UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

       [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2005

                                       OR

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

                For the transition period from _______ to_______

                          Commission file number 1-7708

                           MARLTON TECHNOLOGIES, INC.
                   -------------------------------------------
               (Exact name of issuer as specified in its charter)


         Pennsylvania                                    22-1825970
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)



          2828 Charter Road               Philadelphia         PA          19154
--------------------------------------------------------------------------------
(Address of principal executive offices)      City            State         Zip

        Issuer's telephone number                    (215) 676-6900
                                                     --------------

      Former name, former address and former fiscal year, if changed since last
      report: ____________________

Check  whether  the issuer  (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 [ ]  No [X]

Indicate by check mark whether the issuer is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check  whether the issuer has filed all  documents  and  reports  required to be
filed  by  Section  12,  13 or 15 (d) of the  Securities  Exchange  Act of  1934
subsequent to the  distribution  of securities  under a plan confirmed by court.
Yes ______ No ______

APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of
each of the issuer's  classes of common stock as of the last  practicable  date:
12,939,696


<PAGE>


<TABLE>
<CAPTION>
                   MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
                 (In thousands except share and per share data)

                                                                        June 30,      December 31,
                                            ASSETS                         2005           2004
<S>                                                                         <C>             <C>
Current:
   Cash and cash equivalents                                          $        117    $        311
   Accounts receivable, net of allowance
     of $609 and $444, respectively                                         15,705          10,157
   Inventories                                                               7,099           7,069
   Prepaid and other current assets                                          1,060             400
                                                                      ------------    ------------
          Total current assets                                              23,981          17,937
Property and equipment, net of accumulated
     depreciation of $11,164 and $10,792, respectively                       3,184           2,469
Rental assets, net of accumulated depreciation
     of $4,548 and $4,239, respectively                                      2,786           2,875
Goodwill                                                                     2,750           2,750
Other intangible assets, net of accumulated amortization of $161             4,979             --
Other assets, net of accumulated amortization
        of $1,807 and $1,781, respectively                                     108             126
Notes receivable                                                               140             178
                                                                      ------------    ------------
          Total assets                                                $     37,928    $     26,335
                                                                      ============    ============
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long term debt                                  $      1,063    $         83
   Accounts payable                                                          6,676           5,596
   Accrued expenses and other current liabilities                            8,647           7,722
                                                                      ------------    ------------
          Total current liabilities                                         16,386          13,401
Long term liabilities:
   Long term debt, net of current portion                                    9,609           5,070
   Other long term liabilities                                               1,775             --
                                                                      ------------    ------------
          Total  long term liabilities                                      11,384           5,070
                                                                      ------------    ------------
          Total liabilities                                                 27,770          18,471

Commitments and contingencies                                                 --               --
Stockholders' equity:
   Preferred stock, no par value - shares authorized
      10,000,000; no shares issued or outstanding                             --               --
   Common stock, no par value - shares authorized 50,000,000;
      12,939,696 outstanding at June 30, 2005 and December 31, 2004           --               --
   Stock warrants                                                            1,528             742
   Additional paid in capital                                               32,998          32,998
   Accumulated deficit                                                     (24,220)        (25,728)
                                                                      ------------    ------------
                                                                            10,306           8,012
   Less cost of 148,803 treasury shares                                       (148)           (148)
                                                                      ------------    ------------
          Total stockholders' equity                                        10,158           7,864
                                                                      ------------    ------------
          Total liabilities and stockholders' equity                  $     37,928    $     26,335
                                                                      ============    ============
</TABLE>


The accompanying  notes and the notes to the consolidated  financial  statements
included in the Registrant's  Annual Report on Form 10 K are an integral part of
these financial statements.


                                       2
<PAGE>


<TABLE>
<CAPTION>
                   MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                      (in thousands except per share data)

                                                For the three months ended             For the six months ended
                                         June 30, 2005      June 30, 2004      June 30, 2005      June 30, 2004
                                        ---------------    ---------------    ---------------    ---------------
<S>                                     <C>                <C>                <C>                <C>
Sales                                   $        25,969    $        20,556    $        44,805    $        39,105
Cost of sales                                    20,111             16,301             34,533             30,112
                                        ---------------    ---------------    ---------------    ---------------
      Gross profit                                5,858              4,255             10,272              8,993

     Selling                                      2,815              1,938              4,962              4,155
     Administrative and general                   2,340              1,676              3,549              3,201
                                        ---------------    ---------------    ---------------    ---------------
      Operating profit                              703                641              1,761              1,637

Other income (expense):
     Interest income and other income                35                 69
     Interest expense                              (187)              (134)              (322)              (225)
                                        ---------------    ---------------    ---------------    ---------------
Income before income taxes                          551                507              1,508              1,412

Provision for income taxes                          --                 --                 --                 --
                                        ---------------    ---------------    ---------------    ---------------
Net income                                          551                507              1,508              1,412
                                        ===============    ===============    ===============    ===============
Net income per common share:
     Basic                              $          0.04    $          0.04    $          0.12    $          0.11
                                        ===============    ===============    ===============    ===============
     Diluted                            $          0.03    $          0.04    $          0.09    $          0.10
                                        ===============    ===============    ===============    ===============
</TABLE>


The accompanying  notes and the notes in the consolidated  financial  statements
included in the  Registrant's  Annual Report on Form 10K are an integral part of
these financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                   MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (In thousands)

                                                                      For the six months
                                                                         ended June 30,

                                                                      2005        2004
                                                                    --------    --------
<S>                                                                 <C>         <C>
Cash flows from operating activities:
   Net income                                                       $  1,508    $  1,412
   Adjustments to reconcile net income to cash
     used in operating activities:
       Depreciation and amortization                                     869       1,129
     Change in assets and liabilities:
          Increase in accounts receivable, net                        (4,235)     (7,188)
          (Increase) decrease in inventories                             536        (300)
          (Increase) decrease in prepaid and other current assets       (660)         79
          Decrease in notes and other receivables                         38          40
          Increase in accounts payable, accrued expenses
             and other current liabilities                               469         993
                                                                    --------    --------
                Net cash used in operating activities                 (1,475)     (3,835)
                                                                    --------    --------
Cash flows from investing activities:
     Acquisition of business                                          (2,752)         --
     Capital expenditures                                               (496)       (472)
     Proceeds from affiliate                                              32          88
                                                                    --------    --------
                Net cash used in investing activities                 (3,216)       (384)
                                                                    --------    --------
Cash flows from financing activities:
     Proceeds from revolving credit facility, net                      3,683       4,582
     Proceeds from term loan, net                                        900          --
     Payments for leasehold improvement obligation                       (25)        (22)
     Payments for capital lease obligation                               (21)         --
     Payments for loan origination fees                                  (40)       (133)
     Payments for acquisition obligation                                  --         (22)
     Proceeds from capital lease obligation                               --          59
                                                                    --------    --------
               Net cash provided by financing activities               4,497       4,464
                                                                    --------    --------
(Decrease) increase in cash and cash equivalents                        (194)        245
Cash and cash equivalents - beginning of period                          311         241
                                                                    --------    --------
Cash and cash equivalents - end of period                           $    117    $    486
                                                                    ========    ========
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING ACTIVITIES

Acquisition of Showtime Enterprises, Inc. Assets and Specified
Liabilities:

Cash purchase price                                                 $  2,752
Long term debt incurred                                                  982
Other long term liabilities incurred                                   1,775


Fair value of stock warrants                                             786
                                                                    --------
Total purchase price                                                $  6,295
                                                                    ========
Working capital acquired                                            $    343
Fair value of property, equipment and rental assets acquired             812
Covenants not to compete acquired                                        570
Customer relationships acquired                                        4,570
                                                                    --------
Total purchase price                                                $  6,295
                                                                    ========
</TABLE>


The accompanying  notes and the notes in the consolidated  financial  statements
included in  theRegistrant's  Annual Report on Form 10 K are an integral part of
these financial statements.


                                       4
<PAGE>


                   MARLTON TECHNOLOGIES, INC. AND SUBSDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION:

The  consolidated  financial  statements  included herein are unaudited and have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial reporting and Securities and Exchange Commission  regulations.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted  pursuant to such rules and  regulations.  In the
opinion of management,  the financial  statements  reflect all adjustments (of a
normal  and  recurring  nature),  which are  necessary  to  present  fairly  the
financial  position,  results  of  operations  and cash  flows  for the  interim
periods.  Operating  results  for the  quarter  and six  month  periods  are not
necessarily  indicative of the results that may be expected for the full year or
for future  periods.  These financial  statements  should be read in conjunction
with the Form 10-K for the year ended December 31, 2004.

2.    ACQUISITION OF BUSINESS:

On March 15, 2005,  Sparks  Exhibits &  Environments  Corp., a subsidiary of the
Company,  acquired  substantially  all  of  the  assets  and  assumed  specified
liabilities  of  Showtime  Enterprises,   Inc.  and  its  subsidiary,   Showtime
Enterprises West, Inc. (collectively  "Showtime").  Showtime designed,  marketed
and  produced  trade show  exhibits,  point of  purchase  displays,  museums and
premium  incentive  plans.  Showtime had sales of  approximately  $21 million in
2004. The aggregate  purchase price was $6.3 million,  comprised of $2.8 million
paid in cash,  $1.7  million  for  contingent  royalty and  percentage  of sales
payments,  $1 million of long-term  debt  assumption  and $0.8 million for stock
warrants.  The Company  financed this  acquisition  by increasing  its revolving
credit facility  borrowing capacity and obtaining a new term loan. The Company's
Audit  Committee  engaged the Company's  registered  public  accounting  firm to
perform  the  required  audit  of  Showtime's  financial   statements.   It  was
subsequently determined that such audit could not be performed. The inability to
file these  audited  financial  statements  may limit the  Company's  ability to
engage in  certain  types of  transactions  requiring  Securities  and  Exchange
Commission review,  including without  limitation,  public offerings and certain
private offerings of securities and business combination  transactions requiring
shareholder approval.

The estimated fair values of the assets acquired and liabilities assumed are
summarized in the following table. The allocation of the purchase price to the
business acquired is preliminary and may be adjusted based on completion of
third party appraisals.

         At March 15, 2005 (in thousands)
Current assets                          $1,880
Property, equipment and rental assets      812
Covenants not to compete                   570
Customer relationships                   4,570
                                        ------
                                        $7,832
Current liabilities                     $1,537
Long-term debt                             982
Other long-term liabilities              1,775
Stock warrants                             786
                                        ------
Net assets acquired                     $2,752
                                        ======


                                       5
<PAGE>


                   MARLTON TECHNOLOGIES, INC. AND SUBSDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Covenants  not  to  compete  will  be  amortized   over  6  years  and  customer
relationships  will  be  amortized  over an  estimated  life  of 10  years.  The
covenants not to compete and customer relationships will be reviewed annually by
management for impairment.

3.    MAJOR CUSTOMERS AND CONCENTRATIONS:

During the first six months of 2005,  one  customer  accounted  for 12.3% of the
Company's  total sales and another  customer  accounted for 11% of the Company's
total  sales.  During  the first  six  months  of 2004,  one of these  customers
accounted for 15.6% of the Company's total sales.

At  June  30,  2005,  two  customers  accounted  for  29.7%  of  total  accounts
receivable. At June 30, 2004 these customers accounted for 31% of total accounts
receivable.

4.    PER SHARE DATA:

The following  table sets forth the  computation of basic and diluted net income
per common share (in thousands except per share data):

<TABLE>
<CAPTION>
                                                   Three months ended            Six months ended
                                                June 30,      June 30,      June 30,        June 30,
                                             ---------------------------------------------------------
                                                 2005          2004            2005           2004
                                             ------------   ------------   ------------   ------------
<S>                                                <C>            <C>            <C>            <C>
Net income                                   $        551   $        507   $      1,508   $      1,412
                                             ============   ============   ============   ============
Weighted average common
   shares outstanding used to compute
   basic net income per common share               12,940         12,845         12,940         12,845
Additional common shares to be issued
   assuming the exercise of stock options,
   net of shares assumed reacquired                 3,639          1,363          3,631          1,363
                                             ------------   ------------   ------------   ------------
Total shares used to compute diluted
   net income per common share                     16,579         14,208         16,571         14,208
                                             ============   ============   ============   ============
Basic net income per share                   $       0.04   $       0.04   $       0.12   $       0.11
                                             ============   ============   ============   ============
Diluted net income per share                 $       0.03   $       0.04   $       0.09   $       0.10
                                             ============   ============   ============   ============
</TABLE>


Excluded in the computation of diluted income per common share were  outstanding
options and  warrants to purchase  1,120,000  shares of common stock at June 30,
2005 and 233,336  shares of common  stock at June 30, 2004 because the option or
warrant exercise prices were greater than the market price of the common shares.


                                       6
<PAGE>


                   MARLTON TECHNOLOGIES, INC. AND SUBSDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.    INVENTORIES:

Inventories, as of the respective dates, consist of the following (in
thousands):

                                            June 30, 2005     December 31, 2004
                                         ------------------   ------------------
Raw materials                            $              589   $              440
Work in process                                       2,970                3,231
Finished goods                                        3,540                3,398
                                         ------------------   ------------------
                                         $            7,099   $            7,069
                                         ==================   ==================

6.    RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 146,  "Accounting  for Exit or
Disposal Activities" ("FAS 146"). FAS 146 addresses significant issues regarding
the  recognition,  measurement,  and reporting of costs associated with exit and
disposal  activities,  including  restructuring  activities  that are  currently
accounted  for  pursuant to the  guidance  that the  Emerging  Issues Task Force
("EITF")  has set  forth in EITF  Issue No.  94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a  Restructuring)."  Effective in the first
quarter  of 2003,  the  Company  adopted  the  provisions  of FAS 146.  This new
accounting  principle  had an  impact on the  timing  and  recognition  of costs
associated  with  the  Showtime   acquisition  and  subsequent   relocation  and
integration.

In December 2004, FASB issued FASB Statement No. 123 (revised 2004), Share-Based
Payment  ("FAS123(R)"  or  the  "Statement").   FAS  123(R)  requires  that  the
compensation cost relating to share-based payment transactions, including grants
of employee stock options, be recognized in financial statements. That cost will
be  measured  based on the fair  value of the  equity or  liability  instruments
issued. FAS 123(R) covers a wide range of share-based compensation  arrangements
including stock options, restricted share plans, performance-based awards, share
appreciation  rights,  and  employee  share  purchase  plans.  The effect of the
Statement  will  require  entities  to  measure  the cost of  employee  services
received in exchange for stock options based on the grant-date fair value of the
award,  and to  recognize  the cost over the period the  employee is required to
provide  services  for  the  award.  FAS  123(R)  permits  entities  to use  any
option-pricing  model that meets the fair value objective in the Statement.  The
Company  will be  required  to apply FAS 123(R)  starting  January 1, 2006.  FAS
123(R) allows two methods for  determining  the effects of the  transition:  the
modified prospective  transition method and the modified retrospective method of
transition.  Under the modified  prospective  transition method, an entity would
use the fair value based  accounting  method for all  employee  awards  granted,
modified,  or  settled  after the  effective  date.  As of the  effective  date,
compensation cost related to the non-vested  portion of awards outstanding as of
that  date  would be based  on the  grant-date  fair  value of those  awards  as
calculated  under the  original  provisions  of Statement  No. 123;  that is, an
entity would not re-measure  the grant-date  fair value estimate of the unvested
portion of awards granted prior to the effective  date of FAS 123(R).  An entity
will have the further  option to either apply the Statement to only the quarters
in the period of adoption and subsequent  periods, or apply the Statement to all
quarters in the fiscal year of adoption. Under the modified retrospective method
of transition, an entity would revise its previously issued financial statements
to recognize  employee  compensation cost for prior periods presented in


                                       7
<PAGE>


                   MARLTON TECHNOLOGIES, INC.AND SUBSDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

accordance  with the original  provisions of Statement No. 123.  Although it has
not yet completed its study of the transition  methods,  the Company believes it
will elect the modified  prospective  transition method.  Under this method, the
Company  estimates  that the adoption of FAS 123(R) would require the Company to
record  approximately  $15,000 of stock compensation  expense in 2005 related to
employee  options  issued and  outstanding  at December  31, 2004 and $27,000 of
stock  compensation  expense in 2005 related to employee  options  issued in the
second quarter of 2005. Based on expected  vesting of stock options  outstanding
at June 30, 2005, the Company may record  compensation  expense of approximately
$300,000 beginning in 2006 through 2010. Any further impact of this Statement on
the Company in fiscal 2005 and beyond will depend upon various factors including
future  compensation  strategy.  The pro forma compensation costs are calculated
using  the  Black-Scholes  option  pricing  model and may not be  indicative  of
amounts which should be expected in future years.

7.    STOCK-BASED COMPENSATION

The Company  accounts for grants of stock  options  under its stock option plans
based on the recognition  and  measurement  principles of APB Opinion No. 25 and
related  Interpretations.  The  following  table  illustrates  the effect on net
income  and  earnings  per  share if the  Company  had  applied  the fair  value
recognition  provisions  of  FASB  Statement  No.  123 to  stock-based  employee
compensation (in thousands except per share data):

<TABLE>
<CAPTION>
                                           For the three months ended  For the six months ended
                                              June 30,     June 30,     June 30,     June 30,
                                             ----------   ----------   ----------   ----------
                                                2005         2004         2005        2004
                                             ----------   ----------   ----------   ----------
<S>                                          <C>          <C>          <C>          <C>
Net income, as reported                      $      551   $      507   $    1,508   $    1,412
                                             ----------   ----------   ----------   ----------
Deduct: Total stock-based employee
compensation expense determined under fair
value based method, net of tax                      (62)         (21)         (92)         (35)
                                             ----------   ----------   ----------   ----------
Pro forma net income                         $      489   $      486   $    1,416   $    1,377
                                             ==========   ==========   ==========   ==========
Earnings per share:
  Basic:
     As Reported                             $     0.04   $     0.04   $     0.12   $     0.11
                                             ==========   ==========   ==========   ==========
     Pro forma                               $     0.04   $     0.04   $     0.11   $     0.11
                                             ==========   ==========   ==========   ==========
  Diluted:
     As reported                             $     0.03   $     0.04   $     0.09   $     0.10
                                             ==========   ==========   ==========   ==========
     Pro forma                               $     0.03   $     0.03   $     0.09   $     0.10
                                             ==========   ==========   ==========   ==========
</TABLE>


The fair value of each option  grant is estimated on the date of the grant using
the Black-Scholes option-pricing model.


                                       8
<PAGE>


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

RESULTS OF OPERATIONS

For the three and six month periods ended June 30, 2005 and 2004.

Sales


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                        (In thousands)
                                                      June 30, 2005     June 30, 2004      % Increase
                                                     ---------------   ---------------   ---------------

<S>                                                  <C>               <C>                          <C>
Trade show exhibits group                            $        17,466   $        13,492              29.5%
Permanent and scenic displays group                            8,503             7,064              20.4
                                                     ---------------   ---------------   ---------------
Total sales                                          $        25,969   $        20,556              26.3%
                                                     ===============   ===============   ===============
<CAPTION>
                                                                      Six Months Ended
                                                                       (In thousands)
                                                      June 30, 2005     June 30, 2004      % Increase
                                                     ---------------   ---------------   ---------------

<S>                                                  <C>               <C>                          <C>
Trade show exhibits group                            $        30,879   $        26,701              15.6%
Permanent and scenic displays group                           13,926            12,404              12.3
                                                     ---------------   ---------------   ---------------
Total sales                                          $        44,805   $        39,105              14.6%
                                                     ===============   ===============   ===============
</TABLE>


Total net sales of $26 million for the second  quarter of 2005  increased  26.3%
from the second  quarter of 2004,  and total net sales of $44.8  million for the
first six months of 2005 increased 14.6% above the comparable prior year period.
The second quarter increase was principally attributable to incremental sales of
approximately $4 million  resulting from the Showtime business acquired on March
15, 2005.  The sales increase for the first six months of 2005 was primarily due
to sales  contributed by the Showtime  business in the second quarter as well as
to sales to new customers obtained in the second half of 2004.

Gross Profit

Gross  profit,  as a percentage  of net sales,  increased to 22.6% in the second
quarter of 2005 from 20.7% in the same  prior  year  period and was  essentially
unchanged  from  23% for the  first  six  months  periods.  The  second  quarter
improvement was due to several factors,  including lease termination  expense of
$0.2  million  accrued in the  second  quarter  of 2004 in  connection  with the
Company's  consolidation  of its West  Coast  operations  and  favorable  second
quarter 2005 sales mix realized for the Company's trade show exhibit businesses.
The unchanged  gross margin  percentage for the first six months of 2005 was the
net result of these second quarter factors,  offset by transition costs incurred
in connection with the Showtime business acquisition.


                                       9
<PAGE>


Selling Expenses

Selling  expenses  increased $0.9 million in the second quarter of 2005 and $0.8
million for the first half of 2005 from the corresponding prior year periods. As
a percentage of net sales,  selling expenses increased to 10.8% and 11.1% in the
second quarter and first half of 2005, respectively, from 9.4% and 10.6% for the
same 2004 periods.  These increases were largely the result of transition  costs
incurred in connection with the Showtime  business  acquisition.  Such costs are
expected to decrease as a percentage of sales in the second half of 2005.

Administrative and General Expenses

Administrative and general expenses increased $0.7 million in the second quarter
of 2005 and $0.3  million in the first half of 2005 from the expense  levels for
the comparable periods of 2004. The second quarter increase was primarily due to
costs of $0.3 million to relocate the primary Showtime  facility from Paulsboro,
New  Jersey to  Philadelphia,  Pennsylvania  and  amortization  expense  of $0.2
related  to  the  acquired   Showtime  assets.   The  increase  in  general  and
administrative  expenses  for the  first  half of 2005 was due to  these  second
quarter  factors,  partially  offset by a net bad debt  recovery of $0.4 million
recognized in the first quarter of 2005.

Operating Profit

Operating  profit  increased  to  $703,000  for the second  quarter of 2005 from
$641,000 for the same 2004 period. For the first half of 2005,  operating profit
increased to $1.8 million from $1.6 million reported for the first half of 2004.
These increases were primarily due to higher sales, largely offset by relocation
and  transition  costs  incurred  in  connection  with  the  Showtime   business
acquisition.

Other Income/(Expense)

Interest  expense  increased  to  $187,000  in the  second  quarter of 2005 from
$134,000 in the same 2004 period and to $322,000 for the first half of 2005 from
$225,000  for the first half of 2004.  These  increases  were  primarily  due to
higher  borrowing  from the Company's  revolving  credit  facility  largely as a
result of financing higher accounts  receivable as well as the Showtime business
acquisition  and as a result of higher  interest  rates on the Company's  credit
facility discussed below.

Provision for Income Taxes

The  Company is  currently  using  operating  loss carry  forwards to offset its
taxable income. As a result,  the Company did not record an income tax provision
in the first two  quarters  of 2005 or 2004.  The Company  currently  has a full
valuation allowance against its operating loss carry forwards. This allowance is
reviewed by management for possible recovery on a periodic basis.

Net Income

The Company  generated net income of $551,000 ($0.03 per fully diluted share) in
the second  quarter of 2005 and $1.5 million  ($0.09 per fully diluted share) in
the first half of 2005 as compared with $507,000 ($0.04 per fully diluted share)
and $1.4  million  ($0.10  per fully  diluted  share)  for the  comparable  2004
periods.  These  improvements  were  principally  attributable  to higher  sales
volume, largely offset by transition and relocation costs incurred in connection
with the Showtime business acquisition.


                                       10
<PAGE>


Backlog

The Company's  backlog of orders was  approximately $36 million at June 30, 2005
and $18  million at June 30,  2004.  This  increase  includes  large  multi-year
permanent exhibit  projects,  as well as the backlog of orders from the Showtime
business  and new  customers.  The  increase in the backlog is expected to yield
lower  gross  profit  margins,  as  a  percentage  of  sales.  Specifically,   a
significant  portion of the backlog  increase is related to permanent and scenic
display  projects  which  generally  yield lower gross  profit  margins than the
Company's trade show exhibit and other projects.

LIQUIDITY AND CAPITAL RESOURCES

On February 6, 2004,  the Company  replaced  its  revolving  credit and security
agreement  with a new  credit  facility  provided  by a  commercial  asset-based
lender.  The new credit  facility  originally  expired on  February  6, 2007 and
provided  for  maximum  borrowing  capacity  of up to  $12  million  based  on a
percentage of eligible  accounts  receivable and inventories.  This facility has
interest  based  on the  30-day  dealer  placed  commercial  paper  rate  plus a
formula-determined spread, restricts the Company's ability to pay dividends, and
includes  certain  financial  covenants (fixed charge coverage ratio and maximum
capital  expenditure  amount).  The  effective  interest  rate for  this  credit
facility was 6.81% at June 30, 2005.

On March 21,  2005,  the  Company  amended its credit  facility to increase  the
maximum  borrowing  capacity  from $12 million to $15  million,  to increase the
maximum borrowings on certain  inventories and to extend the term by one year to
February 6, 2008. The Company also obtained a one-year term loan for $1 million,
bearing interest at the commercial  paper rate plus 3.75% and requiring  monthly
principal  payments  of $25,000  starting on April 1, 2005,  with the  remaining
balance of $700,000 due on March 21, 2006.  This credit  facility  amendment and
term loan were  obtained to finance the  Showtime  acquisition.  The Company had
borrowings of approximately  $8.8 million and additional  borrowing  capacity of
approximately $4.3 million at June 30, 2005.

The Company's  working  capital  increased  $3.1 million in the first quarter of
2005 to $7.6  million at June 30, 2005 from $4.5  million at December  31, 2004,
largely due to a $5.5 million increase in accounts receivable,  partially offset
by a $3  million  increase  in  current  liabilities.  The  accounts  receivable
increase was  principally  attributable to higher sales at the end of the second
quarter as  compared  with  sales at the end of 2004.  The  increase  in current
liabilities was the result of higher volume and the term loan discussed above.

The Company  anticipates  capital  expenditures of  approximately $1 million for
2005.


                                       11
<PAGE>


The Company has lease commitments for certain facilities under non-cancelable
operating leases. Timing of future lease commitments as well as maturities of
long-term debt are as follows:


<TABLE>
<CAPTION>
                                               Payment due by period (in thousands)
                                               ------------------------------------
                                            Less than 1      1-3          3-5       More than
                                ----------   ----------   ----------   ----------   ----------
Contractual Obligations            Total      Year-2005     Years        Years       5 Years
                                ----------   ----------   ----------   ----------   ----------
<S>                             <C>          <C>          <C>          <C>          <C>
Long-Term Debt Obligations      $   10,672   $    1,063   $    9,609   $       --   $       --
Capital Lease Obligations               --           --           --           --           --
Operating Lease Obligations          6,492        1,199        4,567          726           --
Purchase Obligations                    --           --           --           --
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet Under GAAP             1,775           --        1,318          457           --
                                ----------   ----------   ----------   ----------   ----------
                      Total     $   18,939   $    2,262   $   15,494   $    1,183           --
                                ==========   ==========   ==========   ==========   ==========
</TABLE>


The Company jointly leases a 31,000 square foot facility with International Expo
Services  ("IES"),  in which the Company holds a minority  interest.  The annual
lease commitment for this facility is $214,000 through September 22, 2007, which
is not included  with the above future  operating  lease  commitments  since IES
occupies this entire facility and pays the rent.

The Company leases a facility from a partnership  controlled by two shareholders
of the Company.  This lease,  which expires on May 14, 2019,  contains an option
for the  Company to  terminate  after May 14,  2009  subject  to the  landlord's
ability to re-rent the premises. The minimum annual rent is $771,000 through May
14, 2009 and is reset thereafter (not included in the table above).  The Company
is also responsible for taxes,  insurance and other operating  expenses for this
facility.

OUTLOOK

The Company  expects  sales volume in 2005 to increase from the 2004 sales level
due to new clients and the Showtime  acquisition.  Sales increases from a higher
backlog of orders are  expected  to yield lower  margins  due to less  favorable
sales mix.

The Company wrote off accounts receivable and inventories in 2001 as a result of
K-Mart,  a Sparks  Custom  Retail  LLC  customer,  filing  for  bankruptcy.  The
subsequent  settlement from its bankruptcy claim was for shares of Sears Holding
Corp  (previously  K-Mart)  common stock.  Based on the current  market price of
Sears Holding Corp common  stock,  the Company has a contingent  additional  bad
debt recovery of  approximately  $115,000 for the remaining 753 shares from this
bankruptcy settlement.

The Company acquired a past-due  accounts  receivable from mPhase  Technologies,
Inc.  ("mPhase") in connection with the 2003 acquisition of Exhibit Crafts, Inc.
In March 2005,  the Company  settled  the claim with this  customer  for 213,000
shares of mPhase restricted  common stock.  Based on the current market value of
this common stock, the Company has a contingent gain of  approximately  $50,000.
Any gain will be recognized when the restrictions on the Company's right to sell
this common stock expire.


                                       12
<PAGE>


RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 146,  "Accounting  for Exit or
Disposal Activities" ("FAS 146"). FAS 146 addresses significant issues regarding
the  recognition,  measurement,  and reporting of costs associated with exit and
disposal  activities,  including  restructuring  activities  that are  currently
accounted  for  pursuant to the  guidance  that the  Emerging  Issues Task Force
("EITF")  has set  forth in EITF  Issue No.  94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including Certain Costs Incurred in a  Restructuring)."  Effective in the first
quarter  of 2003,  the  Company  adopted  the  provisions  of FAS 146.  This new
accounting  principle  had an  impact on the  timing  and  recognition  of costs
associated  with  the  Showtime   acquisition  and  subsequent   relocation  and
integration.

In December 2004, FASB issued FASB Statement No. 123 (revised 2004), Share-Based
Payment  ("FAS123(R)"  or  the  "Statement").   FAS  123(R)  requires  that  the
compensation cost relating to share-based payment transactions, including grants
of employee stock options, be recognized in financial statements. That cost will
be  measured  based on the fair  value of the  equity or  liability  instruments
issued. FAS 123(R) covers a wide range of share-based compensation  arrangements
including stock options, restricted share plans, performance-based awards, share
appreciation  rights,  and  employee  share  purchase  plans.  The effect of the
Statement  will  require  entities  to  measure  the cost of  employee  services
received in exchange for stock options based on the grant-date fair value of the
award,  and to  recognize  the cost over the period the  employee is required to
provide  services  for  the  award.  FAS  123(R)  permits  entities  to use  any
option-pricing  model that meets the fair value objective in the Statement.  The
Company  will be  required  to apply FAS 123(R)  starting  January 1, 2006.  FAS
123(R) allows two methods for  determining  the effects of the  transition:  the
modified prospective  transition method and the modified retrospective method of
transition.  Under the modified  prospective  transition method, an entity would
use the fair value based  accounting  method for all  employee  awards  granted,
modified,  or  settled  after the  effective  date.  As of the  effective  date,
compensation cost related to the non-vested  portion of awards outstanding as of
that  date  would be based  on the  grant-date  fair  value of those  awards  as
calculated  under the  original  provisions  of Statement  No. 123;  that is, an
entity would not re-measure  the grant-date  fair value estimate of the unvested
portion of awards granted prior to the effective  date of FAS 123(R).  An entity
will have the further  option to either apply the Statement to only the quarters
in the period of adoption and subsequent  periods, or apply the Statement to all
quarters in the fiscal year of adoption. Under the modified retrospective method
of transition, an entity would revise its previously issued financial statements
to  recognize  employee   compensation  cost  for  prior  periods  presented  in
accordance  with the original  provisions of Statement No. 123.  Although it has
not yet completed its study of the transition  methods,  the Company believes it
will elect the modified  prospective  transition method.  Under this method, the
Company  estimates  that the adoption of FAS 123(R) would require the Company to
record  approximately  $15,000 of stock compensation  expense in 2005 related to
employee  options  issued and  outstanding  at December  31, 2004 and $27,000 of
stock  compensation  expense in 2005 related to employee  options  issued in the
second quarter of 2005. Based on expected  vesting of stock options  outstanding
at June 30, 2005, the Company may record  compensation  expense of approximately
$300,000 in each of 2006 through 2010.  Any further  impact of this Statement on
the Company in fiscal 2005 and beyond will depend upon various factors including
future  compensation  strategy.  The pro forma compensation costs are calculated
using  the  Black-Scholes  option  pricing  model and may not be  indicative  of
amounts which should be expected in future years.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements.  When used in this report, the
words "intends,"  "believes,"  "plans,"  "expects,"  "anticipates,"  "probable,"
"could" and similar words are used to identify these forward looking statements.
In  connection  with the "safe  harbor"  provisions  of the  Private  Securities


                                       13
<PAGE>


Litigation  Reform Act of 1995, there are certain  important  factors that could
cause the Company's  actual results to differ  materially from those included in
such forward-looking statements. Some of the important factors which could cause
actual results to differ  materially from those projected  include,  but are not
limited to: the Company's  ability to integrate the acquired  Showtime  business
and maintain the customer  base;  the Company's  ability to continue to identify
and enter new markets and expand existing  business;  continued  availability of
financing  to provide  additional  sources of funding for capital  expenditures,
working  capital and  investments;  the effects of  competition  on products and
pricing;  growth and acceptance of new product lines through the Company's sales
and  marketing  programs;  changes in material and labor prices from  suppliers;
changes in customers' financial condition;  the Company's ability to attract and
retain competent  employees;  the Company's ability to add and retain customers;
changes in sales mix; the Company's ability to integrate and upgrade technology;
uncertainties  regarding  accidents or litigation which may arise; the financial
impact of  facilities  consolidations;  uncertainties  about  the  impact of the
threat of future  terrorist  attacks on business  travel and related  trade show
attendance;  and the effects of, and changes in the economy, monetary and fiscal
policies,  laws and regulations,  inflation and monetary fluctuations as well as
fluctuations in interest rates, both on a national and international basis.

ITEM  3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fluctuations in interest rates, foreign currency exchange rates and commodity
prices do not significantly affect the Company's financial position and results
of operations. The Company's revolving credit facility bears an interest rate
based on 30-day dealer placed commercial paper rate, plus a formula amount based
on the Company's fixed charge ratio, which resulted in 6.81% at June 30, 2005.

ITEM 4.     CONTROLS AND PROCEDURES

      (a)   Evaluation of disclosure controls and procedures

            The  Company  established  a  Disclosure  Committee  chaired  by the
            Company's  Chief   Financial   Officer  and  comprised  of  managers
            representing   the  Company's  major  areas,   including   financial
            reporting and control, sales, operations and information technology.
            This Committee  carried out an evaluation of the  effectiveness  and
            operation of the Company's  disclosure controls and procedures,  and
            established   ongoing  procedures  to  monitor  and  evaluate  these
            controls and procedures in the future.  Based upon that  evaluation,
            within  the 90 days  prior to the  date of this  report,  the  Chief
            Executive  Officer and Chief  Financial  Officer  concluded that the
            Company's  disclosure  controls  and  procedures  are  effective  in
            alerting them on a timely basis to material  information relating to
            the Company (including its consolidated subsidiaries) required to be
            included in the Company's periodic SEC filings.

      (b)   Changes in internal controls

            There  were no  changes  in the  Company's  internal  controls  over
            financial  reporting  identified in  connection  with the Item 4 (a)
            evaluation  that  occurred  during the last fiscal  quarter that has
            materially  affected,  or is reasonably likely to materially affect,
            the Company's internal control over financial reporting.


                                       14
<PAGE>


PART II - OTHER INFORMATION

     Exhibits


         EXHIBIT NO.                                 DESCRIPTION OF EXHIBIT

         2.1            Agreement   and   Plan   of   Merger   of  the   Company
                        (Incorporated   by  reference  to  the  Company's  Proxy
                        Statement  dated  September  27,  2001,  filed  with the
                        Commission).

         2.2            Asset Purchase Agreement made as of January 11, 2005, by
                        and   among   Showtime   Enterprises,   Inc.,   Showtime
                        Enterprises   West,   Inc.,   and   Sparks   Exhibits  &
                        Environments Corp. (Incorporated by reference to Exhibit
                        2.2 to the Company's  Annual Report on Form 10-K for the
                        year   ended   December   31,   2004,   filed  with  the
                        Commission).

         2.3            Order  entered  March  4,  2005  in  the  United  States
                        Bankruptcy  Court  for the  District  of New  Jersey  in
                        Showtime  Enterprises,  Inc.  and  Showtime  Enterprises
                        West,   Inc.   (Case  Nos.   05-11089   and   05-11090).
                        (Incorporated   by  reference  to  Exhibit  2.3  to  the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).

         3.1            Articles of Incorporation  of the Company  (Incorporated
                        by  reference to the  Company's  Proxy  Statement  dated
                        September 27, 2001, filed with the Commission).

         3.2            Amended   and   Restated    By-laws   of   the   Company
                        (Incorporated  by reference  to Exhibit  3(ii)(a) of the
                        Company's  Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 2002, filed with the Commission).

         4.1            Warrant issued to Argosy Investment Partners II, L.P. to
                        acquire  shares of Marlton  common  stock at an exercise
                        price of $0.98 per share  (Incorporated  by reference to
                        Exhibit 4.1 to the Company's  Annual Report on Form 10-K
                        for the year ended  December  31,  2004,  filed with the
                        Commission).

         4.2            Warrant issued to Argosy Investment Partners II, L.P. to
                        acquire  shares of Marlton  common  stock at an exercise
                        price of $1.48 per share.  (Incorporated by reference to
                        Exhibit 4.2 to the Company's  Annual Report on Form 10-K
                        for the year ended  December  31,  2004,  filed with the
                        Commission).

         4.3            Warrant issued to Alliance Mezzanine Investors,  L.P. to
                        acquire  shares of Marlton  common  stock at an exercise
                        price of $0.98 per share.  (Incorporated by reference to
                        Exhibit 4.3 to the Company's  Annual Report on Form 10-K
                        for the year ended  December  31,  2004,  filed with the
                        Commission).


                                       15
<PAGE>


         4.4            Warrant issued to Alliance Mezzanine Investors,  L.P. to
                        acquire  shares of Marlton  common  stock at an exercise
                        price of $1.48 per share.  (Incorporated by reference to
                        Exhibit 4.4 to the Company's  Annual Report on Form 10-K
                        for the year ended  December  31,  2004,  filed with the
                        Commission).

         10.1           Amended and Restated Employment Agreement dated November
                        20, 2001  between  the  Company  and Robert B.  Ginsburg
                        (Incorporated  by reference to the  Company's  September
                        27, 2001 Proxy Statement, filed with the Commission).*

         10.2           Employment  Agreement dated 11/20/01 between the Company
                        and Jeffrey K. Harrow  (Incorporated by reference to the
                        Company's September 27, 2001 Proxy Statement, filed with
                        the Commission).*

         10.3           Employment  Agreement dated 11/20/01 between the Company
                        and  Scott  Tarte  (Incorporated  by  reference  to  the
                        Company's September 27, 2001 Proxy Statement, filed with
                        the Commission).*

         10.4           Form of  Warrants  issued by the  Company  to Jeffrey K.
                        Harrow,  Scott  Tarte,  Robert B.  Ginsburg  and Alan I.
                        Goldberg on 11/20/01  (Incorporated  by reference to the
                        Company's September 27, 2001 Proxy Statement, filed with
                        the  Commission).  Schedule of grants  (Incorporated  by
                        reference  to  Exhibit  10(f)  to the  Company's  Annual
                        Report  on Form  10-K for the year  ended  December  31,
                        2001, filed with the Commission).

         10.5           Stockholders'  Agreement dated 11/20/01 among Jeffrey K.
                        Harrow,  Scott Tarte, Robert B. Ginsburg and the Company
                        (Incorporated  by reference to the  Company's  September
                        27, 2001 Proxy Statement, filed with the Commission).*

         10.6           Registration   Rights  Agreement  dated  11/20/01  among
                        Jeffrey K. Harrow, Scott Tarte, Robert B. Ginsburg, Alan
                        I. Goldberg and the Company  (Incorporated  by reference
                        to the  Company's  September  27, 2001 Proxy  Statement,
                        filed with the Commission).

         10.7           Amended  Agreement  of  Employment,  dated  December 11,
                        1992,   between  the  Company  and  Alan  I.   Goldberg.
                        (Incorporated  by  reference  to  Exhibit  10(g)  to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2003, filed with the Commission).*

         10.8           Letter  Agreement  dated  January  2,  1998  to  Amended
                        Employment Agreement with Alan I. Goldberg (Incorporated
                        by reference to Exhibit 7(2) to the Company's  Quarterly
                        Report  on Form  10-Q for the  quarter  ended  March 31,
                        1998, filed with the Commission).*


                                       16
<PAGE>


         10.9           Letter  Agreement  dated 11/20/01 to Amended  Employment
                        Agreement  with  Alan  I.  Goldberg.   (Incorporated  by
                        reference  to  Exhibit  10(k)  to the  Company's  Annual
                        Report  on Form  10-K for the year  ended  December  31,
                        2001, filed with the Commission).*

         10.10          Employment   Agreement  dated  November  24,  1999  with
                        Stephen P. Rolf  (Incorporated  by  reference to Exhibit
                        10(l) to the Company  Annual Report of Form 10-K for the
                        year   ended   December   31,   1999,   filed  with  the
                        Commission).*

         10.11          Option  Agreement dated January 10, 2000 with Stephen P.
                        Rolf  (Incorporated by reference to Exhibit 10(x) to the
                        Company  Quarterly  Report on Form 10-Q for the  quarter
                        ended June 30, 2000, filed with the Commission).*

         10.12          Option Agreements with Outside  Directors  (Incorporated
                        by reference to Company Proxy  Statement dated April 30,
                        1999, filed with the Commission).*

         10.13          Option  Agreements  dated  August 7,  2000 with  Outside
                        Directors (Incorporated by reference to Exhibit 10(x) to
                        the  Company  Quarterly  Report  on  Form  10-Q  for the
                        quarter   ended   June   30,   2000,   filed   with  the
                        Commission).*

         10.14          Option  Agreements  dated  March 1,  2002  with  Outside
                        Directors (Incorporated by reference to Exhibit 10(e) to
                        the  Company's  Annual  Report on Form 10-K for the year
                        ended December 31, 2001, filed with the Commission).*

         10.15          2000 Equity Incentive Plan (Incorporated by reference to
                        Exhibit  10(n) to the  Company's  Annual  Report on Form
                        10-K for the year ended  December 31,  2001,  filed with
                        the Commission).*

         10.16          2001 Equity Incentive Plan (Incorporated by reference to
                        Exhibit 10(ee) to the Company's Quarterly Report on Form
                        10-Q for the quarter  ended  September  30, 2001,  filed
                        with the Commission).*

         10.17          Lease  for  Premises   located  at  2828  Charter  Road,
                        Philadelphia,  PA dated May 14,  1999  (Incorporated  by
                        reference to Exhibit 10(f) to the Company  Annual Report
                        on Form 10-K for the year ended December 31, 1999, filed
                        with the Commission).

         10.18          Amendment to Lease 2828 Charter Road,  Philadelphia,  PA
                        dated  February 25, 2000  (Incorporated  by reference to
                        Exhibit  10(g) to the  Company's  Annual  Report on Form
                        10-K for the year ended  December 31,  1999,  filed with
                        the Commission).


                                       17
<PAGE>


         10.19          Lease  for  Premises   located  at  8125  Troon  Circle,
                        Austell,  GA 30001 (Incorporated by reference to Exhibit
                        10(s) to the  Company's  Annual  Report on Form 10-K for
                        the  year  ended  December  31,  2003,  filed  with  the
                        Commission).

         10.20          Exhibit removed.

         10.21          Loan and Security Agreement dated as of February 6, 2004
                        with General Electric Capital Corporation. (Incorporated
                        by reference to Exhibit  10(u)) to the Company's  Annual
                        Report on Form  10-KK for the year  ended  December  31,
                        2003, filed with the Commission).

         10.22          Option  Agreement  dated  June 3,  2002  with  Robert B.
                        Ginsburg (Incorporated by reference to Exhibit 10(cc) to
                        the  Company`s  Quarterly  Report  on Form  10-Q for the
                        quarter   ended   June   30,   2002,   filed   with  the
                        Commission).*

         10.23          Option  Agreement  dated  June  3,  2002  with  Alan  I.
                        Goldberg (Incorporated by reference to Exhibit 10(dd) to
                        the  Company`s  Quarterly  Report  on Form  10-Q for the
                        quarter   ended   June   30,   2002,   filed   with  the
                        Commission).*

         10.24          Option  Agreement  dated  October 23, 2002 with Washburn
                        Oberwager (Incorporated by reference to Exhibit 10ee) to
                        the  Company`s  Quarterly  Report  on Form  10-Q for the
                        quarter  ended  September  30,  2002,   filed  with  the
                        Commission).*

         10.25          Fourth  Amendment to Lease Agreement dated September 11,
                        2003 for premises located at 8125 Troon Circle, Austell,
                        GA 30001 (Incorporated by reference to Exhibit 10(cc) to
                        the  Company's  Quarterly  Report  on Form  10-Q for the
                        quarter  ended  September  30,  2003,   filed  with  the
                        Commission).

         10.26          Exhibit removed.

         10.27          Exhibit removed

         10.28          Lease  Agreement,   First  and  Second   Amendments  for
                        Premises located at Building J, 10232 Palm Drive,  Santa
                        Fe  Springs,  CA 90670  (Incorporated  by  reference  to
                        Exhibit 10(ff) to the Company's Quarterly Report on Form
                        10-Q for the quarter  ended  September  30, 2003,  filed
                        with the Commission).

         10.29          Lease  Agreement,   First  and  Second   Amendments  for
                        Premises   located  at  Building  G,  Heritage   Springs
                        Business  Park,   Santa  Fe  Springs   (Incorporated  by
                        reference to Exhibit  10(gg) to the Company's  Quarterly
                        Report on Form 10-Q for the quarter ended  September 30,
                        2003, filed with the Commission).

         10.30          Option Agreement dated May 13, 2004 with Stephen P. Rolf
                        (Incorporated  by  reference  to  Exhibit  10(c)  to the
                        Company's  Quarterly Report on Form 10-Q for the quarter
                        ended June 30, 2004, filed with the Commission).*


                                       18
<PAGE>


         10.31          Fifth  Amendment to Lease Agreement dated April 27, 2004
                        for the Premises located at 8125 Troon Circle,  Austell,
                        GA (Incorporated by reference to the Company's Quarterly
                        Report  on Form  10-Q for the  quarter  ended  March 31,
                        2004).

         10.32          Lease dated  November  17, 1998 by and between  Sunset &
                        Valley  Distribution  Center  Joint  Venture (the "Joint
                        Venture") and Showtime Enterprises West, Inc. ("Showtime
                        West"),  as  amended  by and  together  with,  the first
                        amendment  thereto  dated  June  22,  1999,  the  second
                        amendment  thereto  dated March 31, 2000, by and between
                        The   Northwestern   Mutual   Life   Insurance   Company
                        ("Northwestern"),   Sunset  and  Valley  View   Partners
                        ("Partners")  and  Showtime  West  the  third  amendment
                        thereto   dated   March   27,   2003   by  and   between
                        Northwestern,  Partners and Showtime West and the fourth
                        amendment thereto dated February 29, 2004 by and between
                        Northwestern,  Partners and Showtime West. (Incorporated
                        by  reference  to  the  Company's  Annual  Report  dated
                        December 31, 2004, filed with the Commission).

         10.33          Employment Agreement dated March 15, 2005 by and between
                        Sparks  Exhibits  &  Environments  Corp.  and  David  S.
                        Sudjian*  (Incorporated by reference to Exhibit 10.33 to
                        the  Company's  Annual  Report on Form 10-K for the year
                        ended December 31, 2004, filed with the Commission).

         10.34          Employment Agreement dated March 15, 2005 by and between
                        Sparks Exhibits & Environments Corp. and Harold Jensen.*
                        (Incorporated  by  reference  to  Exhibit  10.34  to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).

         10.35          Royalty  Agreement  dated  March  15,  2005 by and among
                        Sparks Exhibits & Environments  Corp., Argosy Investment
                        Partners II, LP and Alliance Mezzanine Investors,  L. P.
                        (Incorporated  by  reference  to  Exhibit  10.35  to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).

         10.36          Stock  Option  Agreement  dated as of March 15,  2005 by
                        Marlton  Technologies,  Inc and  David S.  Sudjian  with
                        respect to the grant of 500,000 shares of Marlton common
                        stock .*  (Incorporated by reference to Exhibit 10.36 to
                        the  Company's  Annual  Report on Form 10-K for the year
                        ended December 31, 2004, filed with the Commission).

         10.37          Stock  Option  Agreement  dated as of March 15,  2005 by
                        Marlton Technologies, Inc and Harold Jensen with respect
                        to the grant of 500,000 shares of Marlton common stock.*
                        ((Incorporated  by  reference  to  Exhibit  10.37 to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).


                                       19
<PAGE>


         10.38          Letter  agreement  dated  March  15,  2005 by and  among
                        Sparks Exhibits & Environments  Corp.,  David S. Sudjian
                        and  Harold  Jensen.*   (Incorporated  by  reference  to
                        Exhibit  10.38 to the  Company's  Annual  Report on Form
                        10-K for the year ended  December 31,  2004,  filed with
                        the Commission).

         10.39          First  Amendment  to Loan and  Security  Agreement  with
                        General  Electric Capital  Corporation  (Incorporated by
                        reference to Exhibit  10(f) to the  Company's  Quarterly
                        Report  on Form  10-Q for the  quarter  ended  March 31,
                        2004, filed with the Commission).

         10.40          Consent  and  Second  Amendment  to  Loan  and  Security
                        Agreement  dated  as of  March  15,  2005  by and  among
                        General Electric Capital Corporation,  Sparks Exhibits &
                        Environments  Corp.,  Sparks  Exhibits  &  Environments,
                        Ltd., Sparks Exhibits & Environments, Inc. and DMS Store
                        Fixtures  LLC.  (Incorporated  by  reference  to Exhibit
                        10.40 to the  Company's  Annual  Report on Form 10-K for
                        the  year  ended  December  31,  2004,  filed  with  the
                        Commission).

         10.41          Term Note issued by Sparks Exhibits & Environments Corp.
                        in  favor  of  General  Electric  Capital   Corporation.
                        (Incorporated  by  reference  to  Exhibit  10.41  to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).

         10.42          Note dated April 23, 2002 in favor of the United  States
                        Business Administration (the "SBA Note").  (Incorporated
                        by reference to Exhibit  10.42 to the  Company's  Annual
                        Report  on Form  10-K for the year  ended  December  31,
                        2004, filed with the Commission).

         10.43          Promissory  Note made by Sparks  Exhibits & Environments
                        Corp.  in face  amount  of  $257,144  in favor of Argosy
                        Investment Partners II, L.P.  (Incorporated by reference
                        to Exhibit 10.43 to the Company's  Annual Report on Form
                        10-K for the year ended  December 31,  2004,  filed with
                        the Commission).

         10.44          Promissory  Note made by Sparks  Exhibits & Environments
                        Corp.  in face  amount of  $142,856 in favor of Alliance
                        Mezzanine Investors,  L.P. (Incorporated by reference to
                        Exhibit  10.44 to the  Company's  Annual  Report on Form
                        10-K for the year ended  December 31,  2004,  filed with
                        the Commission).

         10.45          Agreement for Assumption of Indebtedness  dated December
                        14,   2004  by  and  among  the  U.S.   Small   Business
                        Administration,  Showtime  Enterprises,  Inc. and Sparks
                        Exhibits & Environments Corp. (Incorporated by reference
                        to Exhibit 10.45 to the Company's  Annual Report on Form
                        10-K for the year ended  December 31,  2004,  filed with
                        the Commission).


                                       20
<PAGE>


         10.46          Unconditional  Guarantee issued by Marlton Technologies,
                        Inc. in favor of the U.S. Small Business  Administration
                        with  respect  to  the  SBA  Note  .   (Incorporated  by
                        reference  to  Exhibit  10.46  to the  Company's  Annual
                        Report  on Form  10-K for the year  ended  December  31,
                        2004, filed with the Commission).

         10.47          Option  Agreement with Jeffrey Harrow dated December 20,
                        2004 *  (Incorporated  by reference to Exhibit  10.47 to
                        the  Company's  Quarterly  Report  on Form  10-Q for the
                        quarter   ended   March  31,   2005,   filed   with  the
                        Commission).

         10.48          Option  Agreement  with Scott Tarte,  dated December 20,
                        2004 *  (Incorporated  by reference to Exhibit  10.48 to
                        the  Company's  Quarterly  Report  on Form  10-Q for the
                        quarter   ended   March  31,   2005,   filed   with  the
                        Commission).

         10.49          Agreement  dated March 15,  2005 by and  between  Sparks
                        Exhibits  &  Environments   Corp.,   Argosy   Investment
                        Partners II, L.P. and Alliance Mezzanine Investors, L.P.
                        (Incorporated  by  reference  to  Exhibit  10.49  to the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2004, filed with the Commission).

         10.50          Amendment to Employment Agreement with Scott Tarte dated
                        May 12, 2005 (Incorporated by reference to Exhibit 10.50
                        to the Company's  Quarterly  Report on Form 10-Q for the
                        quarter   ended   March  31,   2005,   filed   with  the
                        Commission).

         10.51          Amendment to Employment  Agreement  with Jeffrey  Harrow
                        dated May 12, 2005 (Incorporated by reference to Exhibit
                        10.51 to the Company's Quarterly Report on Form 10-Q for
                        the  quarter  ended  March  31,  2005,  filed  with  the
                        Commission).

         10.52         Amendment  to  Employment   Agreement   with  Robert  B.
                        Ginsburg dated May 12, 2005  (Incorporated  by reference
                        to Exhibit  10.52 to the Company's  Quarterly  Report on
                        Form 10-Q for the quarter  ended March 31,  2005,  filed
                        with the Commission).

         10.53          Amendment to Employment  Agreement with Alan I. Goldberg
                        dated May 12, 200  (Incorporated by reference to Exhibit
                        10.53 to the Company's Quarterly Report on Form 10-Q for
                        the  quarter  ended  March  31,  2005,  filed  with  the
                        Commission).5

         10.54          Amendment to Employment  Agreement  with Stephen P. Rolf
                        dated May 12, 2005 (Incorporated by reference to Exhibit
                        10.54 to the Company's Quarterly Report on Form 10-Q for
                        the  quarter  ended  March  31,  2005,  filed  with  the
                        Commission).


                                       21
<PAGE>


         14             Code  of  Ethics   (Incorporated  by  reference  to  the
                        Company's  Annual Report on Form 10-K for the year ended
                        December 31, 2003, filed with the Commission)

         21             Subsidiaries of the Company  (Incorporated  by reference
                        to the Company's Annual Report on Form 10-K for the year
                        ended December 31, 2003, filed with the Commission)

         31.1           Rule 13a - 14(a) / 15(d) - 14 (a)  Certification,  Chief
                        Executive Officer

         31.2           Rule 13a - 14(a) / 15(d) - 14 (a)  Certification,  Chief
                        Financial Officer

         32             Section 1350 Certifications


SIGNATURES

In accordance with 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.


MARLTON TECHNOLOGIES, INC.
By: /s/ Robert B. Ginsburg
-------------------------------------
Robert B. Ginsburg
President and Chief Executive Officer


By: /s/ Stephen P. Rolf
-------------------------------------
Stephen P. Rolf
Chief Financial Officer

Dated: August 12, 2005


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