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

                         COMMISSION FILE NO.: 0-32143



                        Date of Report:  April 1, 2005



                           INCODE TECHNOLOGIES CORP.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)


           Nevada                                         33-0895699
 ----------------------------------------------------------------------------
 (State of other jurisdiction of                     (IRS Employer
  incorporation or organization                       Identification No.)


  111 Howard Boulevard, Suite 108, Mt. Arlington New Jersey       07856
  -------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)


                                (973) 398-8183
            ---------------------------------------------------
            (Registrant's telephone number including area code)


     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:

[ ]  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 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01	Entry into a Material  Definitive Agreement
Item 5.01	Changes in Control of the Registrant
Item 5.03	Amendments to Articles of Incorporation

Series A Preferred Stock

On April 1, 2005 Incandent Capital, LLC transferred to GreenWorks
Corporation, for $1.00,  1,000,000 shares of Incode Technologies' Series A
Preferred Stock.  Kevin Kreisler, Chairman of Incode Technologies, is the
sole member of Incandent Capital, LLC.  He is also the Chief Executive
Officer of GreenWorks.  James Grainer, President and Chief Financial
Officer of Incode Technologies, is President and Chief Financial Officer
of GreenWorks.

In connection with the transfer, the Board of Directors of Incode
Technologies amended the terms of the Series A Preferred Stock.  As
amended, each of the 1,000,000 shares of Series A Preferred Stock is
convertible after April 1, 2006 into 875 shares of Incode Technologies
common stock.  That conversion ratio will be adjusted, however, on
December 31, 2005 and on December 31, 2006 so that the Series A Preferred
Stock will be convertible into 70% of the common shares outstanding on
those dates.  The holder of each share of Series A Preferred Stock is
entitled to cast the same number of votes at a meeting of shareholders as
equals the number of common shares into which the Preferred share could be
converted.

Series B Preferred Stock

On April 1, 2005 Incode Technologies entered into a Share Purchase and
Sale Agreement with Candent Corporation.  The President of Candent
Corporation is the spouse of Kevin Kreisler, Incode's Chairman.

Pursuant to the Share Purchase and Sale Agreement, on April 1, 2005
Candent transferred to Incode all of the outstanding Series A Preferred
Stock issued by Incode's subsidiary, Intrance Corporation.  In exchange,
Incode Technologies issued to Candent 275,000 shares of Series B Preferred
Stock.

Each share of Series B Preferred Stock may be converted after April 1,
2008 into 100 shares of Incode common stock.  On each of December 31, 2005
and December 31, 2006, that conversion ratio will be adjusted so that the
Series B Preferred Stock will be convertible into 5.25% of the Incode
common stock outstanding on those dates.  On those same dates the
conversion ratio will also be adjusted as necessary so that the market
value of the common shares into which the Series B Preferred Stock is
convertible is no less than $2,750,000.  The holder of each share of
Series B Preferred Stock is entitled to cast at any shareholders meeting
the number of votes that equals the number of common shares into which the
Series B share could be converted.

Item 9.01	Financial Statements and Exhibits

Exhibits

10-a	Certificate of Amendment of Certificate of Designations of Series A
        Preferred Stock.

10-b	Certificate of Designations of Series B Preferred Stock.


                                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 hereunto duly authorized.

                                  INCODE TECHNOLOGIES CORP.
Dated:  April 6, 2005
                                  By:  /s/ James L. Grainer
                                  ------------------------------------------
                                  James L. Grainer, Chief Executive Officer
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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

                         COMMISSION FILE NO.: 0-32143

                        Date of Report:  April 1, 2005

                           INCODE TECHNOLOGIES CORP.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Nevada                                         33-0895699
 ----------------------------------------------------------------------------
 (State of other jurisdiction of                     (IRS Employer
  incorporation or organization                       Identification No.)

  111 Howard Boulevard, Suite 108, Mt. Arlington New Jersey       07856
  -------------------------------------------------------------------------
  (Address of principal executive offices)                     (Zip Code)

                                (973) 398-8183
            ---------------------------------------------------
            (Registrant's telephone number including area code)

     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:

[ ]  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 240.14d-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 5.01	Changes in Control of the Registrant
Item 5.03	Amendments to Articles of Incorporation

Series A Preferred Stock

On April 1, 2005 Incandent Capital, LLC transferred to GreenWorks
Corporation, for $1.00,  1,000,000 shares of Incode Technologies' Series A
Preferred Stock.  Kevin Kreisler, Chairman of Incode Technologies, is the
sole member of Incandent Capital, LLC.  He is also the Chief Executive
Officer of GreenWorks.  James Grainer, President and Chief Financial
Officer of Incode Technologies, is President and Chief Financial Officer
of GreenWorks.

In connection with the transfer, the Board of Directors of Incode
Technologies amended the terms of the Series A Preferred Stock.  As
amended, each of the 1,000,000 shares of Series A Preferred Stock is
convertible after April 1, 2006 into 875 shares of Incode Technologies
common stock.  That conversion ratio will be adjusted, however, on
December 31, 2005 and on December 31, 2006 so that the Series A Preferred
Stock will be convertible into 70% of the common shares outstanding on
those dates.  The holder of each share of Series A Preferred Stock is
entitled to cast the same number of votes at a meeting of shareholders as
equals the number of common shares into which the Preferred share could be
converted.

Series B Preferred Stock

On April 1, 2005 Incode Technologies entered into a Share Purchase and
Sale Agreement with Candent Corporation.  The President of Candent
Corporation is the spouse of Kevin Kreisler, Incode's Chairman.

Pursuant to the Share Purchase and Sale Agreement, on April 1, 2005
Candent transferred to Incode all of the outstanding Series A Preferred
Stock issued by Incode's subsidiary, Intrance Corporation.  In exchange,
Incode Technologies issued to Candent 275,000 shares of Series B Preferred
Stock.

Each share of Series B Preferred Stock may be converted after April 1,
2008 into 100 shares of Incode common stock.  On each of December 31, 2005
and December 31, 2006, that conversion ratio will be adjusted so that the
Series B Preferred Stock will be convertible into 5.25% of the Incode
common stock outstanding on those dates.  On those same dates the
conversion ratio will also be adjusted as necessary so that the market
value of the common shares into which the Series B Preferred Stock is
convertible is no less than $2,750,000.  The holder of each share of
Series B Preferred Stock is entitled to cast at any shareholders meeting
the number of votes that equals the number of common shares into which the
Series B share could be converted.

Item 9.01	Financial Statements and Exhibits

Exhibits

10-a	Certificate of Amendment of Certificate of Designations of Series A
        Preferred Stock.

10-b	Certificate of Designations of Series B Preferred Stock.

                                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 hereunto duly authorized.

                                  INCODE TECHNOLOGIES CORP.
Dated:  April 6, 2005
                                  By:  /s/ James L. Grainer
                                  ------------------------------------------
                                  James L. Grainer, Chief Executive Officer