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)    September 7, 2005 (September 7, 2005)
                                     -------------------------------------

                       Innovative Card Technologies, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                      000-51260               14-1861651
------------------------------- ---------------------------- -------------------
 (State or other jurisdiction     (Commission File Number)     (IRS Employer
      of incorporation)                                      Identification 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 September 7, 2005, Innovative Card Technologies, Inc. (the "Company") and the
holders of warrants to purchase an aggregate 2,400,000 shares of common stock
agreed to amend such warrants for the purpose of adding provisions that limit a
holder's right to exercise any portion of the warrant to the extent that such
holder, together with its respective affiliates, would beneficially own in
excess of 9.9% of the total number of shares outstanding of the Company's common
stock outstanding immediately after giving effect to such issuance; extend the
expiration dates for any period of time (the "Expiration Date Extensions")
during which (a) the holder would be deemed to hold more than 9.9% and (b) the
registration statement is no longer effective; and extend the term of the
warrants to seven (7) years, except that the warrants will expire 28 months from
the original issue date of May 5, 2004 as long as the common stock underlying
the Warrant Shares is covered by an effective registration statement during
those 28 months and no Expiration Date Extensions have been triggered during
those 28 months.

The holders of these warrants are as follows: Diana Derycz-Kessler (warrant to
purchase 375,000 shares), Paul Kessler (warrant to purchase 375,000 shares),
Steve Emerson (warrant to purchase 200,000 shares), Tyler Runnels (warrant to
purchase 50,000 shares), Elmsmere Group Ltd. (warrant to purchase 700,000
shares) and Freemount Trading Ltd. (warrant to purchase 700,000 shares). A copy
of the Amended and Restated Warrant is included as Exhibit 10.1 to this report
and incorporated herein by reference.

As of the date of this current report, Diana Derycz-Kessler and Paul Kessler are
stockholders of the Company. Paul Kessler is the natural person with voting and
investment control over shares held by Bristol Investment Fund Ltd., one of our
stockholders. In addition, Bristol Investment Fund, Ltd. loaned us $167,000 on
March 30, 2005 pursuant to the terms of a secured demand promissory note, of
which the entire amount is outstanding at this time. David Mun-Gavin, also one
of our stockholders, is the natural person with voting and investment control
over the warrants held by Freemount Trading Ltd. and Elmsmere Group Ltd. Other
than in respect of the transaction and the relationships described above, there
are no material relationships between the Company or its affiliates and the
warrant holders.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

         Exhibit No.       Description
         -----------       -----------
         Ex. 10.1 -         Amended and Restated Form of Common Stock Warrant


<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       September 7, 2005
           -----------------
                                     By:  /s/ Bennet Lientz, Jr.
                                          --------------------------------------
                                    Name  Bennet Lientz, Jr.
                                          --------------------------------------
                                  Title:  Chief Financial Officer
                                          --------------------------------------


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
Ex. 10.1 -        Amended and Restated Form of Common Stock Warrant
{"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": "051073345"}, "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)    September 7, 2005 (September 7, 2005)
                                     -------------------------------------

                       Innovative Card Technologies, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                      000-51260               14-1861651
------------------------------- ---------------------------- -------------------
 (State or other jurisdiction     (Commission File Number)     (IRS Employer
      of incorporation)                                      Identification 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 September 7, 2005, Innovative Card Technologies, Inc. (the "Company") and the
holders of warrants to purchase an aggregate 2,400,000 shares of common stock
agreed to amend such warrants for the purpose of adding provisions that limit a
holder's right to exercise any portion of the warrant to the extent that such
holder, together with its respective affiliates, would beneficially own in
excess of 9.9% of the total number of shares outstanding of the Company's common
stock outstanding immediately after giving effect to such issuance; extend the
expiration dates for any period of time (the "Expiration Date Extensions")
during which (a) the holder would be deemed to hold more than 9.9% and (b) the
registration statement is no longer effective; and extend the term of the
warrants to seven (7) years, except that the warrants will expire 28 months from
the original issue date of May 5, 2004 as long as the common stock underlying
the Warrant Shares is covered by an effective registration statement during
those 28 months and no Expiration Date Extensions have been triggered during
those 28 months.

The holders of these warrants are as follows: Diana Derycz-Kessler (warrant to
purchase 375,000 shares), Paul Kessler (warrant to purchase 375,000 shares),
Steve Emerson (warrant to purchase 200,000 shares), Tyler Runnels (warrant to
purchase 50,000 shares), Elmsmere Group Ltd. (warrant to purchase 700,000
shares) and Freemount Trading Ltd. (warrant to purchase 700,000 shares). A copy
of the Amended and Restated Warrant is included as Exhibit 10.1 to this report
and incorporated herein by reference.

As of the date of this current report, Diana Derycz-Kessler and Paul Kessler are
stockholders of the Company. Paul Kessler is the natural person with voting and
investment control over shares held by Bristol Investment Fund Ltd., one of our
stockholders. In addition, Bristol Investment Fund, Ltd. loaned us $167,000 on
March 30, 2005 pursuant to the terms of a secured demand promissory note, of
which the entire amount is outstanding at this time. David Mun-Gavin, also one
of our stockholders, is the natural person with voting and investment control
over the warrants held by Freemount Trading Ltd. and Elmsmere Group Ltd. Other
than in respect of the transaction and the relationships described above, there
are no material relationships between the Company or its affiliates and the
warrant holders.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

         Exhibit No.       Description
         -----------       -----------
         Ex. 10.1 -         Amended and Restated Form of Common Stock Warrant
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       September 7, 2005
           -----------------
                                     By:  /s/ Bennet Lientz, Jr.
                                          --------------------------------------
                                    Name  Bennet Lientz, Jr.
                                          --------------------------------------
                                  Title:  Chief Financial Officer
                                          --------------------------------------
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------
Ex. 10.1 -        Amended and Restated Form of Common Stock Warrant