SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KESSLER PAUL (Last) (First) (Middle) 10990 WILSHIRE BLVD., SUITE 1410 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INNOVATIVE CARD TECHNOLOGIES INC [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/05/2005		C		525,000	A	(1)	525,000	D(2)
Common Stock								250,000	D(3)
Common Stock								250,000	D(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	05/05/2005		C			525,000	(1)	(1)	Common Stock	525,000	(1)	0	D(2)

1. Name and Address of Reporting Person* KESSLER PAUL (Last) (First) (Middle) 10990 WILSHIRE BLVD., SUITE 1410 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KESSLER DIANA DERYCZ (Last) (First) (Middle) 10990 WILSHIRE BLVD., SUITE 1410 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member

1. Name and Address of Reporting Person* BRISTOL INVESTMENT FUND LTD (Last) (First) (Middle) 10990 WILSHIRE BLVD., SUITE 1410 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member

Explanation of Responses:

1. Each share of Series A Preferred Stock converted into one share of Common Stock upon the effectiveness of the Issuer's registration statement on Form SB-2.

2. These securities are directly held by Bristol Investment Fund, Ltd. Bristol Capital Advisors LLC is the investment manager of Bristol Investment Fund, Ltd. Paul Kessler is the manager of Bristol Capital Advisors LLC and director of Bristol Investment Fund, Ltd. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. These securities are directly held by Paul Kessler, who is a member of a "group" with Diana Derycz-Kessler, his wife, and Bristol Investment Fund, Ltd. for purposes of Section 13(d) of the Exchange Act.

4. These securities are directly held by Diana Derycz-Kessler.

	/s/ Paul Kessler	05/06/2005
	/s/ Paul Kessler, as Attorney-in-fact for Diana Derycz-Kessler	05/06/2005
	/s/ Paul Kessler, as Attorney-in-fact for Bristol Investment Fund, Ltd.	05/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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