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)    October 10, 2005
                                                   (October 10, 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 July 25, 2005, Innovative Card Technologies, Inc. (the "Company" or "InCard")
entered into a Joint Development Agreement with nCryptone (formerly
AudioSmartCard) (the "Joint Development Agreement" or "Agreement"). Under the
Joint Development Agreement, both parties agree to:

      o     Establish a mutually acceptable schedule and budget for development
            and pre-production engineering of the SoundCard and the DisplayCard
            within 30 days after execution of the Agreement.

      o     Equally share development costs for the SoundCard and DisplayCard
            and share fixed profit-sharing percentage for sales of LightCard,
            SoundCard, and DisplayCard for Visa Banking Cards, Non-Visa Banking
            Cards, and Non-Banking Cards. InCard shall also receive a mutually
            agreed upon commission percentage of nCryptone server products and
            services for customers introduced by InCard.

Additionally, InCard has exclusive right to manufacture and sell power inlays,
or cores, that consist of proprietary electronic components for LightCard,
SoundCard, and DisplayCard. If a third vendor produces cores at a significantly
lower cost, InCard shall still receive a portion of gross profits and the
remainder shall be shared by both parties in equal amounts of the remainder of
the gross profit. If InCard reaches maximum production capacity and unable to
fill to fill orders, the remaining cores can be produced by a third vendor and
both parties shall equally share the entire amount of gross profits as net
profits.

Furthermore, all intellectual property rights prior to Joint Development shall
remain the sole and exclusive property of such party. All new intellectual
property rights relating to physical design and construction of the cards shall
be the sole and exclusive property of InCard. All new intellectual property
rights relating to patents and outside or physical design and construction of
the cards shall be equally shared by both parties. The term of the Agreement is
10 years, unless terminated earlier pursuant to the terms of the Agreement.


<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       October 10, 2005
           ----------------
                                              By: /s/ Bennet Lientz, Jr.
                                                  ------------------------------
                                            Name Bennet Lientz, Jr.
                                                 -------------------------------
                                          Title: Chief Financial 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

Date of Report (Date of earliest event reported)    October 10, 2005
                                                   (October 10, 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 July 25, 2005, Innovative Card Technologies, Inc. (the "Company" or "InCard")
entered into a Joint Development Agreement with nCryptone (formerly
AudioSmartCard) (the "Joint Development Agreement" or "Agreement"). Under the
Joint Development Agreement, both parties agree to:

      o     Establish a mutually acceptable schedule and budget for development
            and pre-production engineering of the SoundCard and the DisplayCard
            within 30 days after execution of the Agreement.

      o     Equally share development costs for the SoundCard and DisplayCard
            and share fixed profit-sharing percentage for sales of LightCard,
            SoundCard, and DisplayCard for Visa Banking Cards, Non-Visa Banking
            Cards, and Non-Banking Cards. InCard shall also receive a mutually
            agreed upon commission percentage of nCryptone server products and
            services for customers introduced by InCard.

Additionally, InCard has exclusive right to manufacture and sell power inlays,
or cores, that consist of proprietary electronic components for LightCard,
SoundCard, and DisplayCard. If a third vendor produces cores at a significantly
lower cost, InCard shall still receive a portion of gross profits and the
remainder shall be shared by both parties in equal amounts of the remainder of
the gross profit. If InCard reaches maximum production capacity and unable to
fill to fill orders, the remaining cores can be produced by a third vendor and
both parties shall equally share the entire amount of gross profits as net
profits.

Furthermore, all intellectual property rights prior to Joint Development shall
remain the sole and exclusive property of such party. All new intellectual
property rights relating to physical design and construction of the cards shall
be the sole and exclusive property of InCard. All new intellectual property
rights relating to patents and outside or physical design and construction of
the cards shall be equally shared by both parties. The term of the Agreement is
10 years, unless terminated earlier pursuant to the terms of the Agreement.
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       October 10, 2005
           ----------------
                                              By: /s/ Bennet Lientz, Jr.
                                                  ------------------------------
                                            Name Bennet Lientz, Jr.
                                                 -------------------------------
                                          Title: Chief Financial Officer
                                                 -------------------------------