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 June 30, 2005

                         Commission File Number 0-29195

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

        Colorado                    (3990)                      84-1463284
----------------------   ----------------------------       -------------------
(State or jurisdiction   (Primary Standard Industrial        (I.R.S. Employer
  of incorporation or    Classification Code Number)        Identification No.)
     organization)

                         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 July 15, 2005, there were 70,649,719  shares of the Company's common stock
outstanding,  1,500,000  shares of common stock  issuable,  1,935,718  shares of
Series A  Convertible  Preferred  Stock  outstanding  and no  shares of Series B
Convertible Preferred Stock outstanding.


                                       1
<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        11
                Overview                                                  11
                Intellectual Property                                     12
                Critical Accounting Policies                              12
                Liquidity and Capital Resources                           13
                Results of Operations                                     15
Item 3          Controls and Procedures                                   17

                                     Part II

Item 1          Legal Proceedings.                                        17
Item 2          Changes in Securities                                     17
Item 3          Defaults Upon Senior Securities                           18
Item 4          Submission of Matters to a Vote of Security Holders       18
Item 5          Other Information                                         18
Item 6          Exhibits                                                  18
                Signatures                                                18
                Exhibits                                                  20


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
                           ONSCREEN TECHNOLOGIES, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    June 30, 2005     December 31,
                                                                                     (Unaudited)          2004
                                                                                    -------------     -------------
<S>                                                                                  <C>             <C>
                                     Assets
 Current Assets
 Cash and cash equivalents                                                           $    568,474    $  1,561,650

  Marketable securities available-for-sale                                                     --         401,233
  Accounts receivable, net of allowance of $1,605 at June 30, 2005 and -0- at
   December 31, 2004                                                                       19,547           1,605
  Inventory                                                                               331,844              --
  Prepaid expenses and other current assets                                               207,098          38,354
                                                                                     ------------    ------------
 Total Current Assets                                                                   1,126,963       2,002,842
 Property and Equipment, net of accumulated depreciation of $369,339 at June
    30, 2005 and $317,845 at December 31, 2004                                            336,411         299,951
                                                                                     ------------    ------------
 Other Assets
 Restricted marketable securities available-for-sale                                       27,827          30,000
 Technology rights, net of accumulated amortization of $140,833 at June 30, 2005
   and  $130,833 at December 31, 2004                                                     381,667         391,667

 Patent Costs                                                                             357,414          48,657

 Other assets                                                                              17,160          14,360
                                                                                     ------------    ------------
 Total Other Assets                                                                       784,068         484,684
                                                                                     ------------    ------------
 Total Assets                                                                        $  2,247,442    $  2,787,477
                                                                                     ============    ============
Liabilities and Stockholders' Equity
 Current Liabilities
 Accounts payable and other payables                                                 $    420,149    $    213,226
 Note payable, related party                                                            1,500,000              --
 Accrued expenses                                                                         319,288         323,797
                                                                                     ------------    ------------
 Total Current Liabilities                                                              2,239,437         537,023

 Accrued expenses payable with common stock                                               363,133         245,669
                                                                                     ------------    ------------
 Total Liabilities                                                                      2,602,570         782,692
                                                                                     ------------    ------------

Commitments (Note 9)                                                                           --              --

 Stockholders' Equity (Deficit)
 Preferred stock, par value $0.001; 10,000,000 shares authorized Convertible
    Series A, Preferred stock, 5,000,000 shares authorized, 3,110,580 shares
      issued at June 30, 2005; 1,935,718 and 2,772,205 shares outstanding at
      June 30, 2005 and December 31, 2004, respectively; liquidation preference
      of $1,935,718 at June 30, 2005                                                        1,936           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,
   70,649,719 and 63,680,020 shares issued and outstanding at
   June 30, 2005 and December 31, 2004, respectively                                       70,650          63,680
 Common stock issuable, at par value,  (1,500,000 shares at June 30, 2005)                  1,500              --
 Additional paid-in capital                                                            23,377,706      22,150,289
 Accumulated deficit                                                                  (23,060,673)    (19,773,674)
                                                                                     ------------    ------------
                                                                                          391,119       2,443,067
Treasury stock                                                                               (225)             --
 Less Accumulated other comprehensive loss                                                 (2,820)             --
 Less deferred compensation expense                                                      (743,202)       (438,282)
                                                                                     ------------    ------------
 Total Stockholders' Equity                                                              (355,128)      2,004,785
                                                                                     ------------    ------------
 Total Liabilities and Stockholders' Equity (Deficit)                                $  2,247,442    $  2,787,477
                                                                                     ============    ============
</TABLE>

                 See accompanying notes to financial statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                            For the three months           For the six months
                                                                ended June 30,                ended June 30,
                                                           2005            2004            2005            2004
                                                       ------------    ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>             <C>
Revenues                                               $     32,626    $     47,034    $     53,119    $     81,193

Cost of Revenues                                             45,868             488          63,240             488
                                                       ------------    ------------    ------------    ------------

Gross Profit                                                (13,242)         46,546         (10,121)         80,705
Operating Expenses
Selling, general and administrative                       1,609,287       3,416,356       2,484,432       5,076,095
Research and development                                    373,250         201,084         635,450         359,241

Bad debt expense                                              1,605          11,638           1,605          11,638
                                                       ------------    ------------    ------------    ------------
Total Operating Expenses                                  1,984,142       3,629,078       3,121,487       5,446,974
                                                       ------------    ------------    ------------    ------------
Loss from Operations                                     (1,997,384)     (3,582,532)     (3,131,608)     (5,366,269)
                                                       ------------    ------------    ------------    ------------
Other Income (Expense)

Other income                                                    323          11,254           7,365          18,810

Settlement gain (loss), net                                    (300)         15,029            (300)        315,301
Interest expense                                            (54,375)         (8,558)        (56,250)        (64,070)
                                                       ------------    ------------    ------------    ------------
Total Other Income (Expense), Net                           (54,352)         17,725         (49,185)        270,041
                                                       ------------    ------------    ------------    ------------
Net Loss                                                 (2,051,736)     (3,564,807)     (3,180,793)     (5,096,228)
Preferred Stock Dividends                                   (47,115)        (72,541)       (106,206)       (196,022)
                                                       ------------    ------------    ------------    ------------
   Net Loss Available to Common Stockholders           $ (2,098,851)   $ (3,637,348)   $ (3,286,999)   $ (5,292,250)
                                                       ============    ============    ============    ============
Basic and Diluted Loss Per Common Share                $      (0.03)   $      (0.12)   $      (0.05)   $      (0.18)
                                                       ============    ============    ============    ============
Basic and Diluted Loss Per Common Share
    Available to Common Stockholders                   $      (0.03)   $      (0.13)   $      (0.05)   $      (0.19)
                                                       ============    ============    ============    ============
Weighted average common shares outstanding               70,049,143      28,814,299      67,803,478      28,235,562
                                                       ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements


                                       4
<PAGE>

                           ONSCREEN TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                                       For the six months ended June 30,
                                                                                       ---------------------------------
                                                                                             2005           2004
                                                                                          -----------    -----------
<S>                                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                                                  $(3,180,793)   $(5,096,228)
Adjustments to reconcile net loss to net cash used in operating activities:
       Stock, warrants and notes issued for compensation and services                          38,500      1,827,335
       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                                                                   --         17,571
       Bad debt expense                                                                         1,605         11,638
       Amortization of technology rights                                                       10,000        107,917
       Amortization of deferred consulting and compensation                                   226,713      1,776,740
       Compensation expense payable in common stock                                           678,132        135,624
       Depreciation                                                                            53,165         82,608
       Other                                                                                    6,198             --
(Increase) decrease in assets:

       Accounts receivable and other receivables                                              (19,547)       (25,975)
       Due from affiliate                                                                          --        (10,643)
       Inventory                                                                             (331,844)            --
       Prepaid expenses and other current assets                                             (170,901)      (108,306)
       Deposits and other assets                                                               (3,447)       (20,354)
Increase (decrease) in liabilities:
       Accounts payable and accrued expenses                                                  237,511       (421,297)
       Deferred revenues                                                                        2,104         (8,035)
                                                                                          -----------    -----------
               NET CASH USED IN OPERATING ACTIVITIES                                       (2,452,604)    (1,985,177)
                                                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Investment in technology rights                                                             --       (522,500)
       Investment in patents                                                                 (308,757)            --
       Proceeds from sales of marketable securities                                           396,351             --

       Purchase of property and equipment                                                     (90,941)       (28,545)
                                                                                          -----------    -----------
               NET CASH USED IN INVESTING ACTIVITIES                                           (3,347)      (551,045)
                                                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Series A convertible preferred stock dividends paid                                   (121,250)      (115,842)
       Purchase of treasury stock                                                                (225)            --
       Proceeds from notes and loans payable                                                1,500,000             --
       Payments on notes and loans payable                                                         --       (302,511)
       Proceeds from sales of common stock and exercise of warrants
         and options, net of offering costs                                                    84,250      3,335,738
       Proceeds from issuance of preferred stock - Series A                                        --         75,000
                                                                                          -----------    -----------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                                    1,462,775      2,992,385
                                                                                          -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                                 $  (993,176)   $   456,163
Cash and Cash Equivalents at Beginning of Year                                              1,561,650      1,323,923
                                                                                          -----------    -----------
CASH AND CASH EQUIVALENTS AT END OF PERIODS                                               $   568,474    $ 1,780,086
                                                                                          ===========    ===========
</TABLE>

(Continued)


                                       5
<PAGE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

(continued)

<TABLE>
<CAPTION>
                                                                      For the six months
                                                                        ended June 30,
                                                                      -------------------
                                                                        2005       2004
                                                                      --------   --------
<S>                                                                   <C>        <C>
Accrued Compensation settled with Series A preferred stock            $     --   $ 24,000
                                                                      ========   ========
Debt and accrued liability settled/paid with common stock             $181,289   $391,961
                                                                      ========   ========
Common stock issued for deferred compensation                         $710,333   $     --
                                                                      ========   ========
Subscription receivable paid with reduction of notes payable          $     --   $ 18,575
                                                                      ========   ========
Conversion of Series A convertible preferred stock to common stock    $  1,076   $     30
                                                                      ========   ========
Series A preferred stock dividend resulting from intrinsic value of   $     --   $ 52,000
convertible preferred stock
                                                                      ========   ========
Series B preferred stock dividend resulting from intrinsic value of
   convertible preferred stock                                        $     --   $     24
                                                                      ========   ========
Cancellation of warrant                                               $ 27,200   $     --
                                                                      ========   ========
Other comprehensive loss from unrealized loss                         $  2,820   $     --
                                                                      ========   ========
</TABLE>

                 See accompanying notes to financial statements


                                       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 is focused on the design,  development  and sale of
LED displays utilizing the OnScreenTM architecture. The Company seeks to develop
innovative approaches to these products and delivery systems, which concentrates
in the commercial and government markets.

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 $3,286,999 and cash used in
operations of $2,452,604  for the six months ended June 30, 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 is continuing to raise additional capital for the  commercialization
of its OnScreen(TM)  technology  product lines;  which the Company believes will
provide  sufficient  cash  to  meet  its  funding   requirements  to  bring  the
OnScreen(TM)  technology  product lines into production during 2005 and 2006. As
the Company  continues to expand and develop its  technology  and product lines,
additional funding will be required.  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 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 REVENUE

The Company recognizes revenue from its products when persuasive  evidence of an
arrangement   exists,  the  product(s)  has  been  shipped,   collectability  is
reasonably assured and the price is fixed or determinable. In the event that the
contract  provides for  multiple  elements  (e.g.,  products,  installation  and
training),  the total amount  invoiced is allocated to these  elements  based on
"vendor-specific  objective  evidence"  of fair  value.  If any  portion  of the
revenue is subject to forfeiture, refund or other contractual contingencies, the
Company will postpone revenue  recognition until these  contingencies  have been
removed.  The Company generally  accounts for installation and training services
separate  from  product  revenue  for  those  multi-element  arrangements  where
services  are a  separate  element  and  are  not  essential  to the  customer's
functionality  requirements and there is "vendor-specific objective evidence" of
fair value for these services.  Installation and education services revenue,  is
recognized when the service has been performed.


                                       7
<PAGE>

Revenue from warranty and maintenance  activities is recognized ratably over the
term of the  warranty and  maintenance  period and the  unrecognized  portion is
recorded as deferred revenue.

The Company records any rental income pro-rata as earned over the rental period.

NOTE 3 INVENTORY

Inventories  are  stated at the  lower of cost  (first-in,  first-out  basis) or
market. All of the inventory is finished goods.

NOTE 4 LOSS PER COMMON SHARE

Common stock equivalents in the three- and six-month periods ended June 30, 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.

NOTE 5 INCOME TAXES

The Company has not  recognized an income tax benefit for its  operating  losses
generated in the three- and six-month periods ended June 30, 2005 and 2004 based
on  uncertainties  concerning  its ability to generate  taxable income in future
periods.  The tax benefits for the three- and  six-month  periods ended June 30,
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 6 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 fair
market value 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 and six months ended
June 30, 2005 and 2004:


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                     Three months ending June 30,          Six months ending June 30,
                                     ----------------------------          --------------------------
                                         2005              2004              2005              2004
                                     -----------       -----------       -----------       -----------
<S>                                  <C>               <C>               <C>               <C>
Net Loss Available to Common
   Stockholders:

Net loss available to common
   stockholders, as reported         $(2,098,851)      $(3,637,348)      $(3,286,999)      $(5,292,250)

Plus: Intrinsic value of
   compensation costs included
   in net loss                            45,767            38,067            56,234            92,334

Deduct:  Fair value of
   stock-based employee
   compensation costs                    (43,366)          (49,960)         (136,999)         (121,040)
                                     -----------       -----------       -----------       -----------

Pro forma net loss                   $(2,096,450)      $(3,649,241)      $(3,367,764)      $(5,320,956)
                                     ===========       ===========       ===========       ===========

Loss per common share
   available to common
   stockholders:

Basic and Diluted - as reported      $     (0.03)      $     (0.13)      $     (0.05)      $     (0.19)
                                     ===========       ===========       ===========       ===========
Basic and Diluted - pro forma        $     (0.03)      $     (0.13)      $     (0.05)      $     (0.19)
                                     ===========       ===========       ===========       ===========
</TABLE>

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

NOTE 7 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 8 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.  This third  party  company  conveyed to the Company all
right, title and interest of the OnScreenTM technology for $200,000.  One of the
Company's  directors  has an interest in the  third-party  company that conveyed
these  rights.  The  Company  now  owns  all  patent  rights  to the  OnScreenTM
technology  unencumbered  subject to the rights of a separate  party relating to
the percentages of revenue from  commercialization  of the direct view LED video
display technology.

NOTE 9 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  received an additional 2.1 million shares
of the Company's common stock and the vehicle  allowance was increased.  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.


                                       9
<PAGE>

On June 13, 2005,  the Company  entered into a three-year  employment  agreement
with a newly hired  Chairman  of the Board of  Directors.  The annual  salary is
$225,000  and he will also be  entitled to a stock  bonus  award  totaling  five
million shares of the Company's common stock based upon continued  employment at
specified dates over a two-year  period.  The stock bonus awards are accelerated
if the  Company's  stock price  achieves  certain  price per share  levels.  The
compensation  expense  related to the bonus  shares  will be  expensed  over the
vesting  period of each award.  The total value of the awards as measured on the
grant date was $1,350,000 based on a $0.27 per share  contemporaneous cash sales
price of which $455,625 was recorded as compensation expense as of June 30, 2005
and $50,625 was  recorded as accrued  compensation  payable with common stock at
June 30,  2005.At June 30, 2005, the Chairman was entitled to 1.5 million shares
upon  execution of his agreement  which is recorded as common stock  issuable at
June 30, 2005.

During May 2005, the Director of Administrative  Services'  employment agreement
automatically renewed for a three-year period. The annual salary is $75,000 with
an annual stock bonus of the Company's registered common stock equal in value to
$25,000.

NOTE 10 PREFERRED STOCK

During the six months  ended June 30,  2005,  the  Company  converted  1,076,487
shares of the Company's  Series A  convertible  preferred  stock into  4,305,948
shares  of the  Company's  common  stock  at the  request  of  certain  Series A
convertible preferred stock holders.

During  2005,  the Company  issued  240,000  shares of its Series A  convertible
preferred stock to its COO/CFO in accordance with his employment agreement.  The
240,000  shares  were valued at $1.00 per share  based on  contemporaneous  cash
sales  around the grant  date.  The total  value of these  shares of $240,000 is
being expensed over the three-year  employment  agreement with $120,000 deferred
and $120,000 expensed as of June 30, 2005.

NOTE 11 OTHER EQUITY TRANSACTIONS

During 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.

During April 2005,  the landlord  who had held 200,000  shares of the  Company's
common  stock which were held  contingent  on payment of the rent  returned  the
shares to the Company and the shares were  cancelled.  These shares had properly
not been included as outstanding  shares in the Company's  financial  statements
since they were contingently  returnable as collateral  shares,  therefore there
was no financial accounting effect of this transaction.

In accordance  with the employment  agreement,  during the six months ended June
30, 2005, the Company  repurchased  150,000 shares of common stock for $225 from
one of its employees who left the Company. These shares are recorded as treasury
stock  shares.  These shares were not vested at the time the  employee  left the
Company;  therefore,  additional  paid-in-Capital and deferred  compensation was
reduced by $151,500 during the six months ended June 30, 2005.


                                       10
<PAGE>

During  2005,  the  Company  repriced  options to a former  employee to purchase
1,050,000 shares of its common stock that previously had exercise prices ranging
from  $0.25 to $0.35 per share to an  exercise  price of $0.20  per  share.  The
Company recorded $38,500 of compensation expense and additional  paid-in-capital
related to this transaction.

During 2005,  the Company  issued 200,000 shares of its common stock that it had
accrued at December 31, 2004.

During  2005,  warrants and options  were  exercised to purchase  335,000 of the
Company's  common  stock.  The Company  received  $84,250 of proceeds from these
exercises of warrants and options.  Also,  during 2005, the Company  reduced the
deferred  compensation account by $27,200 for the cancellation of an option that
was not fully vested when the employee left the Company.

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 is focused on the design,  development  and sale of
LED displays utilizing the OnScreenTM architecture. The Company seeks to develop
innovative approaches to these products and delivery systems, which concentrates
in the commercial and government markets.

The Company began  shipping its living  windowTM  product  during June 2005. The
Company  expects its other products will begin shipping during 2006. The Company
does not expect to record any  significant  growth in revenues  until its living
windowTM product is fully deployed  nationwide.  The Company expects to continue
to receive some revenue from its mobile LED truck.

During the six months  ended  June 30,  2005,  the  Company  continued  to incur
significant  losses  from  operations.  The  Company  incurred  a  net  loss  of
$3,286,999  for the six months ended June 30, 2005.  This net loss of $3,286,999
includes  non-cash  charges  of  approximately  $943,000  for  compensation  and
services  expense  including  amortization of deferred  compensation  related to
equity given or to be given to employees and consultants for services provided.


                                       11
<PAGE>

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 the six months ended June 30, 2005 the Company received  proceeds of $1.5
million  for an  unsecured  six-month  note and  $84,250  from the  exercise  of
warrants and options. These funds will assist 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 The Company relies on various intellectual  property laws
and  contractual  restrictions  to protect its  proprietary  rights in products,
logos and services.  These include  confidentiality,  invention  assignment  and
nondisclosure  agreements with the Company's 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,  the Company intends to pursue the  registration of its trademarks and
service marks in the U.S. and internationally.

The Company  continues  to file and protect its  intellectual  property  rights,
trademarks  and  products  through  continued  filings  with the US  Patent  and
Trademark Office and, as applicable, internationally.

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.


                                       12
<PAGE>

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.

Patent Costs

The Company estimates the patents it has filed 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  will be  expensed.  A change in the
estimate of the patent  having a future  beneficial  value to the  Company  will
impact the other assets and expense accounts of the Company.

Revenue Recognition

The recognition of the Company's revenues requires judgment, including whether a
sale includes multiple elements,  and if so, whether  vendor-specific  objective
evidence  (VSOE) of fair value  exists  for those  elements.  Customers  receive
certain  elements of our products over a period of time.  These elements include
installation  and  training  services.  The ability to  identify  VSOE for those
elements and the fair value of the respective  elements could materially  impact
the amount of earned and unearned revenue.  Also, the Company offers an extended
warranty for which the revenues are initially  recorded as deferred  revenue and
recorded to revenue  ratably over the applicable  warranty  period.  The Company
does not have any history as to the costs  expected to be incurred in performing
these services.  Therefore,  revenues may be recorded that are not in proportion
to the costs expected to be incurred in performing these services.

Liquidity and Capital Resources

General

The Company's  cash and cash  equivalents  balance at June 30, 2005 is $568,474.
The  Company  has a  negative  working  capital  balance  at  June  30,  2005 of
$1,112,474.  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 $2,452,604 for the six months ended June 30, 2005.

During the first six  months 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 six months of 2005,  the  Company  recorded  a total of  approximately
$943,000  for  compensation  and  services  expense  including  amortization  of
deferred  compensation  related to equity given or to be given to employees  and
consultants for services provided.


                                       13
<PAGE>

As the Company  focuses on the  OnScreen(TM)  technology  during  2005,  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  until its living  windowTM  product is
fully deployed  nationwide.  The living windowTM  product began shipping in June
2005 and the  Company's  other  products are expected to begin  shipping  during
2006.

Capital Expenditures and Investments

During the first six months of 2005, the Company invested  approximately $91,000
in fixed assets which includes  approximately $24,000 for fixed assets which was
mainly computer equipment and software used for sales,  marketing,  research and
development and administration and approximately $67,000 for OnScreenTM products
to be used for sales  demonstrations at customer sites.  During the remainder of
2005,  the  Company  anticipates  that  its  capital   expenditures  should  not
significantly change. The Company outsources the manufacture of its products.

The Company  invested  $308,757 in patent  costs  during the first six months 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
OnScreenTM product developments.

The  Company  received  $396,351  of  proceeds  from  the  sales  of  marketable
securities during the first six months of 2005.

Financing activities
During the second quarter of 2005, the Company received proceeds of $84,250 from
the exercise of warrants and  options.  During the first six month of 2005,  the
Company  received $1.5 million of proceeds from a six-month  unsecured note. The
Company  plans on raising the capital  needed to payoff the notes payable and to
fund the further development and marketing of the Company's products. During the
first six months of 2005, the Company paid $121,250 of dividends on its Series A
convertible preferred stock. During the second quarter of 2005, the Company paid
$225 to buy 150,000  shares of its common stock in accordance  with an agreement
the Company had with an employee as part of the employee's  separation  from the
Company.

Recap of liquidity and capital resources
The Company is seeking to raise additional capital for the  commercialization of
its  OnScreen(TM)  technology  product  lines  which the Company  believes  will
provide sufficient cash to meet its short-term working capital  requirements for
the next  twelve  months.  As the  Company  continues  to expand and develop its
technology and product lines,  additional funding will be required.  The Company
will  attempt to raise  these funds  through  borrowing  instruments  or issuing
additional equity.

The Company is currently in the final stages of negotiating a private  placement
of  convertible  notes  of  between   $1,000,000  to  $2,000,000.   The  Company
anticipates  the  interest  rate on  these  notes  will be 12%  with an  initial
maturity  date of 90 days,  which can be extended for an  additional 90 days, at
the option of the Company.  The Company anticipates the initial conversion price
will be approximately  $.25, subject to further adjustment and negotiation.  The
proceeds  from the sale of such  securities  should be sufficient to satisfy the
Company's short-term working capital requirements.

Management  of the  Company  believes  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 and there is no assurance that such  financing will close.  Management
expects the OnScreenTM LED technology to be commercialized during 2005 and 2006.
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. There is no assurance the
Company  will be able to raise such  additional  capital.  The  failure to raise
additional  capital or generate  product  sales in the expected  time frame will
have a material adverse effect on the Company.


                                       14
<PAGE>

Results of Operations

Revenue

During the six months  ended June 30 2005,  revenue  was $53,119 and $81,193 for
the same period during 2004.  The revenue for the six months ended June 30, 2005
is comprised of $17,443 from living  windowTM  products and related  add-ons and
$35,676 from the LED Truck rental.  For the six months ended June 30, 2004,  the
Company  recorded  $68,500  of revenue  from the LED Truck and  $12,693 of other
revenue.

During the three months ended June 30 2005,  revenue was $32,626 and $47,034 for
the same period  during  2004.  The revenue for the three  months ended June 30,
2005 is comprised of $17,443 from living  windowTM  products and related add-ons
and $15,183 from the LED Truck rental. For the three months ended June 30, 2004,
the Company  recorded  $39,500 of revenue from the LED Truck and $7,534 of other
revenue.

The Company began shipping its living windowTM product during late June 2005. As
the living windowTM product  penetrates the marketplace,  the Company's  expects
its revenues will increase during 2005 compared to the prior quarters.

Cost of revenue

The cost of revenue for the six months  ended June 30, 2005 and 2004 was $63,240
and $488,  respectively.  For the three months ended June 30, 2005 and 2004, the
cost of revenue was $45,868 and $488, respectively.  Given the low sales volumes
the  Company  expects  it  cost of  sales  to  fluctuate  between  periods  as a
percentage of its revenues.

During 2005, the Company  refined its process of capturing the costs  associated
with the LED truck,  thus the costs are higher for cost of sales  related to the
LED truck 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  $5,076,095 for the six months ended June 30, 2004
to $2,484,432  for the same period  during 2005.  This decrease of $2,591,663 is
primarily  the  result  of  decreased   consulting   expenses  of  approximately
$2,156,000 and decreased compensation expenses of approximately $409,000.

SG&A  expenses  decreased  $1,807,069  for the three  months ended June 30, 2005
compared to the same period in 2004.  This  decrease is primarily  the result of
decreased   consulting  expenses  of  approximately   $1,220,000  and  decreased
compensation expenses of approximately $515,000.

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  $1,220,000  and
$2,156,000 in consulting  expense during the three and six months ended June 30,
2005,  respectively,  compared  to the same period in 2004.  The total  non-cash
compensation  expense was  $15,000  for the three and six months  ended June 30,
2005.


                                       15
<PAGE>

The decrease in compensation  expense in 2005 compared to 2004 was mainly due to
the non-cash  compensation of approximately  $1,433,000 recorded during 2004 for
stock issued to the  CEO/President  which was offset by the expenses  associated
with 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 and six months  ended June 30, 2005 is  approximately  $757,000  and
$928,000, respectively.

The company anticipates its sales and marketing  expenditures to increase during
the remainder of 2005 compared to the first six months of 2005 as the Company is
in the  process  of the  commercialization  and  marketing  of its  OnScreen(TM)
product lines. 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 increase of $172,166 and
$276,209 in research and development  during the three and six months ended June
30,  2005,  respectively  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 three and six months
ended June 30, 2005  compared to the same period in 2004.  The Company  does not
expect this item to be significant during the balance of 2005.

Settlement Gain (Loss), Net

The Company did not have any significant settlement gain (loss) during the three
and six months ended June 30, 2005.

The net  settlement  gain for the three and six months  ended June 30,  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 $54,375 and $56,250 for the three and six months ended
June 30, 2005,  respectively  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 third quarter related to this note.

The interest  expense of $64,070 for the six months ended June 30, 2004, was for
$46,500  of  non-cash  interest  related to the value of  options  issued  under
default provisions of certain notes and $17,570 of other non-cash interest.  The
$8,558 of  interest  expense  for the three  months  ended June 30, 2004 was for
non-cash interest.

Preferred Stock Dividends

During the six months ended June 30, 2005 and 2004, the Company  recorded Series
A Convertible Preferred Stock dividends of $106,206 and $196,022,  respectively.
During the three  months  ended June 30,  2005 and 2004,  the  Company  recorded
Series  A  Convertible   Preferred  Stock  dividends  of  $47,115  and  $72,541,
respectively.  The Company  expects the preferred  stock dividends will be lower
for 2005  compared to 2004 as some of the  preferred  stock was  converted  into
common stock during 2005.


                                       16
<PAGE>

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
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 process of being scheduled for trial.

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 second quarter
of 2005, the Company issued  2,100,000 shares of its common stock to an employee
for services performed. These services were valued at $567,000.

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 second quarter
of 2005,  the Company issued 200,000 shares of its common stock for a settlement
expense it had accrued for at December  31,  2004.  These  shares were valued at
$54,000.

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 second quarter
of 2005,  certain Series A Preferred Stock holders  converted  375,598 shares of
Series A Preferred Stock to 1,502,392 shares of the Company's common stock.


                                       17
<PAGE>

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 second 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 were valued
at $120,000.

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

(a) Exhibits

Exhibit
Number                              Description

10.1  Employment Agreement between the Company and Charles Baker, dated June 13,
      2005.

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.


                                       18
<PAGE>

                                   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 12th day of August 15th, 2005.

                                OnScreen Technologies, Inc.
                                       (Registrant)


                 by:   /s/           John "JT" Thatch
                      -----------------------------------------------
                                     John "JT" Thatch
                        President/Chief Executive Officer/Director


                 by:  /s/            Mark R. Chandler
                      -----------------------------------------------
                                     Mark R. Chandler
                      Chief Operating Officer/Chief Financial Officer


                                       19