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 16~~April, ~~2010~~19 2011 (~~November~~April 1015, ~~2010~~ 2011)

INNOVATIVE CARD TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		000-51260		90-0249676
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

633 West Fifth Avenue, Suite 2600 Los Angeles, California, 90071 (Address of principal executive offices, Zip Code) (213) 223-2142 (Registrant's telephone number, including area code)

Los Angeles, California, 90071

(Address of principal executive offices, Zip Code)

(213) 223-2142

(Registrant's telephone number, including area code)

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:

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))

CURRENT REPORT ON FORM 8-K

INNOVATIVE CARD TECHNOLOGIES, INC.

~~November 16~~April 19, ~~2010~~2011

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers.

~~Between November~~In 1,March ~~2010 and November 12, 2010, pursuant to the terms~~ of ~~the securities purchase agreement~~2011, Innovative Card Technologies, Inc., (the “Company”) ~~issued~~ ~~$225,000~~approached the holders of 6the Company’s 8% ~~Convertible~~ ~~Debentures~~secured debentures (“Debentures”) ~~and common~~regarding ~~stock~~a ~~purchase~~modification ~~warrants~~of totheir ~~purchase~~currently anheld ~~aggregate~~debentures. The ofDebentures 2mature on April 15,~~225~~ 2011. Presently,~~000~~ ~~shares~~the ~~of common~~Company ~~stock~~has ~~(“Warrants”)~~limited resources and does not have the ability to repay the Debentures. As a result of discussions, the following occurred:

~~Debentures~~1) Resignation of Richard Nathan. On April 15, 2011, Mr. Nathan resigned from his position as chief executive officer and chief financial officer. There was no disagreement between the Company and Mr. Nathan.

~~Each Debenture~~2) ~~has~~Appointment ~~(i)~~of aMaurice ~~maturity~~Spitz ~~date~~as ofCEO, ~~two~~CFO ~~years~~and ~~from~~Director. On April 15, 2011, the ~~date~~Company’s board of ~~issuance,~~directors (ii“Board”) ~~interest~~ ~~payable~~appointed ~~annually~~Maurice ~~beginning~~Spitz ~~one~~as ~~year~~chief ~~after~~executive ~~the~~officer, ~~effective~~chief ~~date~~financial ~~of the issuance~~officer, and ~~(iii)~~to serve on the ~~face~~Board ~~amount~~until the next annual meeting of ~~each~~the ~~debenture~~shareholders ~~will~~or ~~not~~until ~~exceed $50,000. The~~a ~~Debentures~~successor ~~are~~is ~~unsecured~~elected.

~~Warrants~~Maurice Spitz -- Mr. Spitz was Chairman and Acting CEO of Oxis International, Inc. from June 27, 2008 until March 26, 2009. He was also a Vice President of Oxis from March 26, 2009 to July 11, 2009. Mr. Spitz’s professional experience includes varied roles in investment banking, investor relations, executive search, equipment and car leasing and retail brokerage. At Spitz Principal Holdings/The Wall Street Organization (1999 to present) he acted to raise capital, advised on mergers and acquisitions and provided investor and public relations services, Prior to this while at Retirement Capital Centers (1998 to 1999), he advised on investments such as living trusts, annuities, and similar investment products related to personal financial and estate planning. Other experience includes stock trading and sales at Worldwide Asset Advisors (1992 to 1998) and recruiting and management of retail stock brokers at Osborne, Stern Brokerage (1987 to 1992). He has been also involved in personal care giving during 1999 to 2002. Mr. Spitz holds a B.A. degree in Economics and History from Queens College in New York and attended the New School of Social Research also in New York.

The Warrants (i) have a term of four years, (ii) are callable by the Company in the event certain conditions are met, (iii) provide for the issuance of a replacement warrant (“Replacement Warrant”) for every 2 original warrants exercisedMr. ~~The~~ ~~Replacement~~Spitz ~~Warrant~~ has anno ~~exercise~~family ~~price~~relationship ~~equal~~ to ~~the greater~~any ofmember ~~$0.25 or the closing price~~ of the ~~Company’s~~Board ~~stock~~or onany ~~the~~Officer ~~day that the original warrants are exercised. All other terms~~ of the ~~Replacement Warrants are substantially similar to the terms of the Warrants~~Company. The Warrants also have piggy back registration rights (Replacement Warrants do not have piggy back registration rights). All conditions of the Warrants and Replacement Warrants are subject to the conditions contained in the Warrants attached hereto as Exhibit 10.03.

~~The securities~~3) ~~offered~~Resignation inof the ~~financing~~Board ~~have~~of ~~not~~Directors. ~~been~~On ~~registered~~April ~~under the Securities Act of 1933~~15, ~~as amended~~2011, ~~and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements~~Messrs.’ ~~This~~Ramsdell, ~~current~~Nathan, ~~report~~Ogilvie, ~~shall not constitute an offer to sell or the solicitation of an offer to buy~~Tredennick, ~~nor~~Zelayeta ~~shall~~and ~~there~~Ward beresigned ~~any~~as ~~sale~~directors. ofThere ~~these~~was ~~securities in~~no ~~any~~disagreement ~~state~~between ~~in which such offer, solicitation or sale would be unlawful prior to~~ the ~~registration~~resigning ordirectors ~~qualification~~and ~~under~~ the ~~securities laws of any such state~~Company.

~~The foregoing~~As ~~summaries~~a ofresult ~~each~~ of the: ~~Debentures~~foregoing actions, ~~Securities~~Mr. ~~Purchase~~Spitz ~~Agreement and~~shall ~~Common~~be ~~Stock~~the ~~Purchase~~sole ~~Warrant~~director, ~~are~~the ~~qualified~~chief inexecutive ~~their~~officer, ~~entirety~~and ~~by reference to~~ the ~~full~~chief ~~text~~financial officer of ~~each~~the ~~such~~Company. Mr. ~~document,~~Spitz awas ~~copy~~recommended ofto the ~~form~~Company ofby ~~each~~the iscollateral ~~attached hereto~~agent asfor ~~Exhibits~~the ~~10.01,~~Debenture 10holders.~~02,~~ It ~~and~~is 10anticipated that Mr.03 ~~respectively,~~Spitz ~~and~~will ~~each~~commence a review of ~~which~~the ~~is incorporated~~Company’s ~~herein~~current inand ~~its~~future ~~entirety~~opportunities byand ~~reference~~formulate a business plan moving forward.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this current report on Form 8-K is incorporated herein by reference in its entirety.

Item 9.01 Financial Statement and Exhibits.

Exhibit Number		Description
10.1		Form of Debenture
10.2		Form of Securities Purchase Agreement
10.3		Form of Common Stock Purchase 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 thereunto duly authorized.

	INNOVATIVE CARD TECHNOLOGIES, INC.
Date: November 16, 2010	By:	/s/ Richard Nathan
Date: April 19, 2011	By:	/s/ Maurice Spitz
		Chief Executive Officer

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