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) November 18, 2005 (October 28,
2005)

                       Innovative Card Technologies, Inc.

             (Exact name of registrant as specified in its charter)

      Delaware                    000-51260                  14-1861651
--------------------------------------------------------------------------------
  (State or other          (Commission File Number)        (IRS Employer
  jurisdiction of                                          Identification
   incorporation) No.)

 11601 Wilshire Boulevard, Suite 2160, Los Angeles CA          90025
--------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:(310) 312-0700

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 240.14d-2(b))

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


<PAGE>

This Form 8-K and other reports filed by the Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2005, Innovative Card Technologies, Inc. ("InCard") and nCryptone
(formerly AudioSmartCard) jointly entered into a Letter of Intent ("LOI") with
VASCO Data Security ("VASCO"). Under the LOI, InCard, nCryptone and VASCO
(individually "Party", collectively "Parties") collectively formalized their
interest in cooperating on the development and the marketing of nCryptone/InCard
DisplayCards for a trial period from October 28, 2005 until January 31,
2006.During the trial period, InCard and nCryptone will deliver between 50 and
100 DisplayCard samples to VASCO that bear the VASCO logo, contain an OATH
application, and supply technology specifications in return for a non-refundable
one-time payment to nCryptone. The Parties will make their best efforts to agree
upon a long-term agreement that will include, but not be limited to,
development, sales, and marketing efforts of DisplayCard, major volume and
pricing contracts, and commercial co-operation based on a revenue sharing model.

InCard and nCryptone will guarantee VASCO a "best price policy" for a period
whereby Vasco will receive a specified better purchase conditions compared to
competitors. However, VASCO shall commit not to purchase a form factor similar
to the DisplayCard from another vendor other than InCard and nCryptone during
the "best price policy" period. If VASCO can find the same technology with same
specifications in the market for a minimum of a specified percentage less than
the cost proposed by InCard and nCryptone, then VASCO will be free to purchase
it and therefore, InCard and nCryptone will be discharged from all its "best
price policy" or commitments. The "best price policy" field includes a form
factor similar to a DisplayCard that also include any financial companion card
that is capable of mimicking and emulating an ISO compliant payment card
(credit, debit, or gift) as long as it is not endorsed by or carry the logo of
MasterCard, AMEX, JCP, Europay, Carte Blanche, Discover, and Diners.

Additionally, VASCO recognizes the agreement in place between InCard and
nCryptone and Visa. VASCO shall do nothing that would be a breach or that would
cause InCard and nCryptone a breach of the provisions of the agreement with
Visa. VASCO further understands the need for certain exceptions under the Visa
agreement where DisplayCards may be sold directly by InCard and nCryptone
outside the VASCO agreement. VASCO understands that InCard and nCryptone has
already initiated contacts with various clients in Asia, Europe, and USA. Thus
VASCO agrees not to sell InCard/nCryptone DisplayCard for credit, debit,
pre-paid, or gift and other powered cards issued by, but not limited to Visa,
MasterCard, AMEX, JCB, Europay, Carte Blanche, Discover, and Diners.

Furthermore, all intellectual property rights prior to the LOI shall remain the
sole and exclusive property of such Party. VASCO maintains full intellectual
property on its Digipass algorithm.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
-----------   -----------
Ex.10.1*      Letter of Intent by and between VASCO Data Security, nCryptone and
              Registrant, dated October 28, 2005.

*     A request for confidential treatment has been requested for portions of
      this agreement and has been submitted to the Commission. Omitted portions
      have been filed separately with the Commission.


<PAGE>

                                   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.

                                           Innovative Card Technologies, Inc.
                                           ----------------------------------
                                                    (Registrant)

Date   November 18, 2005

                                       By: /s/ Bennet P. Tchaikovsky
                                           --------------------------------
                                      Name Bennet P. Tchaikovsky
                                           --------------------------------
                                    Title: Chief Financial Officer
                                           --------------------------------


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------
Ex. 10.1*     Letter of Intent by and between VASCO Data Security, nCryptone and
              Registrant, dated October 28, 2005.

*     A request for confidential treatment has been requested for portions of
      this agreement and has been submitted to the Commission. Omitted portions
      have been filed separately with the Commission.
{"company-data": {"conformed-name": "INNOVATIVE CARD TECHNOLOGIES INC", "cik": "0001300578", "assigned-sic": "3670", "irs-number": "141861651", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51260", "film-number": "051214706"}, "business-address": {"street1": "11601 WILSHIRE BOULEVARD", "street2": "SUITE 2150", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "310-312-0700"}, "mail-address": {"street1": "11601 WILSHIRE BOULEVARD", "street2": "SUITE 2150", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}}
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) November 18, 2005 (October 28,
2005)

                       Innovative Card Technologies, Inc.

             (Exact name of registrant as specified in its charter)

      Delaware                    000-51260                  14-1861651
--------------------------------------------------------------------------------
  (State or other          (Commission File Number)        (IRS Employer
  jurisdiction of                                          Identification
   incorporation) No.)

 11601 Wilshire Boulevard, Suite 2160, Los Angeles CA          90025
--------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:(310) 312-0700

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 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
This Form 8-K and other reports filed by the Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant's management as well as
estimates and assumptions made by the Registrant's management. When used in the
Filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant's management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant's industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2005, Innovative Card Technologies, Inc. ("InCard") and nCryptone
(formerly AudioSmartCard) jointly entered into a Letter of Intent ("LOI") with
VASCO Data Security ("VASCO"). Under the LOI, InCard, nCryptone and VASCO
(individually "Party", collectively "Parties") collectively formalized their
interest in cooperating on the development and the marketing of nCryptone/InCard
DisplayCards for a trial period from October 28, 2005 until January 31,
2006.During the trial period, InCard and nCryptone will deliver between 50 and
100 DisplayCard samples to VASCO that bear the VASCO logo, contain an OATH
application, and supply technology specifications in return for a non-refundable
one-time payment to nCryptone. The Parties will make their best efforts to agree
upon a long-term agreement that will include, but not be limited to,
development, sales, and marketing efforts of DisplayCard, major volume and
pricing contracts, and commercial co-operation based on a revenue sharing model.

InCard and nCryptone will guarantee VASCO a "best price policy" for a period
whereby Vasco will receive a specified better purchase conditions compared to
competitors. However, VASCO shall commit not to purchase a form factor similar
to the DisplayCard from another vendor other than InCard and nCryptone during
the "best price policy" period. If VASCO can find the same technology with same
specifications in the market for a minimum of a specified percentage less than
the cost proposed by InCard and nCryptone, then VASCO will be free to purchase
it and therefore, InCard and nCryptone will be discharged from all its "best
price policy" or commitments. The "best price policy" field includes a form
factor similar to a DisplayCard that also include any financial companion card
that is capable of mimicking and emulating an ISO compliant payment card
(credit, debit, or gift) as long as it is not endorsed by or carry the logo of
MasterCard, AMEX, JCP, Europay, Carte Blanche, Discover, and Diners.

Additionally, VASCO recognizes the agreement in place between InCard and
nCryptone and Visa. VASCO shall do nothing that would be a breach or that would
cause InCard and nCryptone a breach of the provisions of the agreement with
Visa. VASCO further understands the need for certain exceptions under the Visa
agreement where DisplayCards may be sold directly by InCard and nCryptone
outside the VASCO agreement. VASCO understands that InCard and nCryptone has
already initiated contacts with various clients in Asia, Europe, and USA. Thus
VASCO agrees not to sell InCard/nCryptone DisplayCard for credit, debit,
pre-paid, or gift and other powered cards issued by, but not limited to Visa,
MasterCard, AMEX, JCB, Europay, Carte Blanche, Discover, and Diners.

Furthermore, all intellectual property rights prior to the LOI shall remain the
sole and exclusive property of such Party. VASCO maintains full intellectual
property on its Digipass algorithm.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
-----------   -----------
Ex.10.1*      Letter of Intent by and between VASCO Data Security, nCryptone and
              Registrant, dated October 28, 2005.

*     A request for confidential treatment has been requested for portions of
      this agreement and has been submitted to the Commission. Omitted portions
      have been filed separately with the Commission.
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.

                                           Innovative Card Technologies, Inc.
                                           ----------------------------------
                                                    (Registrant)

Date   November 18, 2005

                                       By: /s/ Bennet P. Tchaikovsky
                                           --------------------------------
                                      Name Bennet P. Tchaikovsky
                                           --------------------------------
                                    Title: Chief Financial Officer
                                           --------------------------------
EXHIBIT INDEX

Exhibit No.   Description
-----------   -----------
Ex. 10.1*     Letter of Intent by and between VASCO Data Security, nCryptone and
              Registrant, dated October 28, 2005.

*     A request for confidential treatment has been requested for portions of
      this agreement and has been submitted to the Commission. Omitted portions
      have been filed separately with the Commission.