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
                                                       (July 25, 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 mutually exclusive agreement with SmartDisplayer Technology Co.,
a Taiwanese company ("SD") that manufactures Electronic Paper Modules (EPM) (the
"Agreement").

Under the terms of the Agreement, both parties agree to:

Mutual Exclusivity: SD commits that InCard is the only party it will sell EPM
for use in the Exclusive Field based on minimums purchase quantities by InCard.
InCard commits that SD is the exclusive supplier of displays for Powered Cards
in the Exclusive Field as long as another supplier's product is the same as or
better quality and cost less than SD's for a display with the same size and same
number of digits. Exclusive Field is understood to mean powered payment (credit,
debit, and gift) cards and other powered cards issued for authentication,
validation, or identification purposes that are issued under the auspices of or
endorsed by Visa, MasterCard, JCB, American Express, Europay, Carte Blanche, and
Diners Club.

SD commits to meeting minimum monthly and annually production capabilities for
the following 36 months and going forward and InCard commits to placing monthly
non-refundable purchase orders. InCard will place 20% down payment within 7 days
after purchase order is confirmed and the remainder to be paid within 7 days
after InCard's inspection in SD's factory and before shipping subject to SD's
invoice.

The term of contract is for three (3) years and can be renewed upon mutual
written agreements of the parties. InCard has right to terminate agreement if
the Commitment Date is not observed by September 30, 2005. Either party may
immediately terminate Agreement at any time for cause in the event of any
incurable material breach of this Agreement by the other party or in the event
the other party files (or has filed or has filed against it) any bankruptcy,
insolvency, or receivership proceeding. If material breach can be cured, other
party must cure within 90 days. If material breach is not cured within 90 days
of written notice, Agreement shall terminate as set forth in the written notice
of material breach. If not cured within 30 days of the written notice, the
Agreement shall terminate.

<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
                                                       (July 25, 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 mutually exclusive agreement with SmartDisplayer Technology Co.,
a Taiwanese company ("SD") that manufactures Electronic Paper Modules (EPM) (the
"Agreement").

Under the terms of the Agreement, both parties agree to:

Mutual Exclusivity: SD commits that InCard is the only party it will sell EPM
for use in the Exclusive Field based on minimums purchase quantities by InCard.
InCard commits that SD is the exclusive supplier of displays for Powered Cards
in the Exclusive Field as long as another supplier's product is the same as or
better quality and cost less than SD's for a display with the same size and same
number of digits. Exclusive Field is understood to mean powered payment (credit,
debit, and gift) cards and other powered cards issued for authentication,
validation, or identification purposes that are issued under the auspices of or
endorsed by Visa, MasterCard, JCB, American Express, Europay, Carte Blanche, and
Diners Club.

SD commits to meeting minimum monthly and annually production capabilities for
the following 36 months and going forward and InCard commits to placing monthly
non-refundable purchase orders. InCard will place 20% down payment within 7 days
after purchase order is confirmed and the remainder to be paid within 7 days
after InCard's inspection in SD's factory and before shipping subject to SD's
invoice.

The term of contract is for three (3) years and can be renewed upon mutual
written agreements of the parties. InCard has right to terminate agreement if
the Commitment Date is not observed by September 30, 2005. Either party may
immediately terminate Agreement at any time for cause in the event of any
incurable material breach of this Agreement by the other party or in the event
the other party files (or has filed or has filed against it) any bankruptcy,
insolvency, or receivership proceeding. If material breach can be cured, other
party must cure within 90 days. If material breach is not cured within 90 days
of written notice, Agreement shall terminate as set forth in the written notice
of material breach. If not cured within 30 days of the written notice, the
Agreement shall terminate.
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
                                              ----------------------------------