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 6, 2005 (August 31, 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 August 31, 2005, Bradley Ross, a significant stockholder in Innovative Card
Technologies, Inc. (the "Company"), loaned us $150,000 and Rodger Bemel, another
stockholder in our Company, loaned us $50,000 for a combined total of $200,000
at an interest rate of eight percent (8%) per annum in the form of secured
demand promissory notes. The secured demand promissory notes create security
interests in the Company's assets, excluding assets subject to liens, leases,
encumbrances, defenses or other claims. The secured demand promissory notes are
payable without notice by the demand of Bradley Ross or Rodger Bemel. There is
no further borrowing capacity under both of the secured demand promissory notes
and the Company plans to repay the secured demand promissory notes if the
Company is able to obtain additional funding. If a demand for payment is made by
Bradley Ross or Rodger Bemel and we have no funds available to make payment, our
unencumbered operating and non-operating assets may be subject to foreclosure
subject to the terms of the secured demand promissory notes and we may become
insolvent. The foregoing description is a summary and is qualified in its
entirety by reference to the documents contained in Exhibits 10.25 through
10.28, each of which is incorporated herein by reference.

Bemel & Ross subleases its office space to the Company under a non-cancelable
operating lease agreement. Bradley Ross, who currently owns more than five
percent (5%) of our outstanding voting securities, and Rodger Bemel, a
stockholder, are both partners in Bemel & Ross. The lease requires minimum
monthly payments of $2,568, expired in May 2005, and requires the Company to pay
15.03% of any additional rents and/or charges of any kind due from Bemel & Ross.
After expiration, the lease becomes a month to month tenancy cancelable by
either party with thirty days notice. The additional rents and/or charges that
may be due consist of direct costs passed through the master landlord to Bemel &
Ross. The direct costs are based on operating costs during the calendar year
ending December 31, 2003, or the base year. Thereafter, if the direct costs in a
subsequent year exceed the direct costs in the base year, the master landlord
bills Bemel & Ross its proportionate share of the excess of direct costs, which
may include tax costs related to real estate and/or costs and expenses incurred
by the master landlord in connection with common areas of the building, the
parking structure or the cost of operating the building. Through June 30, 2005,
Bemel & Ross has charged the Company for additional rents and/or charges in the
amount of $4,117. Future minimum lease payments under this operating lease
agreement at June 30, 2005 are $0. Other than in respect of this transaction and
the relationships with Bradley Ross and Rodger Bemel described above, there are
no material relationships between the Company, Bradley Ross, Rodger Bemel or
their respective affiliates.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

      Exhibit No.      Description
      -----------      -----------

      Ex. 10.25 - Secured Demand Promissory Note between Company and Bradley
                  Ross dated August 31, 2005

      Ex. 10.26 - Secured Demand Promissory Note between Company and Rodger
                  Bemel dated August 31, 2005

      Ex. 10.27 - Security Agreement between Company and Bradley Ross dated
                  August 31, 2005. (See Exhibit 10.25)

      Ex. 10.28 - Security Agreement between Company and Rodger Bemel dated
                  August 31, 2005. (See Exhibit 10.26)


<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 6, 2005
           -----------------
                                    By:  /s/ Bennet Lientz, Jr.
                                         ---------------------------------------
                                   Name  Bennet Lientz, Jr.
                                         ---------------------------------------
                                 Title:  Chief Financial Officer
                                         ---------------------------------------


<PAGE>

                                  EXHIBIT INDEX

      Exhibit No.          Description
      -----------          -----------

      Ex. 10.25 - Secured Demand Promissory Note between Company and Bradley
                  Ross dated August 31, 2005

      Ex. 10.26 - Secured Demand Promissory Note between Company and Rodger
                  Bemel dated August 31, 2005

      Ex. 10.27 - Security Agreement between Company and Bradley Ross dated
                  August 31, 2005. (See Exhibit 10.25)

      Ex. 10.28 - Security Agreement between Company and Rodger Bemel dated
                  August 31, 2005. (See Exhibit 10.26)
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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

Date of Report
(Date of earliest event reported)    September 6, 2005 (August 31, 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 August 31, 2005, Bradley Ross, a significant stockholder in Innovative Card
Technologies, Inc. (the "Company"), loaned us $150,000 and Rodger Bemel, another
stockholder in our Company, loaned us $50,000 for a combined total of $200,000
at an interest rate of eight percent (8%) per annum in the form of secured
demand promissory notes. The secured demand promissory notes create security
interests in the Company's assets, excluding assets subject to liens, leases,
encumbrances, defenses or other claims. The secured demand promissory notes are
payable without notice by the demand of Bradley Ross or Rodger Bemel. There is
no further borrowing capacity under both of the secured demand promissory notes
and the Company plans to repay the secured demand promissory notes if the
Company is able to obtain additional funding. If a demand for payment is made by
Bradley Ross or Rodger Bemel and we have no funds available to make payment, our
unencumbered operating and non-operating assets may be subject to foreclosure
subject to the terms of the secured demand promissory notes and we may become
insolvent. The foregoing description is a summary and is qualified in its
entirety by reference to the documents contained in Exhibits 10.25 through
10.28, each of which is incorporated herein by reference.

Bemel & Ross subleases its office space to the Company under a non-cancelable
operating lease agreement. Bradley Ross, who currently owns more than five
percent (5%) of our outstanding voting securities, and Rodger Bemel, a
stockholder, are both partners in Bemel & Ross. The lease requires minimum
monthly payments of $2,568, expired in May 2005, and requires the Company to pay
15.03% of any additional rents and/or charges of any kind due from Bemel & Ross.
After expiration, the lease becomes a month to month tenancy cancelable by
either party with thirty days notice. The additional rents and/or charges that
may be due consist of direct costs passed through the master landlord to Bemel &
Ross. The direct costs are based on operating costs during the calendar year
ending December 31, 2003, or the base year. Thereafter, if the direct costs in a
subsequent year exceed the direct costs in the base year, the master landlord
bills Bemel & Ross its proportionate share of the excess of direct costs, which
may include tax costs related to real estate and/or costs and expenses incurred
by the master landlord in connection with common areas of the building, the
parking structure or the cost of operating the building. Through June 30, 2005,
Bemel & Ross has charged the Company for additional rents and/or charges in the
amount of $4,117. Future minimum lease payments under this operating lease
agreement at June 30, 2005 are $0. Other than in respect of this transaction and
the relationships with Bradley Ross and Rodger Bemel described above, there are
no material relationships between the Company, Bradley Ross, Rodger Bemel or
their respective affiliates.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

      Exhibit No.      Description
      -----------      -----------

      Ex. 10.25 - Secured Demand Promissory Note between Company and Bradley
                  Ross dated August 31, 2005

      Ex. 10.26 - Secured Demand Promissory Note between Company and Rodger
                  Bemel dated August 31, 2005

      Ex. 10.27 - Security Agreement between Company and Bradley Ross dated
                  August 31, 2005. (See Exhibit 10.25)

      Ex. 10.28 - Security Agreement between Company and Rodger Bemel dated
                  August 31, 2005. (See Exhibit 10.26)
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 6, 2005
           -----------------
                                    By:  /s/ Bennet Lientz, Jr.
                                         ---------------------------------------
                                   Name  Bennet Lientz, Jr.
                                         ---------------------------------------
                                 Title:  Chief Financial Officer
                                         ---------------------------------------
EXHIBIT INDEX

      Exhibit No.          Description
      -----------          -----------

      Ex. 10.25 - Secured Demand Promissory Note between Company and Bradley
                  Ross dated August 31, 2005

      Ex. 10.26 - Secured Demand Promissory Note between Company and Rodger
                  Bemel dated August 31, 2005

      Ex. 10.27 - Security Agreement between Company and Bradley Ross dated
                  August 31, 2005. (See Exhibit 10.25)

      Ex. 10.28 - Security Agreement between Company and Rodger Bemel dated
                  August 31, 2005. (See Exhibit 10.26)