares of Applied Spectrum capital stock acquired by
each Investor during the Offering pursuant to its Subscription Agreement. Only
those investors who remain as our shareholders at the time that any Escrow
Shares become deliverable shall be entitled to their pro rata portion of the
Escrow Shares. The Shares Escrow Agent shall release the Escrow Shares to the
Investor Agent, who shall thereafter promptly deliver to the Investors such
stock certificates.

      We will ensure that the Released Escrow Shares will be registered under
Section 5 of the Securities Act of 1933 for purposes of resale, which
registration statement shall be filed with the SEC within 30 days of the
delivery of the Released Escrow Shares. The registration statement shall remain
effective and the prospectus constituting a part thereof available for delivery
in connection with the resale of the Released Escrow Shares for a period of 12
months commencing on the delivery date of the Released Escrow Shares.

Competition

      We are an insignificant participant among the firms which engage in the
reverse merger of shell companies into an operating business. There are many
established venture capital and financial concerns that have significantly
greater financial and personnel resources and technical expertise than we have.
In view of our limited financial resources and limited management availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors. As a result, we may not be able to find suitable target companies
with which to complete a reverse merger transaction.

Results of Operations

      For the year ended September 30, 2006, we had net income (loss) of $
(128,143), as compared with net income (loss) of $4,522 for the year ended
September 30, 2005. During the years ended September 30, 2006 and 2005, we were
inactive and had no sales revenue. We received interest income of $124 and $410
for the fiscal years ended September 30, 2006 and 2005, respectively, which has
been reflected in other income. Other income for the fiscal year ended September
30, 2006 totaling $25,000 relates to a portion of good faith deposit retained by
the Company following the termination of merger agreement.

      General and administrative expenses increased from $1,800 in the year 2005
to $153,267 for the year 2006. This increase is primarily the result of an
approximate $106,000 increase in professional fees incurred during year 2006 as
compared to the year 2005.

Liquidity and Capital Resources

      Our total assets as September 30, 2006 are $26,243, which are comprised of
cash. Our total liability as September 30, 2006 is $15,000. Total stockholders'
equity as of September 30, 2006 is $11,243.

      We have no current commitments under operating or capital leases and have
not entered into any contracts for financial derivative instruments such as
futures, swaps and options.

      The following is a summary of the Company's cash flows from operating,
investing, and financing activities:

                                           Year Ended           Year Ended
                                       September 30, 2006   September 30, 2005
                                       ------------------   ------------------
Cash Flows from Operating Activities        $(85,325)               $0
Cash Flows from Investing Activities            0                    0
Cash Flows from Financing Activities         111,568                 0
Net Change in Cash                          $ 26,243                $0


                                       13

<PAGE>

      Management considers it possible that additional funds may need to be
raised, either through loans or via private placements of common stock, to
sustain our liquidity in the near term.

Going Concern

      We have sustained recurring operating losses, currently have no source of
operating revenue, and have only limited working capital with which to pursue
our business plan, which contemplates the completion of a business combination
with an operating company. The amount of capital required to sustain operations
until the successful completion of a business combination is subject to future
events and uncertainties. It may be necessary for us to secure additional
working capital through loans or sales of common stock, and there can be no
assurance that such funding will be available in the future. These conditions
raise substantial doubt about our ability to continue as a going concern.
However, see Note 9 of the financial statements which mitigates the going
concern issue.

Critical Accounting Policies

      Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

      Deferred Taxes

      We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. Management regularly reviews our deferred tax assets for
recoverability and establishes a valuation allowance based on historical taxable
income, projected future taxable income, and the expected timing of the
reversals of existing temporary differences. Management has recorded a valuation
allowance to reduce deferred tax assets including those associated with net
operating losses. The assessment realization of deferred tax provisions is
dependent upon future taxable income, and based on historical evidence, it is
more likely than not that such provision will not be utilized. Further, in the
case of an acquisition of a new business by us, the ability of the
post-acquisition business to utilize our net operating losses may be
significantly impaired or eliminated. As of September 30, 2006, we have
established a valuation allowance equal to the net deferred tax asset, since
management is unable to determine that we will generate sufficient future
taxable income to allows us to realize the deferred tax asset.

ITEM 7. FINANCIAL STATEMENTS

      The following financial statements required by this item are filed
herewith following the signature page to this report:

                                                                         Page
                                                                      ----------
Report of Independent Registered Public Accounting Firm                     F-1a
Report of Previous Independent Registered Public Accounting Firm            F-1b
Balance Sheet - As of September 30, 2006                                     F-2
Statements of Operations - For the years ended September 30, 2006
  and 2005                                                                   F-3
Statement of Stockholders' Equity - For the years ended
  September 30, 2006 and 2005                                                F-4
Statements of Cash Flows - For the years ended September 30, 2006
  and 2005                                                                   F-5
Notes to Financial Statements                                         F-6 to F-8


                                       14

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      On November 14, 2006, we dismissed De Joya Griffith & Company, LLC ("De
Joya"), as our independent registered public accounting firm.

      The report of De Joya on the Company's financial statement for the fiscal
year ended September 30, 2005 did not contain an adverse opinion or disclaimer
of opinion. During the fiscal year ended September 30, 2005, our financial
statements did not contain any adverse opinions or disclaimers of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company and De Joya did not have any disagreements with regard
to any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure for the audited financials for the
fiscal year ended September 30, 2005 and subsequent interim period from October
1, 2005 through the date of dismissal. During the Company's fiscal year ended
September 30, 2005 and subsequent interim period from October 1, 2005 through
the date of dismissal, the Company did not experience any reportable events.

      On November 14, 2006, Rotenberg & Co. LLP ("Rotenberg") was engaged as our
new independent registered public accounting firm. Prior to engaging Rotenberg,
the Company had not consulted Rotenberg regarding the application of accounting
principles to a specified transaction, completed or proposed, the type of audit
opinion that might be rendered on the Company's financial statements or a
reportable event, nor did the Company consult with Rotenberg regarding any
disagreements with its prior auditor on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the prior auditor, would
have caused it to make a reference to the subject matter of the disagreements in
connection with its report.

      Commencing January 2007, Rotenberg has decided to no longer undertake
audits of Chinese based companies. Therefore, Schwartz Levitsky Feldman LLP, as
Rotenberg's sub-contractor on the Company's audit shall be the Company's
independent registered public accounting firm. The Company shall file an 8-K
regarding this change.

ITEM 8A. CONTROLS AND PROCEDURES

      As of the end of the period covered by this report, the Company conducted
an evaluation, under the supervision and with the participation of the President
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the 1934 Act. Based on this evaluation, the
President concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the 1934 Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.


                                       15

<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following table sets forth the names, positions and ages of our
executive officers and directors. All of our directors serve until the next
annual meeting of stockholders or until their successors are elected and
qualify. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the board of directors.

        Name           Age          Position
--------------------   ---   ----------------------
Kevin R. Keating (1)    66   President and Director

(1)   Mr. Keating became President and a director effective January 1, 2006.

Mr. Keating, sole Director and President of the Company, is an investment
executive and for the past ten 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 also the manager and sole member of Vero Management, LLC, which has a
management agreement with the Company.

Audit Committee and Audit Committee Financial Expert

      Our board of directors functions as an audit committee and performs some
of the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (3) engaging outside advisors. We are not a
"listed company" under SEC rules and is therefore not required to have an audit
committee comprised of independent directors. Our board of directors has
determined that its members do not include a person who is an "audit committee
financial expert" within the meaning of the rules and regulations of the SEC.
Our board of directors has determined that each of its members is able to read
and understand fundamental financial statements and has substantial business
experience that results in that member's financial sophistication. Accordingly,
the board of directors believes that each of its members have the sufficient
knowledge and experience necessary to fulfill the duties and obligations that an
audit committee would have.

Code of Ethics

      A code of ethics relates to written standards that are reasonably designed
to deter wrongdoing and to promote:

      o     Honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      o     Full, fair, accurate, timely and understandable disclosure in
            reports and documents that are filed with, or submitted to, the SEC
            and in other public communications made by an issuer;

      o     Compliance with applicable governmental laws, rules and regulations;

      o     The prompt internal reporting of violations of the code to an
            appropriate person or persons identified in the code; and

      o     Accountability for adherence to the code.


                                       16

<PAGE>

      Due to the limited scope of our current operations, we have not adopted a
corporate code of ethics that applies to its principal executive officer,
principal accounting officer, or persons performing similar functions.

Board Meetings; Nominating and Compensation Committees

      Our directors and officers do not receive remuneration from us unless
approved by the Board of Directors or pursuant to an employment contract. We
have no employment contracts currently in place. Directors may be paid their
expenses, if any, of attendance at such meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated fixed compensation as director. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. No compensation has been paid to our directors for attendance at any
meetings during the last fiscal year.

      We are not a "listed company" under SEC rules and are therefore not
required to have a compensation committee or a nominating committee. We do not
currently have a compensation committee. Our Board of Directors is currently
comprised of only one member, Kevin R. Keating, who is also Applied Spectrum's
sole officer acting as President. We have no employees, and any compensation for
our directors and officers must be approved by the Board of Directors.

      We neither have a nominating committee for persons to be proposed as
directors for election to the Board of Directors nor a formal method of
communicating nominees from shareholders. We do not have any restrictions on
shareholder nominations under our certificate of incorporation or by-laws. The
only restrictions are those applicable generally under Delaware law and the
federal proxy rules. Currently, the entire Board of Directors decides on
nominees, on the recommendation of the sole member of the Board of Directors who
is not independent. The Board of Directors will consider suggestions from
individual shareholders, subject to evaluation of the person's merits.
Stockholders may communicate nominee suggestions directly to the sole Board
member, accompanied by biographical details and a statement of support for the
nominees. The suggested nominee must also provide a statement of consent to
being considered for nomination. Although there are no formal criteria for
nominees, the Board of Directors believes that persons should be actively
engaged in business endeavors, have a financial background, and be familiar with
acquisition strategies and money management.

      Because the management and directors of the Company are the same person,
the Board of Directors has determined not to adopt a formal methodology for
communications from shareholders on the belief that any communication would be
brought to the Boards' attention by virtue of the co-extensive capacities served
by Kevin R. Keating.

Conflicts of Interest

      Certain conflicts of interest existed at September 30, 2006 and may
continue to exist between us and our sole officer and director due to the fact
that he has other business interests to which he devotes his attention. Each
officer and director may continue to do so notwithstanding the fact that
management time should be devoted to our business.

      Certain conflicts of interest may exist between us and our management, and
conflicts may develop in the future. We have not established policies or
procedures for the resolution of current or potential conflicts of interests
between us, our officers and directors or affiliated entities. There can be no
assurance that management will resolve all conflicts of interest in favor of us,
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. Our management will try to resolve conflicts to the best
advantage of all concerned.

Indemnification

      Under Delaware law and pursuant to our articles of incorporation and
bylaws, we may indemnify our officers and directors for various expenses and
damages resulting from their acting in these capacities. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our officers or directors pursuant to those provisions, our counsel
has informed us that, in the opinion of the SEC, this indemnification is against
public policy as expressed in the Securities Act, and is therefore
unenforceable.


                                       17

<PAGE>

Section 16(a) Beneficial Ownership Reporting

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that directors, executive officers and persons who own more than 10% of the
outstanding common stock of certain reporting companies file initial reports of
ownership and reports of changes in ownership in such common stock with the
Securities and Exchange Commission ("SEC"). Officers, directors and stockholders
who own more than 10% of the outstanding common stock of certain reporting
companies are required by the SEC to furnish such companies with copies of all
Section 16(a) reports they file. We are required to comply with Section 16(a).
Accordingly, stock ownership information contained in this report is based on
what is known to us.

ITEM 10. EXECUTIVE COMPENSATION

      The following Executive Compensation Chart highlights the compensation for
our executive officers. No other executive officers received salary and bonus in
excess of $100,000 for the prior three fiscal years.

<TABLE>
<CAPTION>
                                                                           Long Term Compensation
                                                                  ---------------------------------------
                                   Annual Compensation                      Awards              Payouts
                          -------------------------------------   -------------------------   -----------
      Name                                             Other      Restricted    Securities
       and                                            Annual         Stock      Underlying                    All Other
    Principal                                      Compensation    Award(s)      Options/         LTIP      Compensation
    Position       Year   Salary ($)   Bonus ($)        ($)           ($)      SARs (#) (2)   Payouts ($)        ($)
----------------   ----   ----------   ---------   ------------   ----------   ------------   -----------   ------------
<S>                <C>        <C>          <C>          <C>       <C>               <C>           <C>            <C>
Kevin R. Keating   2006       $0           $0           $0        100,000           N/A           N/A            N/A
(President)                                                       shares (1)
</TABLE>

(1)   On January 4, 2006, APSP issued 100,000 shares of its common stock to
      Kevin R. Keating for services rendered to APSP valued at $5,000, or $0.05
      per share.

      There was no other compensation paid to Kevin R. Keating during the fiscal
year ended September 30, 2006 in his capacity as an officer or director of the
Company. There were no option grants to Kevin R. Keating during the fiscal year
ended September 30, 2006, and no options were exercised by Kevin R. Keating
during the fiscal year ended September 30, 2006.

      We did not pay any compensation to any director in the year ended
September 30, 2006.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding Applied
Spectrum's common stock beneficially owned on November 1, 2006, for (i) each
shareholder Applied Spectrum knows to be the beneficial owner of 5% or more of
its outstanding common stock, (ii) each of Applied Spectrum'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
Spectrum'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 Information Statement, there are not any pending or anticipated
arrangements that may cause a change in control of Applied Spectrum. At November
1, 2006, 5,354,091 shares of Applied Spectrum's common stock were outstanding.


                                       18

<PAGE>

                                                                       Percent
                                                   Number of Shares       of
Name                                              Beneficially Owned    Shares
-----------------------------------------------   ------------------   -------
Kevin R. Keating
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963                              100,000(1)        1.2%

KI Equity Partners III, LLC
c/o Timothy J. Keating, Manager
5251 DTC Parkway, Suite 1090
Greenwood Village, Colorado 80111                    4,481,302(2)       83.7%

All Executive Officers and Directors as a group        100,000           1.2%

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

(2)   Timothy J. Keating is the manager of KI Equity and exercises sole voting
      and investment control over such shares. KI Equity is not owned by or
      affiliated with Kevin R. Keating and disclaims any beneficial interest in
      the shares of Applied Spectrum's common stock owned by Kevin R. Keating.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On January 1, 2006, the Company entered into a contract with Vero for
managerial and administrative services. Vero has not been engaged to provide,
and Vero does not render, legal, accounting, auditing, investment banking or
capital formation services. Kevin R. Keating is the manager of Vero. The term of
the contract is for one year. In consideration of the services provided, Vero
will be paid $2,500 for each month in which services are rendered.


                                       19

<PAGE>

      In connection with the Purchase Agreement, Mark R. Littell and Norwood
entered into an agreement releasing Applied from any and all claims they have
against Applied.

      During 2006, Norwood paid an accrued legal expense on behalf of Applied in
the amount of $1,568, which was recorded as additional paid-in capital.

      In connection with the Purchase Agreement, Applied Spectrum paid Norwood
approximately $18,936 for consulting services rendered by it to Applied
Spectrum.

      Other than the above transactions or otherwise set forth in this report 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. Also, we have not had any
transactions with any promoter. We are not a subsidiary of any company.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

      (a) Exhibits.

            The following exhibits are incorporated by reference or included as
part of this report:

Exhibit Number   Description
--------------   -----------
2.1              Articles of Merger between Applied Spectrum Technologies, Inc.,
                 a Minnesota corporation, and Applied Spectrum Technologies,
                 Inc., a Delaware corporation, together with the Agreement and
                 Plan of Merger. Incorporated by reference to Exhibit 2.1 of the
                 Company's Current Report on Form 8-K dated November 17, 2005
                 and filed on November 22, 2005.

3.1              Certificate of Incorporation of Applied Spectrum Technologies,
                 Inc., a Delaware corporation. Incorporated by reference to
                 Exhibit 3.3 of the Company's Current Report on Form 8-K dated
                 November 17, 2005 and filed on November 22, 2005.

3.2              Bylaws of Applied Spectrum Technologies, Inc., a Delaware
                 corporation. Incorporated by reference to Exhibit 3.4 of the
                 Company's Current Report on Form 8-K dated November 17, 2005
                 and filed on November 22, 2005.

31               Certification pursuant to Section 302 of the Sarbanes-Oxley Act
                 of 2002. Included as Exhibit in this Form 10-KSB.

32               Certification of Chief Executive Officer and Chief Financial
                 Officer of the Company, pursuant to 18 U.S.C. Section 1350, as
                 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                 2002. Included as Exhibit in this Form 10-KSB.

      (b) Reports on Form 8-K.

            On September 7, 2006, in its Current Report on Form 8-K dated
September 7, 2006, the Company reported the disclosing the entry into an
exchange agreement with KI Equity Partners III, LLC, Ever Leader Holdings
Limited, and each of the equity owners of Ever Leader Holdings Limited as
described elsewhere in this Report.


                                       20

<PAGE>

            On November 14, 2006, in its Current Report on Form 8-K dated
November 14, 2006, the Company reported the change of its certifying accountants
described more fully in Item 8 of this Report.

            On November 17, 2006, in its Current Report on Form 8-K dated
November 15, 2006, the Company reported the closing of exchange agreement
described more fully in Note 9 to the financial statements of this Report.


                                       21

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

      The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the audit of the
Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB (17 CFR 249.308a) or 10-QSB (17 CFR
249.308b) or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years was
$18,500 for the fiscal year ended September 30, 2005 and $19,000 for the fiscal
year ended September 30, 2006.

(2) AUDIT-RELATED FEES

      There were no fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of the Company's financial
statements.

(3) TAX FEES

      There were no fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning.

(4) ALL OTHER FEES

      There were no other fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.

RE-APPROVAL POLICIES AND PROCEDURES

      Before the accountant is engaged by the issuer to render audit or
non-audit services, the engagement is approved by the Company's the board of
directors acting as the audit committee.


                                       22

<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        APPLIED SPECTRUM TECHNOLOGIES, INC.


Date: January 11, 2007                  By: /s/ Yiqing Wan
                                            ------------------------------------
                                            Yiqing Wan, President

      In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
registrant and in the capacities and on January 11, 2007.

Signatures                              Title
----------                              -----


/s/ Yiqing Wan                          President
-------------------------------------

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                                                         Page
                                                                      ----------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-1a

REPORT OF PREVIOUS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            F-1b

BALANCE SHEETS                                                               F-2

STATEMENTS OF OPERATIONS                                                     F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                            F-4

STATEMENTS OF CASH FLOWS                                                     F-5

NOTES TO FINANCIAL STATEMENTS                                         F-6 to F-8

<PAGE>

Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
LICENSED PUBLIC ACCOUNTANTS
TORONTO, MONTREAL, OTTAWA


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Applied Spectrum Technologies,
Inc.:

We have audited the accompanying balance sheet of Applied Spectrum Technologies,
Inc. as at September 30, 2006 and the related statement of operations and
deficit, cash flows and changes in stockholders' equity for the year ended
September 30, 2006. These financial statements are the responsibility of the
management of Applied Spectrum Technologies, Inc. Our responsibility is to
express and opinion on these consolidated financial statements based on our
audit. The statements of operations, cash flows and changes in stockholder
equity for the year ended September 30, 2005 were audited by other auditors,
whose report dated December 22, 2005 expressed an opinion without reservation.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Applied Spectrum Technologies,
Inc. as of September 30, 2006 and the results of its operations and its cash
flows for the year ended September 30, 2006 in conformity with United States
generally accepted accounting.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has sustained recurring losses, has no source
of revenue and has limited working capital. These conditions raise substantial
doubt about the company's ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 9. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Toronto, Ontario, Canada                     /s/ Schwartz Levitsky Feldman llp
January 11, 2007                             Schwartz Levitsky Feldman llp
                                             Licensed Public Accountants


                                     F-1-A

<PAGE>

                         De Joya Griffith & Company, LLC
                   Certified Public Accountants & Consultants
                          2425 W. Horizon Ridge Parkway
                             Henderson, Nevada 89052

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


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM


To the Board of Directors and Stockholders
Applied Spectrum Technologies, Inc.
Upper Montclair, New Jersey

We have audited the accompanying balance sheet of Applied Spectrum Technologies,
Inc. as of September 30, 2005 and the related statements of operations,
stockholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Applied Spectrum Technologies,
Inc. as of September 30, 2005, and the results of its operations and cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States.


/s/ De Joya Griffith & Company, LLC
De Joya Griffith & Company, LLC
December 22, 2005
Henderson, Nevada

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

               Telephone (702) 563-1600 - Facsimile (702) 920-8049

                                     F-1-B

<PAGE>

<TABLE>
<CAPTION>
                       APPLIED SPECTRUM TECHNOLOGIES, INC.

                                  BALANCE SHEET
<S>                                                           <C>                       <C>

                                                              September 30, 2006        September 30, 2005
                                                              ------------------        ------------------
ASSETS

CURRENT ASSET
  Cash                                                           $     26,243              $          0
                                                                 ------------              ------------
  Other Assets                                                              0                    18,936
                                                                 ------------              ------------
TOTAL ASSETS                                                     $     26,243              $     18,936
                                                                 ============              ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable and accrued expenses                          $     15,000              $      1,568

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, 5,000,000
    shares authorized, none issued and outstanding                         --                        --
  Common stock, $0.001 par value, 150,000,000
    shares authorized; 5,354,091 and 2,953,941 shares
    issued and  outstanding, respectively                               5,354                    29,539
  Additional paid-in capital                                       16,210,416                16,064,213
  Accumulated deficit                                             (16,204,527)              (16,076,384)
                                                                 ------------              ------------
  Total stockholders' equity                                           11,243                    17,384
                                                                 ------------              ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $     26,243              $     18,936
                                                                 ============              ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-2

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS

                                                          For the Years Ended
                                                             September 30,
                                                        -----------------------
                                                           2006         2005
                                                        ----------   ----------
Revenue                                                 $       --   $       --

Operating expenses:
  General and administrative expenses                      153,267        1,800
                                                        ----------   ----------

Loss from operations                                      (153,267)      (1,800)

Other income (expense)
  Interest income                                              124          410
  Other income (Note 4)                                     25,000        5,912
                                                        ----------   ----------
Net income (loss) and comprehensive income (loss)       $ (128,143)  $    4,522
                                                        ==========   ==========
Net income (loss) per share (basic and diluted)         $    (0.03)  $     0.00*
                                                        ==========   ==========
Weighted average shares of common stock outstanding      4,598,069    2,953,941
                                                        ==========   ==========

*     Less than $ 0.01 per share

   The accompanying notes are an integral part of these financial statements.


                                       F-3

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                             Common Stock        Additional
                                         --------------------     Paid-in      Accumulated
                                           Share      Amount      Capital        Deficit       Total
                                         ---------   --------   -----------   ------------   ---------
<S>                                      <C>         <C>        <C>           <C>            <C>
Balance, September 30, 2004              2,953,941   $ 29,539   $16,062,413   $(16,080,906)  $  11,046

Contributed capital - rent                      --         --         1,800             --       1,800

Net income for the year ended
  September 30, 2005                            --         --            --          4,522       4,522
                                         ---------   --------   -----------   ------------   ---------
Balance, September 30, 2005              2,953,941     29,539    16,064,213    (16,076,384)     17,368

Effect of change in authorized capital
  stock and par value on 11/17/05               --    (26,585)       26,585             --          --

Contributed capital - rent                      --         --           450             --         450

Issuance of common stock for cash:
  1/4/06, 1,500,000 shares at $0.05
  per share                              1,500,000      1,500        73,500             --      75,000

Issuance of common stock for services:
  1/4/06, 200,000 shares at $0.05
  per share                                200,000        200         9,800             --      10,000

Issuance of common stock for cash:
  3/10/06, 700,000 shares at $0.05
  per share                                700,000        700        34,300             --      35,000

Additional paid-in capital for accrued
  legal expense paid by the former
  shareholder                                   --         --         1,568             --       1,568

Corrective issuance of common
  stock on 7/21/06                              50         --            --             --          --

Corrective issuance of common
  stock on 8/30/06                             100         --            --             --          --

Net loss for the year ended
  September 30, 2006                            --         --            --       (128,143)   (128,143)
                                         ---------   --------   -----------   ------------   ---------
Balance, September 30, 2006              5,354,091   $  5,354   $16,210,416   $(16,204,527)  $  11,243
                                         =========   ========   ===========   ============   =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-4

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS

                                                            For the Years Ended
                                                               September 30,
                                                            -------------------
                                                               2006       2005
                                                            ---------   -------
CASH FLOWS FROM OPERATIONS

Net income (loss)                                           $(128,143)  $ 4,522
Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
  Rent expense contributed                                        450     1,800
  Stock issued for services                                    10,000        --
  Accrued liabilities written-off as other income                  --    (5,912)
  Changes in:
    Accounts payable                                               --    (8,034)
    Accrued expenses                                           13,432       (20)
    Other assets                                               18,936     7,644
                                                            ---------   -------
Net cash used in operating activities                         (85,325)       --
                                                            ---------   -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                      111,568        --

Net change in cash                                             26,243        --

Cash, beginning of period                                          --        --
                                                            ---------   -------
Cash, end of period                                         $  26,243   $    --
                                                            =========   =======

   The accompanying notes are an integral part of these financial statements.


                                       F-5

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

1.    Summary of Significant Accounting Policies

      The Company

      Applied Spectrum Technologies, Inc. (the "Company") was incorporated on
      February 17, 1982 in the State of Minnesota and currently has minimal
      activities. The Company was previously engaged in the development,
      manufacture, marketing and sale of products for the digital transmission
      of data.

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

      Loss Per Share

      Loss per share is computed by dividing the net loss for the period by the
      weighted average number of shares of common stock. Outstanding stock
      options are not included in the loss per share calculations as they are
      anti-dilutive.

      Income Taxes

      The Company accounts for income taxes in accordance with Statement of
      Financial Accounting Standards No. 109, ("SFAS 109") "Accounting for
      Income Taxes." Under the asset and liability method, deferred income taxes
      are recognized for the tax consequences of "temporary differences" by
      applying enacted statutory tax rates applicable to future years to
      differences between the financial statements carrying amounts and the tax
      bases of existing assets and liabilities. Under SFAS 109, deferred tax
      assets may be recognized for temporay differences that will result in
      deductible amounts in future periods. A valuation allowance is recognized,
      if on the weight of available evidence, it is more likely than not that
      some portion or all of the deferred tax asset will not be realized.

      Comprehensive Income

      The Company has adopted SFAS No. 130, Reporting Comprehensive Income,
      which established standards for reporting and displaying comprehensive
      income, its components, and accumulated balances in a full-set of
      general-purpose financial statements.

2.    Going Concern

      We have sustained recurring operating losses, currently have no source of
      operating revenue, and have only limited working capital with which to
      pursue our business plan, which contemplates the completion of a business
      combination with an operating company. The amount of capital required to
      sustain operations until the successful completion of a business
      combination is subject to future events and uncertainties. It may be
      necessary for us to secure additional working capital through loans or
      sales of common stock, and there can be no assurance that such funding
      will be available in the future. These conditions raise substantial doubt
      about our ability to continue as a going concern. See Note 9 for
      additional information which mitigates the going concern issue.

3.    Stockholders' Equity (Deficit)

      The Company has authorized 150,000,000 shares of common stock, par value
      of $0.001 per share and 5,000,000 shares of preferred stock, par value
      $0.001 per share.

      As of September 30, 2006, there were 5,354,091 shares of common stock
      outstanding and no shares of preferred stock outstanding.

      There were no outstanding options or warrants at September 30, 2006.

4.    Other Income

      Pursuant to a Letter of Intent with Pro-Stars signed on March 27, 2006,
      the Company received a good faith deposit of $50,000. Other income
      totaling $25,000 for the year ended September 30, 2006 represents a
      forfeited deposit following the termination of the Merger Agreement on
      July 14, 2006.

5.    Income Taxes

      As a result of changes in ownership of the Company, pursuant to Internal
      Revenue Code Section 382, the utilization of the Net Operating Losses
      (NOL) will be substantially reduced. In addition, due to uncertainties
      surrounding the Company's ability to utilize the NOL in future years, the
      Company established a valuation allowance equal to the deferred tax asset.


                                      F-6

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

6.    Related Party Transactions

      The sole director of the Company, Kevin R. Keating, is the father of the
      managing member of Keating Investments, LLC. Keating Investments, LLC is
      the managing member of KI Equity Partners III, LLC, which is the majority
      shareholder of the Company.

      Effective January 1, 2006, the Company entered into a contract with Vero
      Management, L.L.C. ("Vero") for managerial and administrative services.
      Vero has not been engaged to provide, and Vero does not render, legal,
      accounting, auditing, investment banking or capital formation services.
      Kevin R. Keating, the sole director of the Company, is the manager of
      Vero. The term of the contract is for one year, but the contract may be
      terminated at any time by any party. In consideration of the services
      provided, Vero is paid $2,500 for each month in which services are
      rendered. A total of $22,500 was included in general and administrative
      expenses relating to this agreement for the year ended September 30, 2006.

7.    Recent Accounting Pronouncements

      In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB
      Statement No. 140, Accounting for Transfers and Servicing of Financial
      Assets and Extinguishments of Liabilities, with respect to the accounting
      for separately recognized servicing assets and servicing liabilities. This
      Statement is effective as of the beginning of its first fiscal year that
      begins after September 15, 2006. An entity should apply the requirements
      for recognition and initial measurement of servicing assets and servicing
      liabilities prospectively to all transactions after the effective date of
      this Statement.

      In September 2006, the FASB issued SFAS No. 157 and No. 158.

      Statement No. 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP),
      and expands disclosures about fair value measurements. This Statement
      applies under other accounting pronouncements that require or permit fair
      value measurements, the Board having previously concluded in those
      accounting pronouncements that fair value is the relevant measurement
      attribute. Accordingly, this Statement does not require any new fair value
      measurements. However, for some entities, the application of this
      Statement will change current practice.

      Statement No. 158 is an an amendment of FASB Statements No. 87, 88, 106,
      and 132(R). It improves financial reporting by requiring an employer to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes
      in that funded status in the year in which the changes occur through
      comprehensive income of a business entity or changes in unrestricted net
      assets of a not-for-profit organization. This Statement also improves
      financial reporting by requiring an employer to measure the funded status
      of a plan as of the date of its year-end statement of financial position,
      with limited exceptions.

      The Company does not expect application of SFAS No. 156, 157 and 158 to
      have a material affect on its financial statements.


                                      F-7

<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

8.    Closing of Exchange Agreement

      On November 15, 2006, the Company acquired Ever Leader Holdings Limited
      ("Ever Leader"), a Hong Kong based pharmaceutical manufacturer in
      accordance with a Share Exchange Agreement dated September 7, 2006
      ("Exchange Agreement") by and among APSP, KI Equity Partners III, LLC, a
      Delaware limited liability company, Ever Leader Holdings Limited, a
      company incorporated under the laws of Hong Kong SAR ("Ever Leader"), and
      each of the equity owners of Ever Leader (the "Ever Leader Shareholders").
      The close of the transaction (the "Closing") took place on November 15,
      2006 (the "Closing Date"). On the Closing Date, pursuant to the terms of
      the Exchange Agreement, the Company acquired all of the outstanding
      capital stock and ownership interests of Ever Leader from the Ever Leader
      Shareholders; and the Ever Leader Shareholders transferred and contributed
      all of their Interests to the Company. In exchange, the Company issued to
      the Ever Leader Shareholders 64,942,360 shares of the Company's common
      stock.

      On the Closing Date, Ever Leader became the Company's wholly owned
      subsidiary. The consummation of the Exchange was contingent on a minimum
      of $10,000,000 (or such lesser amount as mutually agreed to by Ever Leader
      and the placement agent) being subscribed for, and funded into escrow, by
      certain accredited and institutional investors for the purchase of shares
      of our common stock promptly after the closing of the Exchange under terms
      and conditions approved by our board of directors immediately following
      the Exchange ("Financing").

      Upon Closing, the Company received gross proceeds of $12,000,000 in
      connection with the Financing from the Investors. Pursuant to Subscription
      Agreements entered into with these Investors, the Company sold 480 Units,
      with each Unit consisting of 54,087 shares of the Company's Common Stock,
      and Warrants to purchase 54,087 shares of our Common Stock at an exercise
      price of $0.555 per share (the "Units"). The price of each Unit was
      $25,000.

      The Company is required to register the Common Stock and the shares
      underlying the Warrants issued in the Financing with the Securities and
      Exchange Commission for resale by the Investors. After commissions and
      expenses, the Company received net proceeds of approximately $10,470,000
      from the Financing.

      Upon completion of the Exchange, and after giving effect to the Financing,
      the Ever Leader Shareholders own 64,942,360 shares of Common Stock and the
      Investors in the aggregate received 25,961,760 shares of the Company's
      Common Stock. The Ever Leader Shareholders and the Investors will own, in
      the aggregate, 90,904,120 of our issued and outstanding shares of common
      stock. Upon the exercise of the Warrants to purchase an additional
      25,961,760 shares of Applied Spectrum's common stock sold in connection
      with the financing, the Investors and the Ever Leader Shareholders will
      own, in the aggregate, 93.1% of our shares of common stock, and the
      Company's current stockholders will own approximately 4.3% of the total
      outstanding shares of the Company's common stock.

      After the transaction, the Company's total number of shares outstanding as
      at September 30, 2006 are as follows:

Pre-Exchange Transaction and Financing Applied Spectrum Common
  Shares Outstanding:                                                  5,354,091
Applied Spectrum Common Shares Issued for all outstanding shares
  of Ever Leader:                                                     64,942,360
Applied Spectrum Common Shares Issued to Third Party Consultants:        706,195
Applied Spectrum Common Shares Issued to Accredited and
  Institutional Investors:                                            25,961,760
                                                                      ----------
Total Applied Spectrum Common Shares Outstanding Post-Exchange
  and Financing:                                                      96,964,406
                                                                      ==========

      As a result of the transaction, the Company has also issued warrants to
      purchase 25,961,760 shares of Applied Spectrum Common Stock, at an
      exercise price of $0.555 per share, that were included as part of the
      issuance of the 25,961,760 shares of Applied Spectrum Common Stock to
      certain accredited and institutional investors upon closing of the
      Exchange Transaction as described above. Another warrants to purchase
      2,596,176 shares of Applied Spectrum Common Stock, at an exercise price of
      $0.555 per share, has been issued to the placement agent who aided in the
      issuance of the 25,961,760 shares of Applied Spectrum Common Stock to
      certain accredited and institutional investors upon closing of the
      Exchange Transaction as described above.


                                      F-8

<PAGE>

                                  Exhibit Index

Exhibit
Number                            Description of Exhibit
-------   ----------------------------------------------------------------------
31        Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

32        Certification of Chief Executive Officer and Chief Financial Officer
          of the Company, pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                      F-9