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 September 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 incorporation           (IRS Employer
               or organization)                       Identification No.)


           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>


                   MARLTON TECHNOLOGIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (In thousands except share and per share data)

<TABLE>
<CAPTION>

                                                                          September 30,
                                                                              2005               December 31,
                              ASSETS                                       (UNAUDITED)               2004
                                                                         --------------        ---------------
<S>                                                                           <C>                    <C>
Current:

   Cash and cash equivalents                                                  $  1,305               $    311
   Accounts receivable, net of allowance
     of $554 and $444, respectively                                             17,100                 10,157
   Inventories                                                                   6,630                  7,069
   Prepaid and other current assets                                                934                    400
                                                                         --------------        ---------------
          Total current assets                                                  25,969                 17,937

Property and equipment, net of accumulated
     depreciation of $11,370 and $10,792, respectively                           3,069                  2,469
Rental assets, net of accumulated depreciation
     of $4,686 and $4,239, respectively                                          2,730                  2,875
Goodwill                                                                         2,750                  2,750
Other intangible assets, net of accumulated amortization of $299                 4,841                      --
Other assets, net of accumulated amortization
     of $1,823 and $1,781, respectively                                            105                    126
Notes receivable                                                                   122                    178
                                                                         --------------        ---------------
          Total assets                                                        $ 39,586               $ 26,335
                                                                         ==============        ===============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

   Current portion of long-term debt                                          $  1,067               $     83
   Accounts payable                                                              6,571                  5,596
   Accrued expenses and other current liabilities                                9,951                  7,722
                                                                         --------------        ---------------
          Total current liabilities                                             17,589                 13,401

Long-term liabilities:
   Long-term debt, net of current portion                                        9,869                  5,070
   Other long-term liabilities                                                   1,674                     --
                                                                         --------------        ---------------
          Total  long-term liabilities                                          11,543                  5,070
                                                                         --------------        ---------------
          Total liabilities                                                     29,132                 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 September 30, 2005 and December 31, 2004            --                     --
   Stock warrants                                                                1,528                    742
   Additional paid-in capital                                                   32,998                 32,998
   Accumulated deficit                                                         (23,924)               (25,728)
                                                                         --------------        ---------------
                                                                                10,602                  8,012
   Less cost of 148,803 treasury shares                                           (148)                  (148)
                                                                         --------------        ---------------
          Total stockholders' equity                                            10,454                  7,864
                                                                         --------------        ---------------
          Total liabilities and stockholders' equity                          $ 39,586               $ 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>


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

<TABLE>
<CAPTION>

                                         For the three months ended                         For the nine months ended
                                               September 30,                                      September 30,
                                        2005                    2004                       2005                    2004
                                    --------------          -------------              --------------          -------------
<S>                                    <C>                    <C>                         <C>                    <C>
Sales                                  $   24,723             $   16,796                  $   69,528             $   55,901
Cost of sales                              19,370                 13,462                      53,903                 43,574
                                    --------------          -------------              --------------          -------------
      Gross profit                          5,353                  3,334                      15,625                 12,327

     Selling                                2,973                  1,889                       7,936                  6,044
     Administrative and general             1,935                  1,524                       5,483                  4,726
                                    --------------          -------------              --------------          -------------
      Operating profit (loss)                 445                    (79)                      2,206                  1,557

Other income (expense):
     Other income                              42                     50                         111                     50
     Interest expense                        (191)                  (156)                       (513)                  (381)
                                    --------------          -------------              --------------          -------------
Income (loss) before income taxes             296                   (185)                      1,804                  1,226

Provision for income taxes                     --                     --                          --                     --
                                    --------------          -------------              --------------          -------------
Net income (loss)                             296                   (185)                      1,804                  1,226
                                    ==============          =============              ==============          =============
Net income (loss) per common share:

     Basic                             $     0.02             $    (0.01)                 $     0.14             $     0.10
                                    ==============          =============              ==============          =============
     Diluted                           $     0.02             $    (0.01)                 $     0.10             $     0.09
                                    ==============          =============              ==============          =============
</TABLE>

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

                                       3


<PAGE>


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

<TABLE>
<CAPTION>

                                                                    For the nine months ended
                                                                          September 30,
                                                                  2005                   2004
                                                                ----------             ----------
<S>                                                             <C>                    <C>
Cash flows from operating activities:
   Net income                                                   $   1,804              $   1,226
   Adjustments to reconcile net income to cash
     used in operating activities:
       Depreciation and amortization                                1,366                  1,546
     Change in assets and liabilities:
          Increase in accounts receivable, net                     (5,630)                (4,020)
          (Increase) decrease in inventories                        1,005                    (77)
          (Increase) decrease in prepaid and other assets            (534)                   134
          Decrease in notes and other receivables                      56                    246
          Increase (decrease) in accounts payable,
             accrued expenses and other current liabilities         1,668                   (267)
                                                                ----------             ----------
                Net cash used in operating activities                (265)                (1,212)
                                                                ----------             ----------
Cash flows from investing activities:
     Acquisition of business                                       (2,752)                    --
     Capital expenditures                                            (668)                  (840)
     Proceeds from affiliate, net                                      19                     50
                                                                ----------             ----------
                Net cash used in investing activities              (3,401)                  (790)
                                                                ----------             ----------
Cash flows from financing activities:
     Proceeds from revolving credit facility, net                   4,089                  2,511
     Proceeds from term loan, net                                     850                     --
     Payments for leasehold improvement obligation                    (34)                   (34)
     Proceeds from (payments for) capital lease obligations           (28)                   107
     Payments for loan origination fees                               (40)                  (133)
     Payments for assumed SBA loan                                    (76)                    --
     Payments for contingent acquisition obligations                 (101)                  (163)
                                                                ----------             ----------
               Net cash provided by financing activities            4,660                  2,288
                                                                ----------             ----------
Increase in cash and cash equivalents                                 994                    286
Cash and cash equivalents - beginning of period                       311                    241
                                                                ----------             ----------
Cash and cash equivalents - end of period                       $   1,305              $     527
                                                                ==========             ==========
</TABLE>


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
                                                                ==========

  The accompanying notes and the notes in the consolidated financial statements
  included in the Registrant'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 accounting principles generally accepted in the
United  States of America 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 nine 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. 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 are reviewed periodically by
management for impairment.

3.       MAJOR CUSTOMERS AND CONCENTRATIONS:

During the first nine months of 2005 and 2004, one customer  accounted for 12.8%
and 11.3%,  respectively,  of the Company's  total sales. At September 30, 2005,
this  customer  accounted  for 12.9% of total  accounts  receivable  and another
customer accounted for 16.4% of total accounts receivable.

4.       PER SHARE DATA:

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

<TABLE>
<CAPTION>

                                             Three months ended          Nine months ended
                                               September 30,               September 30,
                                              2005         2004          2005          2004
                                            -------      -------       -------       -------

<S>                                         <C>          <C>           <C>           <C>
Net income (loss)                           $   296      $  (185)      $ 1,804       $ 1,226
                                            =======      =======       =======       =======
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           4,309           --         4,309         1,174
                                            -------      -------       -------       -------
Total shares used to compute diluted
   net income per common share               17,249       12,845        17,249        14,019
                                            =======      =======       =======       =======
Basic net income (loss) per share           $  0.02      $ (0.01)      $  0.14       $  0.10
                                            =======      =======       =======       =======
Diluted net income (loss) per share         $  0.02      $ (0.01)      $  0.10       $  0.09
                                            =======      =======       =======       =======
</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 September
30, 2005 and 333,000  shares of common stock at  September  30, 2004 because the
option or warrant  exercise  prices were  greater  than the market  price of the
common shares.

5.       INVENTORIES:

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

                     September 30, 2005   December 31, 2004
                     ------------------   -----------------
Raw materials                 $ 673             $ 440
Work in process               2,841             3,231
Finished goods                3,116             3,398
                             ------            ------
                             $6,630            $7,069
                             ======            ======

                                       6


<PAGE>


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

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
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 $235,000 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  September  30,  2005,  the  Company  may  record  compensation   expense  of
approximately  $300,000 beginning in 2006 through 2009 and approximately $55,000
in 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

                                       7


<PAGE>


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

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>

                                                 Three months ended          Nine months ended
                                                    September 30,              September 30,
                                               2005            2004         2005            2004
                                              ------          -------      ------          ------

<S>                                           <C>             <C>          <C>             <C>
  Net income (loss), as reported              $  296          $  (185)     $1,804          $1,226
                                              ------          -------      ------          ------
  Deduct: Total stock-based employee
  compensation expense determined under fair
  value based method, net of tax                 (83)              (8)       (180)            (43)
                                              ------          -------      ------          ------
  Pro-forma net income                        $  213          $  (193)     $1,624          $1,183
                                              ======          =======      ======          ======
  Net income (loss) per share:
    Basic:
       As Reported                            $ 0.02          $ (0.01)     $ 0.14          $ 0.10
                                              ======          =======      ======          ======
       Pro-forma                              $ 0.02          $ (0.02)     $ 0.13          $ 0.09
                                              ======          =======      ======          ======
    Diluted:
       As reported                            $ 0.02          $ (0.01)     $ 0.10          $ 0.09
                                              ======          =======      ======          ======
       Pro-forma                              $ 0.01          $ (0.02)     $ 0.09          $ 0.08
                                              ======          =======      ======          ======
</TABLE>

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

8.       REVERSE STOCK SPLIT

On  September  22,  2005,  the  Company  announced  that its Board of  Directors
approved a reverse stock split of its Common Stock to relieve the Company of the
substantial  and  increasing  expense of  remaining a  Securities  and  Exchange
Commission ("SEC") reporting company. If approved by the Company's shareholders,
the reverse  stock split will  reduce  shareholders  of record to less than 300,
which will permit the Company to terminate  its  obligation to file reports with
the SEC. As a result of the reverse  stock  split,  the  Company's  Common Stock
would be delisted  from the American  Stock  Exchange,  but would be expected to
trade in the over-the-counter market.

The Board's  approval  followed  the  recommendation  of a special  committee of
independent  directors  which was established to review the reverse stock split.
The special  committee  retained an investment

                                       8


<PAGE>


banking firm to advise it and to review the fairness of the  consideration to be
paid to shareholders in the reverse stock split.

Pursuant to the terms of the 1 for 5,000  reverse  stock  split  approved by the
Company's Board,  shareholders owning less than 5,000 shares would be paid $1.25
in cash per share.  Shareholders  owning more than 5,000  shares would remain as
shareholders  of the  Company  after the  reverse  stock  split  and would  have
fractional  shares  redeemed  at the same rate.  The Company  estimates  that an
aggregate  of  $1,600,000  would be paid to its  shareholders  to  complete  the
reverse stock split.  Funding for the  transaction is anticipated to be provided
under the  Company's  existing  revolving  credit  facility,  subject to certain
conditions on availability under the borrowing formula.

The Board will recommend that Company's  shareholders  approve the reverse stock
split in proxy  materials to be filed with the SEC in connection  with a special
meeting of shareholders to be held in December 2005.

                                       9


<PAGE>


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

RESULTS OF OPERATIONS

For the three and nine months ended September 30, 2005 and 2004.

SALES

                                          (In thousands)

                                        Three months ended
                                          September 30,

                                        2005           2004          % change
                                      -------        --------        --------

Trade show exhibits group             $14,394        $  8,191          75.7%
Permanent and scenic displays group    10,329           8,605          20.0%
                                      -------        --------         ------
Total sales                           $24,723        $16,796           47.2%
                                      =======        ========         ======

                                        Nine months ended
                                          September 30,

                                       2005            2004          % change
                                      -------        --------        --------

Trade show exhibits group             $45,273        $ 34,892          29.8%
Permanent and scenic displays group    24,255          21,009          15.5%
                                      -------        --------         ------
Total sales                           $69,528        $ 55,901          24.4%
                                      =======        ========         ======

Total net sales of $24.7 million for the third quarter of 2005  increased  47.2%
from the third  quarter of 2004,  and total net sales of $69.5  million  for the
first  nine  months of 2005  increased  24.4%  above the  comparable  prior year
period.  The third quarter increase was principally  attributable to incremental
sales of $4.7 million resulting from the Showtime business acquired on March 15,
2005 and to new customers  obtained near the end of 2004. The sales increase for
the  first  nine  months  of 2005 was  primarily  due to  sales of $8.7  million
contributed by the Showtime business as well as to sales to new customers.

GROSS PROFIT

Gross  profit,  as a  percentage  of net sales,  increased to 21.7% in the third
quarter of 2005 from  19.8% in the same  prior year  period and to 22.5% for the
first nine months of 2005 from 22.1% in the comparable period of 2004. The third
quarter  improvement  was primarily due to the favorable  effect of higher sales
volume as compared with fixed manufacturing  overhead costs. The improvement for
the nine month  period was also due to the  leverage of higher  sales  volume on
fixed costs,  partially  offset by transition  costs incurred in connection with
the Showtime business acquisition.

                                       10


<PAGE>


SELLING EXPENSES

Selling  expenses  increased  $1.1 million in the third quarter of 2005 and $1.9
million for the nine months of 2005 from the  corresponding  prior year periods.
As a percentage of net sales,  selling expenses  increased to 12.0% and 11.4% in
the third  quarter and first nine months of 2005,  respectively,  from 11.4% and
10.8% for the same 2004  periods.  These  increases  were  largely the result of
additional  selling  costs  incurred in  connection  with the Showtime  business
acquisition and to the impact of higher sales on variable selling expenses.

ADMINISTRATIVE AND GENERAL EXPENSES

Administrative  and general expenses increased $0.4 million in the third quarter
of 2005 and $0.8  million  in the first  nine  months  of 2005 from the  expense
levels  for the  comparable  periods of 2004.  The third  quarter  increase  was
largely  due to higher  accrued  incentive  compensation  and costs  incurred in
connection  with the proposed  reverse stock split discussed under liquidity and
capital resources.  The increase in general and administrative  expenses for the
nine months of 2005 was due to these third quarter factors,  as well as to costs
incurred in connection with the Showtime business acquisition.

OPERATING PROFIT

Operating profit of $445,000 for the third quarter of 2005 compared favorably to
an operating  loss of $79,000 for the same 2004  period.  For the nine months of
2005,  operating profit increased to $2.2 million from $1.6 million reported for
the comparable  prior year period.  These increases were primarily due to higher
sales,  partially  offset by costs  incurred  in  connection  with the  Showtime
business acquisition.

OTHER INCOME/(EXPENSE)

Interest  expense  increased  to  $191,000  in the  third  quarter  of 2005 from
$156,000 in the same 2004  period and to  $513,000  for the first nine months of
2005 from $381,000 for the nine months 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
for the first nine  months 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 $296,000 ($0.02 per fully diluted share) in
the third  quarter of 2005 as compared  with a net loss of  $185,000  ($0.01 per
fully diluted share) in the same prior year period. For the first nine months of
2005, net income  increased to $1.8 million ($0.10 per fully diluted share) from
$1.2 million  ($0.09 per fully diluted  share) for the  comparable  2004 period.
These  improvements  were  principally  attributable  to  higher  sales  volume,
partially  offset by costs  incurred in  connection  with the Showtime  business
acquisition.

                                       11


<PAGE>


BACKLOG

The Company's  backlog of orders was  approximately $35 million at September 30,
2005 and $16  million at  September  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,  due to changes in
sales mix.  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 7.45% at September 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  $9.1 million and additional  borrowing  capacity of
approximately  $3.5  million at  September  30, 2005.  In  September  2005,  the
Company's commercial lender sold this credit facility to a bank.

The Company's working capital increased $3.9 million in the first nine months of
2005 to $8.4  million at  September  30, 2005 from $4.5  million at December 31,
2004,  largely due to a $6.9 million  increase in accounts  receivable  and a $1
million increase in cash, partially offset by a $4.2 million increase in current
liabilities.  The accounts receivable  increase was principally  attributable to
higher sales at the end of the third  quarter of 2005 as compared  with sales at
the end of 2004.  The increase in cash was largely due to the timing of accounts
payable payments.  The increase in current liabilities was largely due to timing
of accounts payable payments, an increase in customer deposits and the term loan
discussed above.

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

On  September  22,  2005,  the  Company  announced  that its Board of  Directors
approved a reverse stock split of its Common Stock to relieve the Company of the
substantial  and  increasing  expense of  remaining a  Securities  and  Exchange
Commission ("SEC") reporting company. If approved by the Company's shareholders,
the reverse  stock split will  reduce  shareholders  of record to less than 300,
which will permit the Company to terminate  its  obligation to file reports with
the SEC. As a result of the reverse  stock  split,  the  Company's  Common Stock
would be delisted  from the American  Stock  Exchange,  but would be expected to
trade in the over-the-counter market.

                                       12


<PAGE>


The Board's  approval  followed  the  recommendation  of a special  committee of
independent  directors  which was established to review the reverse stock split.
The special  committee  retained an investment  banking firm to advise it and to
review the  fairness  of the  consideration  to be paid to  shareholders  in the
reverse stock split.

Pursuant to the terms of the 1 for 5,000  reverse  stock  split  approved by the
Company's Board,  shareholders owning less than 5,000 shares would be paid $1.25
in cash per share.  Shareholders  owning more than 5,000  shares would remain as
shareholders  of the  Company  after the  reverse  stock  split  and would  have
fractional  shares  redeemed  at the same rate.  The Company  estimates  that an
aggregate  of  $1,600,000  would be paid to its  shareholders  to  complete  the
reverse stock split.  Funding for the  transaction is anticipated to be provided
under the  Company's  existing  revolving  credit  facility,  subject to certain
conditions on availability under the borrowing formula.

The Board will recommend that Company's  shareholders  approve the reverse stock
split in proxy  materials to be filed with the SEC in connection  with a special
meeting of shareholders to be held in December 2005.

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 is as follows:

<TABLE>
<CAPTION>

                                                         Payment due by period (in thousands)
                                                         ------------------------------------
                                                                          2006 to       2009 to      More than 5
       Contractual Obligations                 Total             2005        2008          2011         Years
       -----------------------                 -----             ----        ----          ----         -----
<S>                                          <C>                 <C>      <C>            <C>              <C>
       Long-Term Debt Obligations            $10,936             $129     $10,348        $  459           $ --
       Capital Lease Obligations                  --               --          --            --             --
       Operating Lease Obligations             6,306              587       4,993           726             --
       Purchase Obligations                       --               --          --            --             --
       Other Long-Term Liabilities
       Reflected on the Registrant's
       Balance Sheet Under GAAP                1,674               --       1,318           356             --
                                             -------             ----     -------        ------           ----
                                  Total      $18,916             $716     $16,659        $1,541             --
                                             =======             ====     =======        ======           ====
</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.

                                       13


<PAGE>


OUTLOOK

The Company  expects  sales  volume in 2005 and 2006 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  $90,000 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.

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

                                       14


<PAGE>


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
$235,000  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 September 30, 2005, the Company may record  compensation  expense
of  approximately  $300,000  beginning in 2006  through  2009 and  approximately
$55,000 in 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
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  proposed  reverse stock split;
continued availability of financing to provide additional sources of funding for
capital expenditures,  working capital and investments; the Company's ability to
continue to identify  and enter new markets and expand  existing  business;  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;  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 7.45% at September 30,
2005.

                                       15


<PAGE>


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.

                                       16


<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).

                                       17


<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).*

                                       18


<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 September
                  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).

                                       19


<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).*

                                       20


<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).

                                       21


<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).

                                       22


<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, 2005*  (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).

                                       23


<PAGE>


         10.55    Lease  for   premises   located   at  2001   Woodhaven   Road,
                  Philadelphia, Pennsylvania 19154, dated October 12, 2005.

         10.56    Bank of  America  consent  letter  with  respect  to  proposed
                  reverse stock split

         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

   * Management contract or compensatory plan or arrangement


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: October 31, 2005


                                       24