UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
______________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): May 15, 2007
Commission
File Number: 0-29195
ONSCREEN
TECHNOLOGIES, INC.
(Name
of
Small Business Issuer in Its Charter)
_______________________
|
Colorado
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84-1463284
|
|
(State
or jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
| |
|
| |
|
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600
NW 14th Avenue, Suite 100, Portland, Oregon
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97209
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|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(503)
417-1700
(Registrant’s
telephone number)
__________________________
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
1.01 |
Entry
into a Material Definitive
Agreement.
|
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On
May 9,
2007, Central Finance, LLC agreed with the Board of Directors to loan to the
Company one million dollars ($1,000,000) in five monthly loans of two hundred
thousand dollars ($200,000) each. The 12% per annum simple interest is payable
monthly and the principal payment will be determined at the time of each monthly
loan. A specimen of the promissory note is attached hereto and made a part
hereof. This loan is conditioned on a sale to Central Finance, LLC, by each
of
two of our directors, of five hundred thousand (500,000) restricted common
shares for a per share price of $0.15. As a further condition, effective on
filing with the Colorado Department of State, the Company shall create ten
thousand (10,000) shares of Series C Preferred stock that shall be exchanged,
on
a one for one ratio, with ten thousand (10,000) restricted common stock of
Central Finance, LLC. These preferred shares may, at any time, at the election
of Central Finance, LLC, be re-exchanged back to common stock at the same,
one
for one, ratio. The Series C Preferred stock has the exclusive right to elect
three (3) directors to three (3) newly created board seats.
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 15th
day of
May 2007.
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OnScreen
Technologies, Inc. |
| |
(Registrant) |
|
|
|
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By: |
/s/
Russell L. Wall |
| |
Russell
L. Wall as
CEO/President |