UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 15, 2005
Commission File Number: 0-29195
ONSCREEN TECHNOLOGIES, INC.
(Name of Small Business Issuer in Its Charter)
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Colorado 84-1463284
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 9th Avenue North, Suite 210, Safety Harbor, Florida 34695
(Address of Principal Executive Offices) (zip code)
(727) 797-6664
(Registrant's telephone number)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.1 4d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
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Item 7.01 Regulation FD Disclosure
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Between August 15, 2005 and the present, we received commitments for
the sale of two million dollars of our 12% Convertible Promissory Notes
("Notes") with an initial maturity date of 90 days of which $1.3 million has
been received by the Company. Mark Chandler, our Chief Financial Officer,
purchased $100,000 of these Notes. The maturity date can be extended for an
additional 90 days at our option. Interest is payable monthly. We have the right
to prepay these Notes; however, holders of the Notes are required to receive no
less than 90 days of interest payments. If we elect to extend the due date of
the Notes for an additional 90 days, then the holders of the Notes are entitled
to receive a minimum of 90 additional days interest even if the Notes are
prepaid during the 90-day extension period. The holders of the Notes have the
right to convert all or part of the Notes into shares of our common stock at a
conversion price of $0.25 per share.
As an additional inducement, if a holder of a Note invests at least
$500,000, that investor is entitled to receive a 20% additional equity
consideration in the form of shares of our common stock. For example: An
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investment of $500,000 entitles the holder to 100,000 additional shares. We are
required to register such shares on behalf of such investors along with the
equity securities which we anticipate issuing in the future as part of future
capital raising efforts. A form of the Promissory Note is attached as an exhibit
to this filing.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Signed and submitted this 26th day of August 2005.
OnScreen Technologies, Inc.
(Registrant)
by:__________________________________________
John Thatch as President/CEO/Director