United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

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

                  For the Quarterly Period Ended: June 30, 2005

                         Commission File Number: 0-16397

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

           Minnesota                                       41-1419457
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

       c/o Norwood Ventures, 65 Norwood Avenue, Upper Montclair, NJ 07043
                    (Address of principal executive offices)

                                 (973) 783-1117
                           (Issuer's telephone number)

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 |_|.

As of July 31, 2005, there were 2,953,941 shares of common stock, par value
$0.01 per share, outstanding.

Transitional Small Business Disclosure Format (check one):   Yes |_|  No |X|.

<PAGE>

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

       Item 1.  Financial Statements

           Condensed Balance Sheets as of June 30, 2005
           and September 30, 2004 (unaudited)                                1

           Condensed Statements of Operations for the three and
           nine month periods ended June 30, 2005 and 2004
           (unaudited)                                                       2

           Condensed Statements of Cash Flows for the nine month
           periods ended June 30, 2005 and 2004 (unaudited)                  3

           Notes to Financial Statements (unaudited)                        4-6

       Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations               7-12

       Item 3.  Controls and Procedures                                      13

   PART II.OTHER INFORMATION                                                 14

       Item 1.  Legal Proceedings
       Item 2.  Changes in Securities and Use of Proceeds
       Item 3.  Defaults upon Senior Securities
       Item 4.  Submission of Matters to a Vote of Security Holders
       Item 5.  Other information
       Item 6.  Exhibits and Reports on Form 8-K

           Signatures                                                        15

           Certifications
                Exhibit 31                                                 16-17
                Exhibit 32                                                   18
<PAGE>

PART I - FINANCIAL INFORMATION

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           June 30,             September 30,
                                                                             2005                    2004
                                                                       -----------------       ----------------
                                                                          (Unaudited)
<S>                                                                    <C>                     <C>
ASSETS

CURRENT ASSET
         Other assets                                                  $        15,664         $        26,580
                                                                       ---------------         ---------------

TOTAL ASSETS                                                           $        15,664         $        26,580
                                                                       ===============         ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts payable and accrued expenses                         $         4,325         $        15,534
                                                                       ---------------         ---------------

         Total Current Liabilities                                               4,325                  15,534

STOCKHOLDERS' EQUITY
         Common stock, $0.01 par value, 10,000,000
               shares authorized, 2,953,541 shares issued
               and outstanding                                                  29,539                  29,539
         Additional paid-in capital                                         16,063,763              16,062,413
         Accumulated deficit                                               (16,081,963)            (16,080,906)
                                                                       ---------------         ---------------

         Total Stockholders' Equity                                             11,339                  11,046
                                                                       ---------------         ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $        15,664         $        26,580
                                                                       ===============         ===============
</TABLE>

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


                                        1
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended              Nine Months Ended
                                                              June 30,                         June 30,
                                                 ----------------------------       ------------------------------
                                                     2005             2004              2005             2004
                                                 -----------      -----------       -----------      -------------
<S>                                              <C>              <C>               <C>              <C>
Revenue                                          $        --      $        --       $        --      $          --

Operating expenses:
         General and administrative
               expenses                                  450               --             1,350                 --
                                                 -----------      -----------       -----------      -------------

Loss from operations                                    (450)              --            (1,350)                --

Other income (expense):
         Interest expense                                 --               --                --                 --
         Interest income                                 102               38               293                118
                                                 -----------      -----------       -----------      -------------

Net income (loss)                                $      (348)     $        38       $    (1,057)     $         118
                                                 ===========      ===========       ============     =============

Net income (loss) per share
         (basic and diluted)                     $     (0.00)     $      0.00       $     (0.00)     $        0.00
                                                 ===========      ===========       ============     =============

Weighted average shares of
         common stock outstanding                  2,953,941        2,953,941         2,953,941          2,953,941
                                                 ===========      ===========       ============     =============
</TABLE>

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


                                        2
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Nine Months
                                                                                 Ended June 30,
                                                                            2005                 2004
                                                                       --------------       -------------
<S>                                                                    <C>                  <C>

CASH FLOWS FROM OPERATIONS
Net income (loss)                                                      $     (1,057)        $       118
Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
         Rent expense contributed                                             1,350                  --

         Changes in:
             Accounts payable                                               (11,209)             (1,878)
             Other assets                                                    10,916               1,760
                                                                       ------------         ------------

             Net cash provided by (used in) operating
                 activities                                                      --                  --
                                                                       ------------         ------------

Net increase (decrease) in cash                                                  --                  --

Cash, beginning of period                                                        --                  --
                                                                       ------------         ------------

Cash, end of period                                                    $         --         $        --
                                                                       ============         ============
</TABLE>

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


                                        3
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

     The accompanying unaudited financial statements of Applied Spectrum
     Technologies, Inc. ("the Company") are presented in accordance with the
     requirements for Form 10-Q and Article 10 of Regulation S-X and Regulation
     S-B. Accordingly, they do not include all of the disclosures required by
     generally accepted accounting principles. In the opinion of management, all
     adjustments (all of which were of a normal recurring nature) considered
     necessary to fairly present the financial position, results of operations,
     and cash flows of the Company on a consistent basis, have been made.

     These results have been determined on the basis of generally accepted
     accounting principles and practices applied consistently with those used in
     the preparation of the Company's Annual Financial Statements for the years
     ending September 30, 2004 and 2003. Operating results for the three months
     ending June 30, 2005 are not necessarily indicative of the results that may
     be expected for the year ended September 30, 2005.

     The Company recommends that the accompanying condensed financial statements
     for the interim period be read in conjunction with Form 10-K for the year
     ending September 30, 2004.

     Use of Estimates

     The financial statements have been prepared in conformity with accounting
     principles generally accepted in the United States of America. In preparing
     the financial statements, management is required to make estimates and
     assumptions that affect the reported amounts of assets and liabilities as
     of the date of the statements of financial condition and revenues and
     expenses for the year then ended. Actual results may differ significantly
     from those estimates.

     Net Loss Per Share

     Basic loss per weighted average common share is computed by dividing the
     net loss by the weighted average number of common shares outstanding during
     the period. Common stock equivalents are excluded from the computation for
     the three months ended June 30, 2005 and 2004, as their effect is
     anti-dilutive.


                                       4
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION (continued)

     Stock Based Compensation

     The Company accounts for stock-based employee compensation arrangements in
     accordance with provisions of Accounting Principles Board ("APB") Opinion
     No. 25, "Accounting for Stock Issued to Employees." Under APB 25,
     compensation expense for employees is based on the excess, if any, on the
     date of grant, between the fair value of the Company's stock over the
     exercise price. Under APB 25, if the exercise price of an employee's stock
     option equals or exceeds the fair market value of the Company's stock on
     the date of grant, no compensation expense is recognized. Had the Company
     determined compensation based on the fair value at the grant date for its
     stock options outstanding under Statement of Financial Accounting Standards
     ("SFAS") No. 123, "Accounting for Stock Based Compensation," as amended by
     SFAS No. 148, "Accounting for Stock Based Compensation - Transition and
     Disclosure and Amendment of FASB Statement No. 123," net income (loss) and
     net income (loss) per share would not have been different than reported for
     the three months ended June 30, 2005 and 2004, respectively. There were no
     options issued during the three months ended June 30, 2005 and 2004,
     respectively.

NOTE 2 - STOCKHOLDERS' EQUITY

     The Company has authorized 10,000,000 shares of common stock with a par
     value of $0.01 per share. There were 2,953,541 shares of common stock
     outstanding at June 30, 2005.

     There were no outstanding options or warrants at June 30, 2005.

NOTE 3 - INCOME TAXES

     At June 30, 2005, the Company had accumulated net operating loss
     carryforwards for federal tax purposes of approximately $1,919,000 that are
     available to offset future taxable income, if any, through 2024.
     Realization of the net operating loss carryforwards is dependent upon
     future profitable operations. In addition, the carryforwards may be limited
     upon a change of control as described in Internal Revenue Code Section 382.
     Accordingly, management has recorded a valuation allowance to reduce
     deferred tax assets associated with net operating loss carryforwards to
     zero at June 30, 2005.


                                       5
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2005
                                   (Unaudited)

NOTE 4 - RELATED PARTY TRANSACTION

     Mr. Mark Littell, the Company's Chief Executive Officer is also President
     of Norwood Venture Corp., a shareholder in the Company. The Company
     maintains its office in the office of Norwood Venture. The office space
     provided by Norwood Venture has been valued at $150 per month and has been
     accounted for contributed capital since there is no actual cash payments
     involved. For the three and nine months ended June 30, 2005, the Company
     had recorded $450 and $1,350, respectively, of rent expense as contributed
     capital.

NOTE 5 - OTHER ASSETS

     Other assets consist of three bank accounts held in the name of Norwood
     Venture Corp., a related party (see Note 4), for the benefit of the
     Company. These funds are segregated and are for specific use by Applied
     Spectrum Technologies, Inc.


                                       6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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-QSB 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-QSB or included in our previous filings with the Securities and Exchange
Commission.


                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (continued)

Company Background

The Company was organized as a Minnesota corporation on February 17, 1982. The
technology on which the Company's 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. The Company's
products were known as data/voice multiplexing ("DVM") equipment and were aimed
at operating telephone companies (Telco market). The Company's lack of financial
resources caused the Company to pursue a plan of dissolution as approved by the
Board of Directors and approved by the shareholders on November 30, 1993.

During fiscal 1994, the Company began implementing a plan of voluntary
dissolution pursuant to Minnesota law that was approved by its shareholders at a
Special Shareholders' Meeting held on November 30, 1993. Under the Company's
Plan of Dissolution, most of its 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, the Company 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 shareholders in August 2001. The
Company has been inactive since 1994.

Prior to implementation of the Plan of Dissolution, the Company was engaged in
the development, manufacture, marketing and sale of digital business
communication systems.

Results of Operations

During the three and nine months ended June 30, 2005, the Company was inactive
and had no sales revenue and $450 and $1,350, respectively, of expense for
office rent. For the three and nine months ended June 30, 2005, the Company
received interest income of $102 and $293, respectively. Certain current quarter
expenditures of maintaining the Company have been offset against estimated
accrued expenses recorded in connection with the liquidating dividend payable
from 2001.

Liquidity and Capital Resources

                                                 Nine Months Ended June 30,
                                                   2005                 2004
                                              -------------        -------------

Operating activities                          $          --        $          --
Investing activities                                     --                   --
Financing activities                                     --                   --
                                              -------------        -------------

      Net effect on cash                      $          --        $          --
                                              =============        =============


                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (continued)

Plan of Operations (continued)

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 referred 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.

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.


                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (continued)

Plan of Operations (continued)

General Business Plan (continued)
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.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (continued)

Plan of Operations (continued)

General Business Plan (continued)

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

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.


                                       11
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (continued)

Plan of Operations (continued)

General Business Plan (continued)

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 therefore; (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.

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.


                                       12
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

The Company had no active business operations during the fiscal quarter ended
June 30, 2005. 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
Chief Executive Officer, 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 Chief Executive Officer 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.


                                       13
<PAGE>

PART II.  OTHER INFORMATION
Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

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

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)   Exhibits

          31    Certification of Chief Executive Officer of the Company
                Accompanying Periodic Reports pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002 (as filed herewith).

          32    Certification of Chief Executive Officer of the Company pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed
                herewith).

          (b)   Reports on Form 8-K

                None


                                       14
<PAGE>

                                   Signatures

In accordance with the requirements 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: December 28, 2005               By:  /s/ Mark R. Littell
                                          -------------------------
                                          Chief Executive Officer


                                       15