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 September 30, 2007





Commission
      File Number 0-29195





ONSCREEN
      TECHNOLOGIES, INC.


(Name
      of
      Small Business Issuer in Its Charter)





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




600
      NW
      14 th Avenue,
      Suite 100


Portland,
      Oregon 97209


(503)
      417-1700


(Address
      and Telephone Number of Principal Executive Offices and Principal Place of
      Business)





William
      J. Clough, CEO/President


OnScreen
      Technologies, Inc.


600
      NW
      14 th Avenue,
      Suite 100


Portland,
      Oregon 97209


(503)
      417-1700


(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
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
o
      NO x





As
      of
      November 13, 2007, there were 156,380,626 shares of the Company's common stock
      outstanding, 75,543 shares of Series A Convertible Preferred Stock outstanding,
      no shares of Series B Convertible Preferred Stock outstanding, and no shares
      of
      Series C Convertible Preferred Stock outstanding.





ONSCREEN
      TECHNOLOGIES, INC.





INDEX





Part
                IPageItem
                1
            
            Financial
                Statements
            
            3Condensed
                Balance Sheets (unaudited)
            
            3Condensed
                Statements of Operations (unaudited)
            
            4Condensed
                Statements of Cash Flows (unaudited)
            
            5Notes
                to the Condensed Financial Statements (unaudited)
            
            7Item
                2
            
            Management’s
                Discussion and Analysis ofFinancial
                Condition and Results of Operations
            
            13Overview
            
            13Intellectual
                Property
            
            14Critical
                Accounting Policies
            
            14Liquidity
                and Capital Resources
            
            15Results
                of Operations
            
            16Item
                3
            
            Controls
                and Procedures
            
            18Part
                IIItem
                1
            
            Legal
                Proceedings.
            
            19Item
                2
            
            Changes
                in Securities
            
            19Item
                3
            
            Defaults
                Upon Senior Securities
            
            19Item
                4
            
            Submission
                of Matters to a Vote of Security Holders
            
            19Item
                5
            
            Other
                Information
            
            20Item
                6
            
            Exhibits
                and Reports on Form 8-K
            
            20Signatures
            
            21Exhibits







**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**ONSCREEN
      TECHNOLOGIES, INC.**


**CONDENSED
      BALANCE SHEETS**


**September
                  30, 2007**
                **(Unaudited)**
              
              **December
                  31, 2006****Assets****Current
                  Assets**Cash
                  and cash equivalents
              
              $
              115,487
              
              $
              570,501Accounts
                  receivable, net of allowance of $5,328 at September 30, 2007 and
                  December
                  31, 2006
              
              
              53,889
              
              
              11,295Inventory
              
              
              1,088,305
              
              
              2,125,735Prepaid
                  expenses and other current assets
              
              
              152,865
              
              
              141,474**Total
                  Current Assets**
              
              
              **1,410,546**
              
              
              **2,849,005****Property
                  and Equipment, net of accumulated depreciation of $141,304 at September
                  30, 2007 and $119,057 at December 31, 2006**
              
              
              **40,322**
              
              
              **102,239****Other
                  Assets**Note
                  receivable
              
              
              97,500
              
              
              115,000Technology
                  rights, net of accumulated amortization of $511,622 at September
                  30, 2007
                  and $332,843 at December 31, 2006
              
              
              4,381,121
              
              
              4,509,900Patent
                  costs, net of accumulated amortization
              
              
              627,049
              
              
              582,965Other
                  assets
              
              
              21,634
              
              
              22,173**Total
                  Other Assets**
              
              
              **5,127,304**
              
              
              **5,230,038****Total
                  Assets**
              
              $
              6,578,172
              
              $
              8,181,282**Liabilities
                  and Stockholders’ Equity****Current
                  Liabilities**Accounts
                  payable and other payables
              
              $
              274,076
              
              $
              480,960Preferred
                  stock dividends payable
              
              
              7,554
              
              
              27,353Accrued
                  expenses
              
              
              192,633
              
              
              132,914Accrued
                  compensation
              
              
              63,916
              
              
              85,000Deferred
                  revenue
              
              
              4,983
              
              
              8,260Convertible
                  notes payable, net of discounts of $112,362 at September 30, 2007
                  and
                  $52,439 at December 31, 2006
              
              
              1,537,638
              
              
              947,561**Total
                  Current Liabilities**
              
              
              **2,080,800**
              
              
              **1,682,048**Long
                  term notes payable
              
              
              1,100,000
              
              
              -Long
                  term convertible notes payable, net of discounts of $0.00 at September
                  30,
                  2007 and $253,303 at December 31, 2006
              
              
              -
              
              
              396,697**Total
                  Liabilities**
              
              
              **3,180,800**
              
              
              **2,078,745****Commitments
                  (Note 7)**
              
              
              -
              
              
              -**Stockholders'
                  Equity**Preferred
                  stock, par value $0.001; 10,000,000 shares authorizedConvertible
                  Series A, Preferred stock, 5,000,000 shares authorized, 75,543
                  sharesand
                  90,543 shares outstanding at September 30, 2007 and December 31,
                  2006,respectively;
                  liquidation preference of $75,543 at September 30, 2007
              
              
              76
              
              
              91Convertible
                  Series B preferred stock, 30,000 shares authorized, no shares issued
                  at
                  September 30, 2007 and December 31, 2006, respectively.Convertible
                  Series C preferred stock, 10,00 shares authorized, no sharesIssued
                  at September 30, 2007
              
              
              -
              
              
              -Common
                  stock, par value $0.001; 200,000,000 shares authorized,151,705,295
                  and 147,127,238 shares issued and outstanding atSeptember
                  30, 2007 and December 31, 2006, respectively
              
              
              151,698
              
              
              147,127Common
                  stock issuable, at par value, 1,153,846 shares
              
              
              1,154
              
              
              -Additional
                  paid-in capital
              
              
              49,785,178
              
              
              48,926,371Accumulated
                  deficit
              
              
              (46,540,734
              )
              
              (42,971,052
              )**Total
                  Stockholders' Equity**
              
              
              **3,397,372**
              
              
              **6,102,537****Total
                  Liabilities and Stockholders' Equity**
              
              $
              6,578,172
              
              $
              8,181,282




See
      accompanying notes to financial statements


3


**ONSCREEN
      TECHNOLOGIES, INC.**


**CONDENSED
      STATEMENTS OF OPERATIONS**


**(UNAUDITED)**





**For
                the three months ended**
              **September
                30,**
            
            **For
                the nine months ended September 30,****2007**
            
            **2006**
            
            **2007**
            
            **2006****Revenues**
            
            $
            20,531
            
            $
            84,145
            
            $
            145,195
            
            $
            148,950**Cost
                of Revenues**
            
            
            **10,272**
            
            
            **327,131**
            
            
            **1,188,135**
            
            
            **772,836****Gross
                Profit**
            
            
            **10,259**
            
            
            **(242,986**
            **)**
            
            **(1,042,940**
            **)**
            
            **(623,886**
            **)****Operating
                Expenses**Selling,
                general and administrative
            
            
            **437,728**
            
            
            **759,054**
            
            
            **1,222,347**
            
            
            **5,578,666**Research
                and development
            
            
            **230,748**
            
            
            **516,485**
            
            
            **879,652**
            
            
            **2,051,935**Restructuring
                costs
            
            
            **-**
            
            
            **-**
            
            
            **0**
            
            
            **13,967**Bad
                debt
            
            
            **-**
            
            
            **-**
            
            
            **3,995**
            
            
            **-****Total
                Operating Expenses**
            
            
            **668,476**
            
            
            **1,275,539**
            
            
            **2,105,994**
            
            
            **7,644,568****Loss
                from Operations**
            
            
            **(658,217**
            **)**
            
            **(1,518,525**
            **)**
            
            **(3,148,934**
            **)**
            
            **(8,268,454**
            **)****Other
                Income (Expense)**Other
                income
            
            
            **50,423**
            
            
            **2,965**
            
            
            **74,081**
            
            
            **30,139**Other
                expense
            
            
            
            
            
            
            
            
            **(12,923**
            **)**Settlement
                gain (loss), net
            
            
            **-**
            
            
            **175,000**
            
            
            **-**
            
            
            **(2,489,507**
            **)**Change
                in fair value of warrant liability
            
            
            **-**
            
            
            **2,039,181**
            
            
            **-**
            
            
            **3,718,543**Intrinsic
                value of convertible debt and amortization of debt
                discount
            
            
            **(64,459**
            **)**
            
            **(158,489**
            **)**
            
            **(281,165**
            **)**
            
            **(2,358,217**
            **)**Interest
                expense
            
            
            **(80,448**
            **)**
            
            **(819,385**
            **)**
            
            **(200,741**
            **)**
            
            **(1,504,089**
            **)****Total
                Other Income (Expense), Net**
            
            
            **(94,484**
            **)**
            
            **1,239,272**
            
            
            **(420,748**
            **)**
            
            **(2,603,131**
            **)****Net
                Loss**
            
            
            **(752,701**
            **)**
            
            **(279,253**
            **)**
            
            **(3,569,682**
            **)**
            
            **(10,871,585**
            **)**Preferred
                Stock Dividends
            
            
            **-**
            
            
            **49,794**
            
            
            **-**
            
            
            **(49,926**
            **)****Net
                Loss Available to Common Stockholders**
            
            $
            (752,701
            )
            $
            (229,459
            )
            $
            (3,569,682
            )
            $
            (10,921,511
            )Basic
                and Diluted Loss Per Common Share Available to Common
                Stockholders
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.02
            )
            $
            (0.10
            )Weighted
                average common shares outstanding
            
            
            **150,984,050**
            
            
            **130,287,737**
            
            
            **149,469,095**
            
            
            **106,641,991**





See
      accompanying notes to financial statements


4


**ONSCREEN
      TECHNOLOGIES, INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**




**For
                the nine months ended**
              **September
                30,****2007**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                Loss
            
            $
            (3,569,682
            )
            $
            (10,871,585
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock,
                warrants and notes issued for compensation and services
            
            
            49,453
            
            
            2,123,676Change
                in fair value of warrant liability
            
            
            -
            
            
            (3,718,543
            )Non-cash
                interest expense, including intrinsic value of convertible debt and
                amortization of debt discount
            
            
            281,166
            
            
            2,358,216Non-cash
                gain on settlement, net
            
            
            -
            
            
            2,629,984Bad
                debt expense
            
            
            3,995
            
            
            2,333Amortization
                of technology rights
            
            
            178,779
            
            
            123,006Amortization
                of patent costs
            
            
            7,624
            
            
            -Amortization
                of deferred consulting and compensation
            
            
            -
            
            
            258,223Amortization
                of deferred financing fees
            
            
            -
            
            
            381,050Loss
                on disposal of assets
            
            
            12,353
            
            
            -Impairment
                of inventory
            
            
            1,046,233
            
            
            -Compensation
                expense payable in common stock
            
            
            18,748
            
            
            328,541Depreciation
            
            
            40,866
            
            
            94,500Other
            
            
            -
            
            
            4,413**(Increase)
                decrease in assets:**Accounts
                receivable and other receivables
            
            
            (46,589
            )
            
            (133,973
            )Notes
                receivable
            
            
            17,500
            
            
            -Inventory
            
            
            (8,803
            )
            
            (2,085,000
            )Prepaid
                expenses and other current assets
            
            
            (11,391
            )
            
            (9,839
            )Deposits
                and other assets
            
            
            539
            
            
            70,420**Increase
                (decrease) in liabilities:**Accounts
                payable and accrued expenses
            
            
            (168,249
            )
            
            1,673,256Deferred
                revenues
            
            
            (3,277
            )
            
            (810
            )**NET
                CASH USED IN OPERATING ACTIVITIES**
            
            
            (2,150,735
            )
            
            (6,772,132
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Investment
                in technology rights
            
            
            (50,000
            )
            
            (800,000
            )Investment
                in patents
            
            
            (51,708
            )
            
            (76,375
            )Proceeds
                from sales of fixed assets
            
            
            8,700
            
            
            -Proceeds
                from sales of marketable securities
            
            
            -
            
            
            31,291Purchase
                of property and equipment
            
            
            -
            
            
            (25,150
            )**NET
                CASH USED IN INVESTING ACTIVITIES**
            
            
            (93,008
            )
            
            (870,234
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from notes and loans payable
            
            
            1,357,500
            
            
            7,294,950Payments
                on notes and loans payable
            
            
            (80,000
            )
            
            (375,475
            )Proceeds
                from sales of common stock and exercise of warrants and options net
                of
                offering costs
            
            
            511,229
            
            
            181,550**NET
                CASH PROVIDED BY FINANCING ACTIVITIES**
            
            
            1,788,729
            
            
            7,101,025NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            (455,014
            )
            
            (541,341
            )Cash
                and Cash Equivalents at Beginning of Year
            
            
            570,501
            
            
            727,141**CASH
                AND CASH EQUIVALENTS AT END OF PERIODS**
            
            **$**
            **115,487**
            
            **$**
            **185,800****(continued)**


5


**ONSCREEN
      TECHNOLOGIES, INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS (continued)**


**(UNAUDITED)**




For
                the nine months endedSeptember
                30,2007
            
            2006SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Income
                taxes paid
            
            $
            -
            
            $
            -Interest
                paid
            
            $
            118,143
            
            $
            335,039SUPPLEMENTAL
                DISCLOSURE OF NON-CASHINVESTING
                AND FINANCING ACTIVITIES:Conversion
                of Series A convertible preferred stock to common stock
            
            $
            15
            
            $
            1,610Discount
                on debt of convertible notes payable
            
            $
            87,786
            
            $
            3,606,844Accounts
                payable converted to notes payable
            
            $
            -
            
            $
            375,475Conversion
                of debt to common stock
            
            $
            177,500
            
            $
            9,454,040Technology
                rights acquired through issuance of warrants
            
            $
            -
            
            $
            3,520,243Common
                stock issued for deferred consulting and compensation and accrued
                liabilities payable in common stock
            
            $
            41,333
            
            $
            833,315Other
                comprehensive loss from unrealized loss (gain)
            
            $
            -
            
            $
            -Reclassification
                of warrants from equity to liabilities
            
            $
            -
            
            $
            5,668,578





See
      accompanying notes to financial statements


6


**ONSCREEN
      TECHNOLOGIES, INC.**





**NOTES
      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1 BASIS OF PRESENTATION AND GOING CONCERN**





OnScreen
      Technologies, Inc. (sometimes hereafter referred to as “OnScreen” or “the
      Company”) has developed and is commercializing innovative thermal management
      solutions capable of revolutionizing the LED display, semiconductor and
      electronic packaging industries. Utilizing its patented and patent-pending
      thermal technologies and architecture the Company has developed advanced,
      proprietary cooling applications that provide increased performance and are
      less
      expensive to install and support than competing products and technologies.
      The
      Company is primarily focused on commercialization of its innovative thermal
      cooling technology, WayCool.





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 had a net loss of $3,569,682, and cash used
      in
      operations of $2,150,735 for the nine months ended September 30, 2007. The
      ability of the Company to continue as a going concern is dependent on the
      Company's ability to bring the OnScreenTM 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 OnScreenTM technology product lines which the Company believes should provide
      sufficient cash to meet its 2007 funding requirements. As the Company continues
      to expand and develop its technology and product lines, additional funding
      may
      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 and terms of additional financing and capital 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, 2006.





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 USE OF ESTIMATES**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities at the date of
      the
      financial statements, and the reported amounts of revenues and expenses during
      the reporting period. Actual results could differ from those estimates.
      Significant estimates in 2007 and 2006 include estimates used to review the
      Company’s long-lived assets for impairment, inventory valuation, valuations of
      non-cash capital stock issuances, valuations of derivatives and the valuation
      allowance on deferred tax assets.




7





**NOTE
      3 LOSS PER COMMON SHARE**





Common
      stock equivalents in the three and nine months ended September 30, 2007 and
      2006
      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.





At
      September 30, 2007 and 2006, 37,959,524 and 50,950,510, respectively, potential
      common stock shares are issuable upon the exercise of warrants and options
      and
      conversion of debt to common stock. These are excluded from computing the
      diluted net loss per share as the effect of such shares would be
      anti-dilutive.





**NOTE
      4 INCOME TAXES**





The
      Company has not recognized an income tax benefit for its operating losses
      generated in the nine month periods ended September 30, 2007 and 2006 based
      on
      uncertainties concerning its ability to generate taxable income in future
      periods. The tax benefit for the nine months ended September 30, 2007 and 2006
      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
      5 STOCK-BASED EMPLOYEE COMPENSATION**





On
      January 1, 2006, the Company implemented Statement of Financial Accounting
      Standard 123 (revised 2004) (“SFAS 123(R)”), “Share-Based
      Payment” which replaced SFAS 123 “Accounting for Stock-Based Compensation” and
      superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS
      123(R) requires the fair value of all stock-based employee compensation awarded
      to employees to be recorded as an expense over the related vesting period.
      The
      statement also requires the recognition of compensation expense for the fair
      value of any unvested stock option awards outstanding at the date of adoption.
      During 2006, all employee stock compensation is recorded at fair value using
      the
      Black Scholes Pricing Model. In adopting SFAS 123(R), the Company used the
      modified prospective application (“MPA”). MPA requires the Company to account
      for all new stock compensation to employees using fair value, and to use fair
      value for any portion of awards prior to January 1, 2006 for which the requisite
      service has not been rendered and the options remain outstanding as of January
      1, 2006. The Company recognized the compensation cost for the portion of the
      award where the requisite service was rendered on or after January 1, 2006.
      The
      fair value for these awards is determined based on the grant date.





On
      August
      25, 2005, the Board of Directors approved the 2005 Equity Incentive Plan (“2005
      Plan”) for 2,000,000 shares of the Company’s common stock. The 2005 Plan
      provides for the issuance of stock options to attract, retain and motivate
      employees, to encourage employees, directors and independent contractors to
      acquire an equity interest in the Company, to make monetary payments to certain
      employees based upon the value of the Company’s stock, and provide employees,
      directors and independent contractors with an incentive to maximize the success
      of the Company and further the interest of the shareholders. The 2005 Plan
      provides for the issuance of Incentive Stock Options and Non Statutory Options.
      The Administrator of the plan shall determine the exercise price per share
      at
      the time the option is granted, but the exercise price shall not be less than
      the fair market value on the date the option is granted. Stock options granted
      under the 2005 Plan have a maximum duration of 10 years.




8





On
      June
      26, 2000, the Company’s Board of Directors adopted the OnScreen Technologies,
      Inc. 2000 Stock Option Plan (the “Plan”). The Plan provides for the issuance of
      incentive stock options (ISO’s) to any individual who has been employed by the
      Company for a continuous period of at least six months. The Plan also provides
      for the issuance of Non Statutory Options (NSO’s) to any employee who has been
      employed by the Company for a continuous period of at least six months, and
      any
      director or consultant to the Company. The Company may also issue reload options
      as defined in the plan. The total number of common shares of common stock
      authorized and reserved for issuance under the Plan is 600,000 shares. The
      Board
      shall determine the exercise price per share in the case of an ISO at the time
      an option is granted and such price shall be not less than the fair market
      value
      or 110% of fair market value in the case of a ten percent or greater
      stockholder. In the case of a NSO, the exercise price shall not be less than
      the
      fair market value of one share of stock on the date the option is granted.
      Unless otherwise determined by the Board, ISO’s and NSO’s granted under the Plan
      have a maximum duration of 10 years.





The
      following information is presented for the non-vested stock options for the
      three and nine months ended September 30, 2007:





Three
                Months Ended
            
            Nine
                Months EndedNumber
                of Shares
            
            Weighted
                Avg. Grant-date Fair Value
            
            Number
                of Shares
            
            Weighted
                Avg. Grant-date Fair ValueNon-vested
                stock options at beginning of period
            
            
            -
            
            
            -
            
            
            485,000
            
            $
            0.45Granted
                during the period
            
            
            -
            
            
            -
            
            
            -
            
            
            -Vested
                during the period
            
            
            -
            
            
            -
            
            
            (27,500
            )
            $
            0.33Forfeited
                during the period
            
            
            -
            
            
            
            
            
            (457,500
            )
            
            -Non-vested
                stock options at September 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -




9


The
      following information is presented for the stock option activity for the three
      and nine months ended September 30, 2007:





Three
                Months Ended
            
            Nine
                Months Ended#
                of shares
            
            Weighted
                Average Exercise Price
            
            #
                of shares
            
            Weighted
                Average Exercise Price
            
            Weighted
                Average Remaining Contract Life
            
            Aggregate
                Intrinsic ValueOutstanding
                atbeginning
                of period:
            
            
            4,608,500
            
            $
            0.14
            
            
            5,463,500
            
            $
            0.14Forfeited
            
            
            (77,500
            )
            $
            0.93
            
            
            (682,500
            )
            $
            0.20Granted
            
            
            -
            
            
            -
            
            
            -
            
            
            -Exercised
            
            
            -
            
            $
            0.01
            
            
            (250,000
            )
            $
            0.01Outstanding
                atSeptember
                30, 2007
            
            
            4,531,000
            
            $
            0.13
            
            
            4,531,000
            
            $
            0.14
            
            
            9.3.1
                years
            
            $
            16,165Outstanding
                exercisableat
                September 30, 2007
            
            
            4,531,000
            
            $
            0.13
            
            
            4,531,000
            
            $
            0.14
            
            
            9.3.1
                years
            
            $
            16,165




The
      fair
      value of each stock option is estimated on the date of grant using a Black
      Scholes Pricing Model. The fair value of options granted during 2006 was
      estimated using the following approximate assumptions: dividend yield of 0%,
      expected volatilities of 130% -202%, risk-free interest rates of 4.4% - 5.2%,
      and expected lives of 1 - 5 years. There have been no options granted during
      2007.





In
      accordance with SFAS 123(R), during the nine months ended September 30, 2007,
      the Company recognized compensation expense of $9,453 for the fair value of
      stock options over the vesting period. Due to the Company’s net loss position,
      there was no tax effect recognized.





At
      September 30, 2007, the Company has $3,578 of unrecognized compensation costs
      related to non-vested awards and the Company expects to recognize this expense
      by the end of 2007.





**NOTE
      6 NOTES PAYABLE**





At
      December 31, 2006 eighteen-month secured convertible promissory notes totaling
      $1,650,000 were outstanding. During the nine months ended September 30, 2007,
      the Company entered into eighteen-month secured convertible promissory notes
      totaling $177,500. Interest accrues at 12% per annum, payable monthly, until
      the
      maturity of these notes at which time the principal is due. The note holder
      has
      the right to convert the note to the Company’s common stock at the greater of a
      per share price equal to 80% of the average closing bid price of the stock
      for
      10 days preceding the conversion date or $0.20. During the nine months ended
      September 30, 2007, note holders converted $177,500 of the notes into the
      Company’s common stock. Unamortized debt discount as of September 30, 2007 is
      $112,362.





During
      the nine months ended September 30, 2007, the Company entered into twenty-four
      month secured promissory notes and received proceeds totaling $1,100,000.
      Interest accrues at 12% per annum, payable monthly, until the maturity of these
      notes at which time the principal is due.




10





In
      April
      of 2007 the Company entered into a three-month promissory note and received
      proceeds totaling $80,000. Interest accrues at 12% per annum until the maturity
      of this note, at which time the principal is due. In July 2007, $40,800 of
      principal and interest was repaid, and the remaining principal and interest
      of
      $42,000 was repaid in August 2007 (see note 11).





**NOTE
      7 TECHNOLOGY RIGHT AND LICENSE AGREEMENT**





On
      January 8, 2007, the Company reached an agreement with the inventor of the
      WayCool technology to purchase from him the cooling solution designed for the
      solar industry for a purchase price of $50,000. Conditions of the agreement
      reached between the two parties included fulfillment by the inventor of all
      obligations required to obtain a filing of the provisional application for
      the
      patent and to provide technical advice to implement the cooling
      solution.





**NOTE
      8 COMMITMENTS**





On
      January 1, 2007, the Company entered into an agreement with a consultant to
      provide research and development services. For these services, the Company
      pays
      a monthly fee of $5,000 over a one-year period.





In
      August
      of 2007 the Company entered into an agreement with a consultant to provide
      strategic marketing services. For these services, through March of 2008, the
      Company pays a fee of $120,000 in quarterly installments. In addition, the
      consultant has the ability to earn up to 1,500,000 shares of the Company’s
      common stock for goals achieved per the agreement. As of September 30, 2007,
      no
      share have been issued.





**NOTE
      9 PREFERRED STOCK**





During
      the nine months ended September 30, 2007, the Company converted 15,000 shares
      of
      the Company’s Series A convertible preferred stock into 75,000 shares of the
      Company’s common stock at the request of certain Series A convertible preferred
      stock holders.





The
      Company authorized for issuance 10,000 shares of Preferred stock, designated
      as
      Series C Preferred Stock, as the result of a negotiated investment plan with
      a
      specific investment group. Ownership of the stock is limited to this investment
      group. The owners and holders of the Series C Preferred Stock have the rights
      to
      appoint three board seats, and have the right to exchange any Common Shares
      they
      own into shares of Series C Preferred stock at any time, up to the number of
      Series C Preferred shares authorized, at a one for one ratio.





**NOTE
      10 OTHER EQUITY TRANSACTIONS**





During
      the nine months ended September 30, 2007, the Company issued 82,938 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, 2006, in accordance with the agreement.





During
      the nine months ended September 30, 2007, the Company was to issue 500 shares
      of
      its Series B Convertible Preferred stock and 125,000 shares of its Series A
      Convertible Preferred stock to an employee in accordance with his employment
      agreement. The 125,000 shares of Series A Convertible Preferred stock was valued
      at $1.00 per share based on contemporaneous cash sales. The 500 shares of Series
      B Convertible Preferred stock was valued at $270 per share based on
      contemporaneous cash sales. The total value of these shares of $260,000 was
      expensed over the term of the employee’s employment agreement. In lieu of the
      Convertible A and B Preferred stock, the Company issued 1,250,000 of its Common
      Stock.




11





During
      the nine months ended September 30, 2007, the Company issued 841,204 shares
      of
      its common stock, and warrants for 72,296 shares of its common stock, in
      relation to the conversion of promissory notes.





During
      the nine months ended September 30, 2007, the Company issued 2,129,921 shares
      of
      its common stock in relation to the exercise of warrants.





During
      the nine months ended September 30, 2007 the Company sold 1,153,846 shares
      of
      its common stock as part of a stock purchase agreement and received proceeds
      of
      $300,000.





During
      the nine months ended September 30, 2007 the Company issued 100,000 shares
      of
      its common stock for services performed by consultants. $40,000 of consulting
      expense was recorded in relation to this transaction based on the fair market
      value of the Company’s stock on the date the agreement was signed.





During
      the nine months ended September 30, 2007, the Company converted accrued
      dividends of approximately $19,800 into 98,994 shares of the Company’s common
      stock at a per share price of $0.20, for a shareholder who elected to convert
      accrued dividends to common shares.





During
      the nine months ended September 30, 2007, the Company recorded compensation
      expense of $9,453 for stock options for which the requisite service was
      performed during the first nine months of 2007. The compensation expense is
      recorded over the vesting period based upon fair market value of the options
      using the Black Scholes option model in accordance with SFAS 123(R).





The
      Company also recorded $18,750 of compensation expense for stock that is to
      be
      issued based upon employment agreements for which the requisite service had
      been
      performed.




**NOTE
      11 SUBSEQUENT EVENTS**





In
      October and November 2007, 21,759 shares of common stock were issued upon
      exercise of warrants with proceeds of $93. During October and November 2007,
      2,692,308 shares of common stock were issued in relation to a stock purchase
      agreement with proceeds of $600,000, 192,308 shares in relation to a finder’s
      fee agreement, 115,110 shares in relation to an employment agreement and 500,000
      shares in relation to a consulting agreement.





In
      October 2007 an Addendum to a consulting agreement was entered into to pay
      the
      consultant $20,000 per month for a period of 12 months.


12


**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.





The
      Company cautions that these forward-looking statements are further qualified
      by
      important factors that could cause actual results to differ materially, 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. (sometimes hereafter referred to as “OnScreen” or “the
      Company”) is primarily focused on commercializing its innovative thermal cooling
      technology, WayCool. The Company has developed innovative thermal management
      solutions capable of revolutionizing the semiconductor and electronic packaging
      industries. Utilizing its patented and patent-pending thermal technologies
      and
      architecture, the Company has developed highly advanced proprietary cooling
      applications that provide increased performance and are less expensive to
      install and support than competing products and technologies. The Company’s plan
      is to focus all of its resources on the commercialization of its technology
      utilizing licensing agreements allowing its partners to incorporate the WayCool
      technology into their products. In the first nine months of 2007 OnScreen signed
      licensing and royalty agreements with three companies allowing WayCool
      technology to be integrated into a variety of electronic devices. The Company
      does not expect to record any significant growth in revenues until the WayCool
      technology begins producing revenues from these and future licensing agreements.





The
      OnScreenTM architecture provides a platform for the production of LED display
      products in the commercial and government markets that is lighter than
      competitive products and provides a corresponding reduction in wind loading.
      These architectural advantages yield products that are battery powered,
      transported by any vehicle, easy to install and require less support
      infrastructure. This RediAlertTM Rapid Dispatch Emergency Signs product line
      provides a truly portable LED product for Emergency Response and commercial
      advertising. The Company is currently searching for a licensing partner to
      fully
      bring the RediAlertTM technology to market.





During
      the nine months ended September 30, 2007, the Company continued to incur
      significant losses from operations. The Company incurred a net loss of
      $3,569,682 for the nine months ended September 30, 2007. This net loss is
      significantly lower than for the same period last year when the Company recorded
      a net loss of $10,921,511, primarily due to reduced headcount, decrease in
      operating expenses, lower non-cash charges of approximately $1,954,237 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, and $2,077,051 of non-cash amortization of the intrinsic
      value of convertible debt and the debt discount.





Management
      has continued to raise the capital needed to fund the development and marketing
      of the Company’s OnScreenTM products during 2007. During the nine months ended
      September 30, 2007 the Company received proceeds of $177,500 from secured
      convertible notes, $1,100,000 from secured promissory notes, and $300,000 from
      the sale of common stock. These funds will assist the Company to continue to
      develop its OnScreenTM products and technology and continue the Company’s
      operations until the Company brings the OnScreenTM products fully to market.
      However, the Company anticipates expanding and developing its technology and
      product lines which will require additional funding.





13




**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.





The
      Company continues to file and protect its intellectual property rights,
      trademarks and products through 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 the
      Company will report in the Company's financial statements. Some of the Company's
      accounting policies require the Company 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
      and equity stock accounts.





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
      are 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.




14





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 September 30, 2007 is $115,487,
      and The Company has a net working capital deficit of $670,254. 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.





Cash
      used in operations


The
      Company’s operating requirements generated a negative cash flow from operations
      of $2,150,735 for the nine months ended September 30, 2007, versus $6,772,132
      for the same period last year. The significant decrease in cash used in
      operations is a result of reduced headcount and lower operating
      expenses.





During
      the first nine months of 2007 and 2006, the Company has used stock and warrants
      as a form of payment to certain vendors, consultants and employees. For the
      first nine months of 2007 and 2006, the Company recorded a total of
      approximately $49,453 and $2,710,440, respectively, 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.





As
      the
      Company focuses on the commercialization of its innovative thermal cooling
      technology during 2007, it will continue to fund research and development
      related to the OnScreenTM products as well as sales and marketing efforts. The
      Company does not expect to record any significant growth in revenues in 2007
      until its WayCool technology is commercialized.





Capital
      Expenditures and Investments


During
      the first nine months of 2007, the Company had no investment in fixed assets
      versus approximately $25,000 of expenditures incurred during the same period
      in
      2006. During the remainder of 2007, the Company does not anticipate any
      significant capital expenditures.




15





The
      Company invested $51,708 in patent costs and $50,000 in technology rights during
      the first nine months of 2007. The Company expects its investment in patent
      costs will continue throughout 2007 as it invests in patents to protect the
      rights to use its OnScreen TM product
      developments. During the first nine months of 2006, the Company invested
      $800,000 in technology rights and $76,375 in patent costs.





Financing
      activities


During
      the first nine months of 2007, the Company received $177,500 of proceeds from
      secured convertible notes, $1,100,000 of proceeds from secured promissory notes
      and $80,000 of proceeds from unsecured promissory notes. During the first nine
      months of 2007, the Company converted $177,500 of convertible secured notes
      into
      841,204 shares of its common stock. The Company plans on raising the capital
      needed to fund the further development and marketing of the Company’s products.





Recap
      of liquidity and capital resources


The
      report of our independent registered public accounting firm on our financial
      statements as of December 31, 2006 contains an explanatory paragraph expressing
      uncertainty with respect to our ability to continue as a going concern. The
      Company is not currently generating significant revenues to fund operations
      and
      had an accumulated deficit of $46,540,734 at September 30, 2007. The Company
      currently does not have sufficient working capital to continue operations for
      the next 12 months.





The
      Company is seeking to raise additional capital for the commercialization of
      its
      OnScreenTM 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 may be required. The Company will attempt
      to
      raise these funds through borrowing instruments or issuing additional equity.





Management
      expects the OnScreen WayCool technology to be commercialized during 2008. The
      Company cannot assure that it will generate material 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.





**Results
      of Operations**





Revenue


During
      the nine months ended September 30, 2007 revenue was $145,195, and $148,950
      for
      the same period during 2006. The revenue for the nine months ended September
      30,
      2007 is comprised of $93,609 from RediAlert TM products, $43,323 from Living Window TM products
      and related add-ons, and $8,263 from other income. The revenue for the nine
      months ended September 30, 2006 is comprised of $47,990 from RediAlertTM sales,
      $80,860 from Living Window TM products
      and related add-ons and $20,100 from other income.





During
      the three months ended September 30, 2007 and 2006, revenue was $20,531 and
      $84,145, respectively. The revenue for the three months ended September 30,
      2007
      is comprised of $20,125 from RediAlertTM products and $406 from other income. For
      the three months ended September 30, 2006, the Company recorded $47,990 from
      RediAlertTM sales, $27,755 from Living Window TM products
      and related add-ons and $8,400 from other income.




16





The
      Company began shipping its RediAlert TM product
      during late July 2006. The Company, expects its revenues will increase during
      2007 compared to the prior year as the RediAlert TM product
      penetrates the marketplace.





Cost
      of revenue


The
      cost
      of revenue for the nine months ended September 30, 2007 and 2006 was $1,188,135
      and $772,836, respectively. For the three months ended September 30, 2007 and
      2006, the cost of revenue was $10,272 and $327,131, respectively. Impairment
      charges of $1,046,233 taken in June 2007 on inventory related to the Company’s
      sign business is included in cost of revenue for the nine months ended September
      30, 2007.





Selling,
      General and Administrative Expenses


Selling,
      General and Administrative (SG&A) expenses include 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 $5,578,666 for the nine months ended September 30,
      2006
      to $1,222,347 for the same period during 2007. This decrease of $4,356,319
      is
      primarily the result of lower non-cash expenses and the reduction in staff
      and
      overhead expenditures versus the prior year.




For
      the
      three months ended September 30, 2007 compared to the same period in 2006,
      SG&A expenses decreased $321,326, primarily the result of lower non-cash
      expenses and reductions in staff and overhead.





Research
      and Development


The
      research and development costs are related to the OnScreenTM technology to which
      the Company acquired the licensing rights. The decrease of $285,737 and
      $1,172,283 in research and development during the three and nine months ended
      September 30, 2007, respectively, compared to the same periods in 2006 is a
      result of a decrease in non-cash compensation for research and development
      consulting services and reductions in headcount. During the nine months ended
      September 30, 2006, the Company recorded approximately $200,000 of non-cash
      compensation for research and development consulting services provided to the
      Company, while no non-cash compensation was recorded during the first nine
      months of 2007. The Company anticipates continuing to decrease its expenditures
      in research and development during the remainder of 2007 compared to
      2006.





Restructuring
      Costs


The
      Company recorded no restructuring costs during the nine months ended September
      30, 2007 while it incurred $13,967 of restructuring costs during the same period
      in 2006 related to the move from Florida to Oregon.





Other
      Income


Investment
      Income remained relatively unchanged during the three and nine months ended
      September 30, 2007 compared to the same periods in 2006. The Company does not
      expect this item to be significant during the remainder of 2007.





Settlement
      Gain (Loss), Net


The
      Company did not have any significant gain (loss) during the three and nine
      months ended September 30, 2007, compared to a net settlement gain (loss) for
      the three and nine months ended September 30, 2006 of $175,000 and $(2,489,507),
      respectively.




17





During
      2005, the Company reached a settlement with Capitol City Trailers regarding
      the
      use of one of its trucks. For the nine months ended September 30, 2006, the
      Company had received $20,833, which it recorded as a settlement gain. During
      the
      first quarter of 2006, the Company reached a settlement with Mobile Magic where
      Mobile Magic agreed to pay $175,000 as settlement of the Company’s claim against
      it. Due to the financial condition of Mobile Magic, the Company did not record
      a
      receivable until a partial payment was made in the third quarter of 2006. The
      Company had also recorded approximately $150,000 as a payable to Mobile Magic
      who was constructing a truck that the Company never received. As part of the
      agreement the Company does not owe the $150,000 and recorded a settlement gain
      for this amount during the first quarter of 2006, offset by legal fees of
      approximately $65,000.




During
      April 2006 the Company negotiated the terms of a full and final settlement
      with
      Fusion Three, LLC whereby Fusion Three, LLC relinquishes all rights and claims
      to any revenues and fees in consideration for the Company issuing to Fusion
      Three, LLC a three year warrant authorizing Fusion Three, LLC to purchase up
      to
      5,600,000 shares of common stock at a per share price of $0.20. The Company
      also
      agreed to issue Fusion Three, LLC a warrant to purchase up to 1,200,000 shares
      of common stock at per share price of $0.35 for 300,000 shares; $0.50 for
      300,000 shares; $0.75 for 300,000 shares and $1.00 for 300,000 shares before
      November 15, 2007. During the second quarter of 2006, the Company recorded
      a net
      settlement loss of $2,780,000 associated with this transaction.





Intrinsic
      value of convertible debt and amortization of debt discount


The
      Company recorded an expense of $64,459 and $281,165 for the three and nine
      months ended September 30, 2007, respectively, and $158,489 and $2,358,217,
      respectively, for the same periods in 2006, for the intrinsic value of
      convertible debt and the amortization of debt discount. The lower expense in
      2007 of $94,030 and $2,077,052 for the three and nine month periods,
      respectively, was due to a significant reduction in convertible
      debt.





Interest
      Expense


The
      interest expense of $80,448 and $200,741 for the three and nine months ended
      September 30, 2007, respectively, is for interest on the secured convertible
      notes payable, and secured and unsecured promissory notes. Interest expense
      of
      $819,385 and $1,504,089 for the three and nine months ended September 30, 2006,
      respectively, was for interest on the unsecured convertible notes payable and
      deferred financing fees. Deferred financing fees were $768,000 and $1,169,050
      for the three and nine months ended September 30, 2006,
      respectively.




Preferred
      Stock Dividends


No
      preferred dividend expense was recorded by the Company during the three and
      nine
      months ended September 30, 2007, as during 2006 all Series A and Series B
      Convertible Preferred shareholders accepted the Company’s offer to receive all
      outstanding dividends through March 2006 in either cash or common shares at
      a
      per share price of $0.20. During the three and nine months ended September
      30,
      2006, the Company recorded Series A Convertible Preferred Stock dividends of
      $49,794 and $(49,801), respectively, and Series B Convertible Preferred Stock
      dividends of $0 and $(125), 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 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.




18





(a)
      Our
      management, including the principal executive officer and principal financial
      officer, do not expect that our disclosure controls and procedures will prevent
      all error and fraud. A control system, no matter how well conceived and
      operated, can only provide reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within our Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, collusion of two
      or
      more people, or by management override of the control. The design of any system
      of controls also is based in part upon certain assumptions about the likelihood
      of future events, and there can be no assurance that any design will succeed
      in
      achieving its stated goals under all potential future conditions.




(b)   Changes
      in internal controls over financial reporting .





In
      addition, there were no significant changes in our internal control over
      financial reporting that could significantly affect these controls during the
      nine months ended September 30, 2007. We have not identified any significant
      deficiency or material weaknesses in our internal controls, and therefore there
      were no corrective actions taken.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





None.





**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 three months ended
      September 30, 2007, the Company issued 1,638,983 shares of its common stock
      in
      relation to the exercise of warrants.





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 three months ended
      September 30, 2007 the Company issued 100,000 shares of its common stock as
      compensation for services performed by consultants.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None




19





**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





The
      Company filed a Current Report on Form 8-K on September 17, 2007 announcing
      the
      appointment of William J. Clough, Esq. to serve as the Company President/Chief
      Executive Officer after the resignation of the Interim President/CEO Russell
      L.
      Wall, and the appointment of Clifford Melby to serve as Chief Operations
      Officer.





The
      Company filed a Current Report on Form 8-K on October 4, 2007 announcing the
      appointment of Bradley J. Hallock as Company Secretary after Mr. William J.
      Clough resigned from the position after his appointment as the Company
      President/Chief Executive Officer in September 2007.





20




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 14th day of November 2007.


OnScreen
                Technologies, Inc.
              (Registrant)by:
            /s/ William
              J. CloughWilliam
              J. CloughChief Executive
              Officer/Director


by:
            /s/ Cynthia
              M. WilsonCynthia
              M. WilsonInterim
              Chief Financial Officer




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