ONSCREEN TECHNOLOGIES, INC.


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        --------------------------------
                        For quarter ended March 31, 2005

                         Commission File Number 0-29195


                           ONSCREEN TECHNOLOGIES, INC.
                 (Name of Small Business Issuer in Its Charter)

          Colorado                       (7310)                   84-1463284
--------------------------------------------------------------------------------
  (State or jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)


                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695
                                 (727) 797-6664
                                 --------------
          (Address and Telephone Number of Principal Executive Offices
                        and Principal Place of Business)

                           John "JT" Thatch, President
                                 (727) 797-6664
                           OnScreen Technologies, Inc.
                         200 9th Avenue North, Suite 210
                          Safety Harbor, Florida 34695
                          ----------------------------
            (Name, Address and Telephone Number of Agent for Service)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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 March 31, 2005, there were 66,512,327 shares of the Company's common stock
outstanding,  2,100,000  shares of common stock  issuable,  2,191,316  shares of
Series A  Convertible  Preferred  Stock  outstanding  and no  shares of Series B
Convertible Preferred Stock outstanding.


<PAGE>

                           ONSCREEN TECHNOLOGIES, INC.

                                      INDEX

                                     Part I
                                                                            Page
                                                                            ----
Item 1  Financial Statements                                                   3
        Condensed Balance Sheets (unaudited)                                   3
        Condensed Statements of Operations (unaudited)                         4
        Condensed Statements of Cash Flows (unaudited)                         5
        Notes to the Condensed Financial Statements (unaudited)                7
Item 2  Management's Discussion and Analysis of
             Financial Condition and Results of Operations                    10
        Overview                                                              10
        Intellectual Property                                                 10
        Critical Accounting Policies                                          11
        Liquidity and Capital Resources                                       12
        Results of Operations                                                 13
Item 3  Controls and Procedures                                               14

                                     Part II

Item 1  Legal Proceedings.                                                    15
Item 2  Changes in Securities                                                 15
Item 3  Defaults Upon Senior Securities                                       15
Item 4  Submission of Matters to a Vote of Security Holders                   15
Item 5  Other Information                                                     16
Item 6  Exhibits and Reports on Form 8-K                                      16
        Signatures                                                            16
        Exhibits                                                              17


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                  ONSCREEN TECHNOLOGIES, INC.
                                    CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     MARCH 31,     December 31,
                                                                        2005            2004
                                                                   ------------    ------------
<S>                                                                <C>             <C>
                                                                    (UNAUDITED)
                                     ASSETS
 CURRENT ASSETS
  Cash and cash equivalents                                        $  1,740,163    $  1,561,650
  Marketable securities available-for-sale                              297,564         401,233
  Accounts receivable                                                     4,605           1,605
  Prepaid expenses and other current assets                             224,810          38,354
                                                                   ------------    ------------
 TOTAL CURRENT ASSETS                                                 2,267,142       2,002,842
 PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
    DEPRECIATION OF $344,025 AT MARCH 31, 2005
    AND $317,845 AT DECEMBER 31, 2004                                   278,789         299,951
                                                                   ------------    ------------
 OTHER ASSETS
 Restricted marketable securities available-for-sale                     27,209          30,000
 Technology rights, net of accumulated amortization
   of $135,833 at March 31, 2005 and $130,833
   at December 31, 2004                                                 386,667         391,667
 Patent Costs                                                           316,517          48,657
 Other assets                                                            15,110          14,360
                                                                   ------------    ------------
 TOTAL OTHER ASSETS                                                     745,503         484,684
                                                                   ------------    ------------
 TOTAL ASSETS                                                      $  3,291,434    $  2,787,477
                                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES
 Accounts payable and other payables                                    238,014         213,226
 Note payable, related party                                          1,500,000              --
 Accrued expenses                                                       325,342         323,797
                                                                   ------------    ------------
 TOTAL CURRENT LIABILITIES                                            2,063,356         537,023
 ACCRUED EXPENSES PAYABLE WITH COMMON STOCK                             283,592         245,669
                                                                   ------------    ------------
 TOTAL LIABILITIES                                                    2,346,948         782,692
                                                                   ------------    ------------
COMMITMENTS (NOTE 7)                                                         --              --

 STOCKHOLDERS' EQUITY
 Preferred stock, par value $0.001; 10,000,000 shares authorized
      Convertible Series A, Preferred stock,
        5,000,000 shares authorized, 2,990,580 shares
        issued at March 31, 2005; 2,191,316 and 2,772,205 shares
        outstanding at March 31, 2005 and
        December 31, 2004, respectively;
        liquidation preference of $2,191,316 at March 31, 2005            2,191           2,772
      Convertible Series B preferred stock, 30,000 shares
        authorized, no shares issued and outstanding,
        liquidation preference of $240 per share                             --              --
 Common stock, par value $0.001; 150,000,000 shares authorized,
      66,512,327 and 63,680,020 shares issued and outstanding at
      March 31, 2005 and December 31, 2004, respectively                 66,512          63,680
 Common stock issuable, at par value,
      (2,100,000 shares at March 31, 2005)                                2,100              --
 Additional paid-in capital                                          22,857,938      22,150,289
 Accumulated deficit                                                (20,961,822)    (19,773,674)
                                                                   ------------    ------------
                                                                      1,966,919       2,443,067
 Less Accumulated other comprehensive loss                               (5,489)             --
 Less deferred compensation expense                                  (1,016,944)       (438,282)
                                                                   ------------    ------------
 TOTAL STOCKHOLDERS' EQUITY                                             944,486       2,004,785
                                                                   ------------    ------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $  3,291,434    $  2,787,477
                                                                   ============    ============
</TABLE>

                         See accompanying notes to financial statements


                                               3
<PAGE>

                           ONSCREEN TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    FOR THE THREE MONTHS ENDED
                                                            MARCH 31,
                                                       2005            2004
                                                   ------------    ------------
REVENUES                                           $     20,493    $     34,159

COST OF REVENUES                                         17,372              --
                                                   ------------    ------------
GROSS PROFIT                                              3,121          34,159
OPERATING EXPENSES
Selling, general and administrative                     875,145       1,659,739
Research and development                                262,200         158,157
                                                   ------------    ------------
TOTAL OPERATING EXPENSES                              1,137,345       1,817,896
                                                   ------------    ------------
LOSS FROM OPERATIONS                                 (1,134,224)     (1,783,737)
                                                   ------------    ------------
OTHER INCOME (EXPENSE)
Other income                                              7,042           7,556
Settlement gain (loss), net                                  --         300,272
Interest expense                                         (1,875)        (55,512)
                                                   ------------    ------------
TOTAL OTHER INCOME (EXPENSE), NET                         5,167         252,316
                                                   ------------    ------------
NET LOSS                                             (1,129,057)     (1,531,421)
Preferred Stock Dividends                               (59,091)       (123,481)
                                                   ------------    ------------
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS          $ (1,188,148)   $ (1,654,902)
                                                   ============    ============
Basic and Diluted Loss Per Common Share            $      (0.02)   $      (0.06)
                                                   ============    ============
Basic and Diluted Loss Per Common Share
   Available to Common Stockholders                $      (0.02)   $      (0.06)
                                                   ============    ============
 Weighted average common shares outstanding          65,677,901      27,577,183
                                                   ============    ============


                 See accompanying notes to financial statements


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                             ONSCREEN TECHNOLOGIES, INC.
                                         CONDENSED STATEMENTS OF CASH FLOWS
                                                      UNAUDITED

                                                                                          FOR THE THREE MONTHS ENDED,
                                                                                                   MARCH 31,
                                                                                             2005           2004
                                                                                          -----------    -----------
<S>                                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                                                  $(1,129,057)   $(1,531,421)
Adjustments to reconcile net loss to net cash used in operating activities:
       Stock, warrants and notes issued for compensation and services                              --        235,817
       Stock based settlement gain, net                                                            --       (300,272)
        Non-cash interest expense for stock issued to noteholders that were in default             --         46,500
       Non-cash interest expense                                                                   --          9,012
       Amortization of technology rights                                                        5,000         64,167
       Amortization of deferred consulting and compensation                                    68,340        748,897
       Amortization of investment premium                                                         736             --
       Compensation expense payable in common stock                                           102,921             --
       Depreciation                                                                            26,179         40,913
(INCREASE) DECREASE IN ASSETS:
       Accounts receivable and other receivables                                               (3,000)        (8,813)
       Due from affiliate                                                                          --         (4,790)
       Prepaid expenses and other current assets                                             (186,456)      (156,239)

       Deposits and other assets                                                                 (750)           496
INCREASE (DECREASE) IN LIABILITIES:
       Accounts payable and accrued expenses                                                   33,709       (210,596)
       Deferred revenues                                                                           --         (4,506)
                                                                                          -----------    -----------
               NET CASH USED IN OPERATING ACTIVITIES                                       (1,082,378)    (1,070,835)
                                                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in technology rights                                                             --       (522,500)
       Investment in patents                                                                 (267,860)            --
       Proceeds from sales of marketable securities                                           100,235             --
       Purchase of property and equipment                                                      (5,017)       (10,090)
                                                                                          -----------    -----------
               NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                           (172,642)      (532,590)
                                                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Series A convertible preferred stock dividends paid                                    (66,467)      (110,587)
       Proceeds from notes and loans payable                                                1,500,000             --
       Payments on notes and loans payable                                                         --       (300,000)
       Proceeds from sales of common stock and exercise of warrants and options, net of
         offering costs                                                                            --      2,719,054
       Proceeds from issuance of preferred stock - Series A                                        --         75,000
                                                                                          -----------    -----------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                                    1,433,533      2,383,467
                                                                                          -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 $   178,513    $   780,042
Cash and Cash Equivalents at Beginning of Year                                              1,561,650      1,323,923
                                                                                          -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIODS                                               $ 1,740,163    $ 2,103,965
                                                                                          ===========    ===========
</TABLE>

(CONTINUED)


                                                         5
<PAGE>

(CONTINUED)

<TABLE>
<CAPTION>
                                                                                          FOR THE THREE MONTHS ENDED,
                                                                                                   MARCH 31,
                                                                                             2005           2004
                                                                                          -----------    -----------
<S>                                                                                       <C>            <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

          Debt and accrued liability settled with common stock                            $        --    $   115,500
                                                                                          ===========    ===========
          Subscription receivable paid with reduction of notes payable                    $        --    $    18,575
                                                                                          ===========    ===========
          Conversion of Series A convertible preferred stock to common stock              $       701    $        30
                                                                                          ===========    ===========
          Series A preferred stock dividend resulting from intrinsic value of
            convertible preferred stock                                                   $        --    $    52,000
                                                                                          ===========    ===========
          Series B preferred stock dividend resulting from intrinsic value of
            convertible preferred stock                                                   $        --    $        24
                                                                                          ===========    ===========
          Other comprehensive loss from unrealized loss                                   $     5,489    $        --
                                                                                          ===========    ===========

                                   See accompanying notes to financial statements
</TABLE>


                                                         6
<PAGE>

NOTE 1   BASIS OF PRESENTATION AND GOING CONCERN

OnScreen  Technologies,  Inc. (the Company) is  commercializing  its  innovative
OnScreenTM  light  emitting  diode  (LED)  technology  to the  world  of  visual
communications. The Company concentrates on LED display advertising products and
emergency/first  responders' solutions.  The Company seeks to develop innovative
approaches to these LED products and delivery systems. The Company is focused on
the design,  development  and sale of LED displays  manufactured  utilizing  the
OnScreenTM architecture.

The accompanying  financial statements have been prepared on the assumption that
the Company will continue as a going concern.  As reflected in the  accompanying
financial statements,  the Company has a net loss of $1,129,057 and cash used in
operations of $1,082,378  for the three months ended March 31, 2005. The ability
of the Company to  continue as a going  concern is  dependent  on the  Company's
ability to bring the OnScreen(TM) products to market,  generate increased sales,
obtain  positive cash flow from  operations and raise  additional  capital.  The
financial  statements  do not include any  adjustments  that may result from the
outcome of this uncertainty.

The Company continues to raise additional capital for the  commercialization  of
its  OnScreen(TM)  technology  product lines.  The Company believes it will have
sufficient  cash to meet its  funding  requirements  to bring  the  OnScreen(TM)
technology  product  lines into  production  during 2005.  However,  the Company
anticipates expanding and developing its technology and product lines which will
require additional funding. The Company has experienced negative cash flows from
operations  and incurred net losses in the past and there can be no assurance as
to the availability or terms upon which  additional  financing and capital might
be available, if needed.

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and the rules and  regulations  of the United  States  Securities  and  Exchange
Commission for interim financial  information which includes condensed financial
statements.  Accordingly,  they do not include all the information and footnotes
necessary for a comprehensive  presentation of financial position and results of
operations and should be read in conjunction  with the Company's  Annual Report,
Form 10-KSB for the year ended December 31, 2004.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
financial  statement  presentation.  The results for the interim  period are not
necessarily indicative of the results to be expected for the year.

NOTE 2  LOSS PER COMMON SHARE

Common stock  equivalents  in the  three-month  periods ended March 31, 2005 and
2004 were  anti-dilutive  due to the net losses  sustained by the Company during
these periods,  thus the diluted weighted  average common shares  outstanding in
these  periods  are  the  same  as the  basic  weighted  average  common  shares
outstanding.


                                       7
<PAGE>

NOTE 3   INCOME TAXES

The Company has not  recognized an income tax benefit for its  operating  losses
generated  in the  three-month  periods  ended  March 31, 2005 and 2004 based on
uncertainties  concerning  its  ability  to  generate  taxable  income in future
periods.  The tax benefits for the three-month  periods ended March 31, 2005 and
2004 is offset by a valuation allowance  established against deferred tax assets
arising from operating losses and other temporary  differences,  the realization
of which could not be considered  more likely than not. In future  periods,  tax
benefits and related  deferred  tax assets will be  recognized  when  management
considers realization of such amounts to be more likely than not.

NOTE 4   STOCK BASED EMPLOYEE COMPENSATION

For the stock options and warrants issued to employees,  the Company has elected
to apply the intrinsic value based method of accounting prescribed by Accounting
Principles  Board  ("APB")  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees," and related interpretations. Under the intrinsic value based method,
compensation  cost is  measured on the date of grant as the excess of the quoted
market  price or  contemporaneous  sales date of the  underlying  stock over the
exercise  price.  Such  compensation  amounts are amortized  over the respective
vesting periods of the options.

The following table  illustrates the effect on net loss and loss per share as if
the fair value  based  method of  accounting  had been  applied  to  stock-based
employee compensation,  as required by SFAS No. 123, "Accounting for Stock-Based
Compensation" and SFAS 148 "Accounting for Stock-Based Compensation - transition
and  disclosure",  an amendment of SFAS No. 123 for the three months ended March
31, 2005 and 2004:


                                                      2005            2004
                                                   -----------    -----------
 Net Loss Available to Common
     Stockholders:
               Net loss available to common
     stockholders, as reported                     $(1,188,148)   $(1,654,902)
     Plus: Intrinsic value of
            compensation costs
            included in net loss                        10,467         54,267

     Deduct:  Fair value of
           stock-based employee
           compensation costs                          (93,633)       (71,080)
                                                   -----------    -----------
Pro forma net loss                                 $(1,271,314)   $(1,671,715)
                                                   ===========    ===========
Loss per common share available to
   common stockholders:

Basic and Diluted - as reported                    $     (0.02)   $     (0.06)
                                                   ===========    ===========
Basic and Diluted - pro forma                      $     (0.02)   $     (0.06)
                                                   ===========    ===========

The  Company  estimates  the fair value of each stock  option and warrant at the
grant date by using the Black-Scholes option-pricing model.


                                       8
<PAGE>

NOTE 5   NOTES PAYABLE

During  March 2005,  the Company  executed a $1.5  million  unsecured  six-month
promissory  note with a  related  party.  The  interest  rate is 15% per  annum.
Interest  only  payments  are due  monthly  until  maturity of the note when the
principal is due. One of the Company's board of directors has an interest in the
company that is the note holder.

NOTE 6  TECHNOLOGY RIGHT AND LICENSE AGREEMENT
On February 16, 2005 the inventor of the OnScreenTM technology,  who licensed to
the Company the rights of the direct view LED video display technology  conveyed
to a third party company, all of the inventor's right, title and interest of the
OnScreenTM  technology.  The Company purchased the right,  title and interest of
the OnScreenTM  technology for $200,000.  The Company now owns all patent rights
to the OnScreenTM  technology  unencumbered  subject to the rights of a seperate
party  relating to the  percentages  of revenue  from  commercialization  of the
direct view LED video display technology.  One of the Company's directors has an
interest in the third-party company that conveyed these rights.

NOTE 7  COMMITMENTS

On March  28,  2005,  an  addendum  was made to the  CEO/President's  employment
agreement.  The term of the  agreement  was  extended  three  years  expiring on
December 31, 2008.  The  CEO/President  is to receive an additional  2.1 million
shares of the Company's common stock and the vehicle  allowance was increased to
$1,500. Also in this addendum, the CEO/President  relinquished certain rights he
had to revenue which he had  previously  been entitled to per his contract.  The
2.1 million  shares were valued at $0.27 per share  totaling  $567,000  based on
contemporaneous cash sales and will be recorded as compensation expense over the
remaining term of his employment agreement.

NOTE 8   PREFERRED STOCK

During the first quarter of 2005,  the Company  converted  700,889 shares of the
Company's  Series A convertible  preferred  stock into  2,803,556  shares of the
Company's  common stock at the request of a few Series A  convertible  preferred
stock holders.

During  January  2005,  the  Company  issued  120,000  shares  of its  Series  A
convertible  preferred  stock to its COO/CFO in accordance  with his  employment
agreement.  The  120,000  shares  were  valued  at  $1.00  per  share  based  on
contemporaneous  cash sales  around  the grant  date.  The total  value of these
shares of $120,000 is being  expensed over the three-year  employment  agreement
with $70,000 deferred and $50,000 expensed as of March 31, 2005.

NOTE 9   OTHER EQUITY TRANSACTIONS

During  January 2005, the Company issued 28,751 shares of its common stock to an
employee in accordance with his employment  agreement.  These shares were valued
at $25,000 using a thirty-day  average price at December 31, 2004, in accordance
with the employee's employment agreement.


                                       9
<PAGE>

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

GENERAL

Management's   discussion  and  analysis   contains   various  "forward  looking
statements." Such statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking  terminology
such as "may,"  "expect,"  "anticipate,"  "estimate,"  or  "continue"  or use of
negative or other variations or comparable terminology.

We caution that these statements are further qualified by important factors that
could cause  actual  results to differ  materially  from those  contained in the
forward-looking   statements,   that  these   forward-looking   statements   are
necessarily  speculative,  and there are certain  risks and  uncertainties  that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.

OVERVIEW

OnScreen  Technologies,  Inc. (the Company) is  commercializing  its  innovative
OnScreenTM  light  emitting  diode  (LED)  technology  to the  world  of  visual
communications. The Company concentrates on LED display advertising products and
emergency/first  responders' solutions.  The Company seeks to develop innovative
approaches to these LED products and delivery systems. The Company is focused on
the design,  development  and sale of LED displays  manufactured  utilizing  the
OnScreenTM architecture.

The Company  expects  delivery of the initial  products  during 2005.  Until the
initial  products  are  delivered,  the  Company  does not  expect to record any
significant growth in revenues. The Company expects to receive some revenue from
its mobile LED truck during 2005.

During the three  months ended March 31,  2005,  the Company  continued to incur
significant  losses  from  operations.  The  Company  incurred  a  net  loss  of
$1,129,057  for the  three  months  ended  March  31,  2005.  This  net  loss of
$1,129,057 includes non-cash charges of approximately  $171,000 for equity given
to employees and consultants for services provided.

A priority of management  during 2005 is to continue to raise the capital needed
to fund the  development and marketing of the Company's  OnScreen(TM)  products.
During  March  2005,  the  Company  received  proceeds  of $1.5  million  for an
unsecured  six-month  note.  These  funds will enable the Company to continue to
develop its  OnScreen(TM)  products and continue the Company's  operations until
the Company brings the  OnScreen(TM)  products to market.  However,  the Company
anticipates expanding and developing its technology and product lines which will
require additional funding.

Intellectual Property
We rely on various  intellectual  property laws and contractual  restrictions to
protect our proprietary  rights in products,  logos and services.  These include
confidentiality,  invention  assignment and  nondisclosure  agreements  with our
employees,  contractors,  suppliers and strategic partners.  The confidentiality
and  nondisclosure  agreements with employees,  contractors and suppliers are in
perpetuity or for a sufficient  length of time so as to not threaten exposure of
proprietary  information.  In addition,  we intend to pursue the registration of
our trademarks and servicemarks in the U.S. and internationally.


                                       10
<PAGE>

A provisional  patent was filed August 26, 2002 on the OnScreen(TM)  technology.
The patent was filed July 23, 2003 on the OnScreen(TM)  technology that contains
over 50 separate claims. The Company retained Knobbe, Martens, Olson & Bear, LLP
to manage our current  interests  relative to the inventor's  prosecution of the
full  national  and  international  patents.  The Company  continues to file and
protect its  intellectual  property  rights,  trademarks  and  products  through
continued filings with the US Patent and Trademark Office.

CRITICAL ACCOUNTING POLICIES

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 have a  significant  impact on the  results we
report in the Company's financial  statements.  Some of the Company's accounting
policies  require us to make  difficult  and  subjective  judgments,  often as a
result of the need to make estimates of matters that are  inherently  uncertain.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

Asset Impairment
The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in circumstances  indicate that the carrying amount of the asset exceeds
its  fair  value  and may not be  recoverable.  In  performing  the  review  for
recoverability,  the Company  estimates the future cash flows expected to result
from  the use of the  asset  and  its  eventual  disposition.  If the sum of the
expected future cash flows  (undiscounted  and without interest charges) is less
than the carrying  amount of the asset,  an impairment loss is recognized as the
excess of the carrying amount over the fair value. Otherwise, an impairment loss
is not recognized.  Management estimates the fair value and the estimated future
cash flows  expected.  Any changes in these estimates could impact whether there
was impairment and the amount of the impairment.

Valuation of Non-Cash Capital Stock Issuances
The  Company  values  its stock  transactions  based  upon the fair value of the
equity  instruments.  Various methods can be used to determine the fair value of
the equity  instrument.  The Company may use the fair value of the consideration
received, the quoted market price of the stock or a contemporaneous cash sale of
the common or  preferred  stock.  Each of these  methods may produce a different
result. Management uses the method it determines most appropriately reflects the
stock  transaction.  If a different method was used it could impact the expense,
deferred stock and equity stock accounts.

Service Period of Employee Equity Transactions
The Company  recognizes the  compensation  costs related to equity  transactions
over the period the services are performed. If the service period is not defined
and the equity  transaction  is a part of an  employee  agreement,  the  service
period is estimated  to be the  remaining  portion of the  contract  even if the
equity shares are issued prior to the services  being  rendered.  Any changes in
the  estimate of when the service  period is would impact the timing of when the
compensation  expense was  recorded.  For example if it was  estimated  that the
shares had been issued for services already performed,  the compensation expense
would be recorded at the time the shares were issued.


                                       11
<PAGE>

Patent Costs
The  Company  estimates  the  patents it has filed for have a future  beneficial
value to the Company,  thus it capitalizes the costs  associated with filing for
its  patents.  At the time the patent is approved,  the patent costs  associated
with the patent will be  amortized  over the useful  life of the patent.  If the
patent is not  approved,  at that time the costs would be expensed.  A change in
the estimate of the patent having a future beneficial value to the Company would
impact the other assets and expense accounts of the Company.

LIQUIDITY AND CAPITAL RESOURCES

General
The Company's cash and cash equivalents  balance at March 31, 2005 is $1,740,163
and its  marketable  securities  available-for-sale  is  $297,564.  Its  working
capital  balance  at March 31,  2005 is  $203,786.  The  Company  has funded its
operations and  investments in equipment  through cash from  operations,  equity
financings and borrowing from private parties as well as related parties. It has
also  funded its  operations  through  stock paid to  vendors,  consultants  and
certain employees.

Cash used in operations
The  Company's  operating  requirements  generated  a  negative  cash  flow from
operations of $1,082,378 for the three months ended March 31, 2005.

During  the first  quarter  of 2005 and 2004,  the  Company  has used  stock and
warrants as a form of payment to certain vendors, consultants and employees. For
the first  quarter of 2005,  the Company  recorded a total of $171,000 of equity
compensation and consulting expense.

As the Company  focuses on the  OnScreen(TM)  technology  during  2004,  it will
continue to fund research and development  related to the OnScreen(TM)  products
as well as sales and marketing  efforts related to these  products.  The Company
does not expect to record  much  revenue  and will  continue  to use cash in its
operating  activities  until its OnScreen(TM)  product lines are  commercialized
which is expected to be during 2005.

Capital Expenditures and Investments
During the first quarter of 2005, the Company invested  approximately  $5,000 in
equipment  which  was  mainly  computer  equipment  used for  sales,  marketing,
research and development and  administration.  During the remainder of 2005, the
Company  anticipates  that its  capital  expenditures  should not  significantly
change. The Company plans to outsource the manufacture of its products.

The Company invested  $267,860 in patent costs during the first quarter of 2005.
The Company expects its investment in patent costs will continue throughout 2005
as it  invests in patents  to  protect  the rights to use its  OnScreen  product
developments.

Financing activities
During the first quarter of 2005, the Company  received $1.5 million of proceeds
from a six-month  unsecured  note. The Company  anticipates  shipping one of its
products  prior to the  maturity  of this  note and then  plans on  raising  the
capital  needed to payoff this note payable and to fund the further  development
and marketing of the Company's OnScreen(TM)  products.  During the first quarter
of 2005,  the Company  paid  $66,467 of  dividends  on its Series A  convertible
preferred stock.


                                       12
<PAGE>

Recap of liquidity and capital resources
The Company  believes that the cash generated from the $1.5 million note payable
and the cash generated from operations, should be sufficient to meet its working
capital   requirements  for  the  next  twelve  months.   However,  the  Company
anticipates expanding and developing its technology and product lines which will
require  additional  funding.  The  Company  will  attempt to raise  these funds
through borrowing instruments or issuing additional equity.

The  Company is  adequately  confident  that  equity  financing  or debt will be
available to fund its  operations  until revenue  streams are sufficient to fund
operations;  however,  the terms and  timing  of such  equity or debt  cannot be
predicted. Management expects the OnScreenTM LED technology to be commercialized
during 2005.  The Company  cannot assure that it will generate  revenues by that
date or that its revenues  will be  sufficient  to cover all operating and other
expenses of the Company.  If revenues are not  sufficient to cover all operating
and other expenses, the Company will require additional funding.

RESULTS OF OPERATIONS

Revenue
During the first  quarter of 2005,  revenue was $20,493 and $34,159 for the same
period  during 2004.  The revenue for both  periods is primarily  due to revenue
from the LED truck.  For the three months  ending  March 31, 2005 and 2004,  the
Company recorded approximately $20,000 and $29,000,  respectively of revenue for
the LED truck.

Management  does not expect the Company's  revenue to grow until the shipment of
the OnScreenTM LED technology product lines during 2005.

Cost of revenue
There was cost of revenue of $17,372 and $0 for the three  months  ending  March
31,  2005 and  2004,  respectively.  The 2005 cost of sales  related  to the LED
truck.  During  2005,  the Company  refined its process of  capturing  the costs
associated  with the LED  truck,  thus the  costs are  higher  than for the same
period in 2004.

Selling, General and Administrative Expenses
Selling,  General and  Administrative  (SG&A)  expenses  includes  such items as
wages,  consulting,  general office expenses,  business  promotion  expenses and
costs of being a public company  including legal and accounting fees,  insurance
and investor relations.

SG&A expenses  decreased  from  $1,659,739  for the three months ended March 31,
2004 to $875,145 for the same period  during 2005.  This decrease of $784,594 is
primarily the result of decreased consulting expenses of approximately  $936,000
which was offset by increased compensation expenses of approximately $106,000.

During  2004,  the Company had issued  equity for  certain  consulting  services
provided to the Company. During 2005, the Company did not incur these consulting
services  as it had hired  employees  to assist  with the  functions  previously
provided  by the  consultants.  This  resulted  in the  decrease  of $936,000 in
consulting  expense during the first quarter of 2005 compared to the same period
in 2004.


                                       13
<PAGE>

The increase in compensation  expense in 2005 compared to 2004 was mainly due to
an increase in the number of employees to assist with the  commercialization  of
the OnScreenTM  product lines. The total non-cash  compensation  expense for the
first three months of 2005 is approximately $171,000.

The company anticipates its sales and marketing  expenditures to increase during
the remainder of 2005 compared to the first quarter of 2005 as the Company is in
the process of the  commercialization  and marketing of its OnScreen(TM) product
lines which are expected to begin  shipping  during 2005.  The other general and
administrative  expenses will also increase  during the remainder of 2005 as the
Company  puts the  infrastructure  in  place  to  support  the  shipping  of the
OnscreenTM products.

Research and Development
The research and development costs are related to the OnScreen(TM) technology to
which the Company  acquired  the  licensing  rights.  The  $104,043  increase in
research and  development  during the first quarter of 2005 compared to the same
period in 2004 is a result of  activities  to further  research  and develop the
OnScreen(TM)  technology and products.  The Company  anticipates  increasing its
expenditures in research and  development  during the remainder of 2005 compared
to 2004.

Other Income

The Other Income remained relatively  unchanged during the first quarter of 2005
compared to the first quarter of 2004.  The Company does not expect this item to
be significant during 2005.

Settlement Gain (Loss), Net
The Company did not have any settlement  gain (loss) during the first quarter of
2005.

The net  settlement  gain for the first  quarter  of 2004 was  mainly due to the
settlement  of a disputed  convertible  promissory  note which  resulted  in the
Company recording a settlement gain of $267,458.

Interest Expense
The interest expense of $1,875 for the three months ending March 31, 2005 is for
the interest on the $1.5 million  unsecured note entered into during March 2005.
The Company expects to have approximately $56,000 of interest expense during the
second and third quarters related to this note.

The  interest  expense  for the three  months  ending  March 31, 2004 of $55,512
includes  $46,500 of non-cash  interest  related to the value of options  issued
under default provisions of certain notes.

Preferred Stock Dividends
During the three  months  ending March 31, 2005 and 2004,  the Company  recorded
Series  A  Convertible  Preferred  Stock  dividends  of  $59,091  and  $123,481,
respectively.

ITEM 3.  CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this  report,  the Company  carried out an
evaluation,  under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, of the design

                                       14
<PAGE>

and  operation  of  its  disclosure  controls  and  procedures.  Based  on  this
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded  that the Company's  disclosure  controls and procedures are effective
for the  gathering,  analyzing and  disclosing  the  information  the Company is
required to disclose in the reports it files under the  Securities  Exchange Act
of 1934, within the time periods  specified in the SEC's rules and forms.  There
have been no significant  changes in the Company's internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of this evaluation.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On July 1, 2004, the Company filed a lawsuit  against Mobile Magic  Superscreen,
Ltd.  (breach of contract and civil  conversion),  Capitol City  Trailers,  Inc.
(civil  conversion) and another party (civil fraud) in the Court of Common Pleas
of Franklin  County,  Ohio, Case Number 04 CVH 6884. This lawsuit relates to the
2001  contract  with Mobile Magic  Superscreen,  Ltd. for the  fabrication  of a
mobile LED  superscreen  that  Mobile  Magic  failed to  complete  and  deliver.
Responses to the summons and complaint have been filed and the case is currently
in the discovery process.

ITEM 2. CHANGES IN SECURITIES.

COMMON STOCK ISSUED

The company  relied on Section 4(2) of the  Securities  Act of 1933 as the basis
for an exemption from  registration for this issuance.  During the first quarter
of 2005, the Company issued 28,751 shares of its common stock to an employee for
services performed. These services were valued at $25,000.

The company  relied on Section 4(2) of the  Securities  Act of 1933 as the basis
for an exemption from  registration for this issuance.  During the first quarter
of 2005,  certain Series A Preferred Stock holders  converted  700,889 shares of
Series A Preferred Stock to 2,803,556 shares of the Company's common stock.

SERIES A CONVERTIBLE PREFERRED STOCK ISSUED

The company  relied on Section 4(2) of the  Securities  Act of 1933 as the basis
for an exemption from  registration for this issuance.  During the first quarter
of 2005, the Company issued 120,000 shares of its Series A Preferred Stock to an
employee in accordance with the employment  contract.  These services are valued
at $120,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None


                                       15
<PAGE>

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

Exhibit
Number                              Description

31.1     Certification of Chief Executive Officer pursuant to Exchange Act Rules
         13a-15(e)  and  15d-15(e),  as adopted  pursuant  to Section 203 of the
         Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Exchange Act Rules
         13a-15(e)  and  15d-15(e),  as adopted  pursuant  to Section 203 of the
         Sarbanes-Oxley Act of 2002.

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


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

(b)   Reports on Form 8-K

On  March  1,  2005  Charles  Baker  was  appointed  to the  Company's  Board of
Directors.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Signed and submitted this 4th day of May 2005.


                                  ONSCREEN TECHNOLOGIES, INC.
                                  (Registrant)

                                  By: /s/ John "JT" Thatch
                                     -------------------------------------------
                                     John  "JT" Thatch as President/CEO/Director

                                  By: /s/ Mark R. Chandler
                                     -------------------------------------------
                                     Mark R. Chandler as COO/CFO

                                  By: /s/ Russell L. Wall
                                     -------------------------------------------
                                     Russell L. Wall Director/Audit Committee



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