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: December 31, 2004

                         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 January 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 December 31, 2004
           and September 30, 2004 (unaudited)                                  1


           Condensed Statements of Operations for the three month
           periods ended December 31, 2004 and 2003 (unaudited)                2


           Condensed Statements of Cash Flows for the three month
           periods ended December 31, 2004 and 2003 (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


                                                     December 31,  September 30,
                                                        2004           2004
                                                    ------------   ------------
                                                    (Unaudited)
ASSETS

CURRENT ASSET
         Other assets                               $     26,127   $     26,580
                                                    ------------   ------------

TOTAL ASSETS                                        $     26,127   $     26,580
                                                    ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
         Accounts payable and accrued expenses      $     14,991   $     15,534
                                                    ------------   ------------

         Total Current Liabilities                        14,991         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                   16,062,863     16,062,413
         Accumulated deficit                         (16,081,266)   (16,080,906)
                                                    ------------   ------------

         Total Stockholders' Equity                       11,136         11,046
                                                    ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                         $     26,127   $     26,580
                                                    ============   ============



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


                                       1
<PAGE>

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


                                                              Three Months
                                                           Ended December 31,
                                                         2004           2003
                                                     ------------    -----------

Revenue                                              $        --     $        --

Operating expenses:
         General and administrative expenses                 450              --
                                                     -----------     -----------

Loss from operations                                        (450)             --

Other income (expense):
         Interest expense                                     --              --
         Interest income                                      90              41
                                                     -----------     -----------

Net income (loss)                                    $      (360)    $        41
                                                     ===========     ===========


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

Weighted average shares of common
         stock outstanding                             2,953,941       2,953,941
                                                     ===========     ===========


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

                                       2
<PAGE>

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


                                                                 Three Months
                                                              Ended December 31,
                                                               2004       2003
                                                              -----      -----


CASH FLOWS FROM OPERATIONS
Net income (loss)                                             $(360)     $  41
Adjustments to reconcile net income (loss) to net
         cash used in operating activities:
                    Rent expense contributed
                                                                450         --

               Changes in:
                    Accounts payable                           (543)      (751)
                           Other assets                         453        710
                                                              -----      -----


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

Net increase (decrease) in cash                                  --         --

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

Cash, end of period                                           $  --      $  --
                                                              =====      =====


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

                                       3
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (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 December 31, 2004 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  December  31, 2004 and 2003,  as their  effect is
     anti-dilutive.


                                       4
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (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 December 31, 2004 and 2003, respectively. There were
     no options issued during the three months ended December 31, 2004 and 2003,
     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 December 31, 2004.

     There were no outstanding options or warrants at December 31, 2004.

NOTE 3 - INCOME TAXES

     At December  31,  2004,  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 December 31, 2004.


                                       5
<PAGE>

                       APPLIED SPECTRUM TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004
                                   (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 quarter ended December 31, 2004, the Company had recorded
     $450 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  months ended  December 31, 2004,  the Company was inactive and
had no sales revenue  and$450 of expense for office rent.  The Company  received
interest income of $90 in the period.  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

                                                Three Months Ended December 31,

                                                    2004               2003
                                              ---------------    ---------------

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
December  31,  2004.  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