SecProbe.io

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MAIL STOP 05-11

November 19, 2004

Mr. Alan Finkelstein
Chief Executive Officer
Innovative Card Technologies, Inc.
11601 Wilshire Boulevard, Suite 2160
Los Angeles, California 90025

      Re:	Innovative Card Technologies, Inc.
   Registration Statement on Form SB-2
   File No. 333-119814
      Filed October 19, 2004

Dear Mr. Finkelstein:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that the registration statement covers the resale of
all
the company`s outstanding common shares as well as shares
underlying
warrants and preferred stock and that a substantial amount of
these
securities are being offered by officers, directors, major
shareholders, promoters, or affiliates.  Generally, we view resale
transactions by related parties of this magnitude as an offering
"by
or on behalf of the issuer" for purposes of Rule 415(a)(4) of
Regulation C.  Under the rule, equity securities offered by or on
behalf of the registrant cannot be sold "at the market" price
unless
the offering satisfies the requirements set forth in the rule.
Your
offering does not appear to meet the requirements.  Please revise
your registration statement to price those shares offered by these
persons and disclose that these persons will conduct their
offering
at the fixed price for the duration of the offering.  The
prospectus
should also make clear the fact that these persons are deemed
underwriters in this offering.  Revise your prospectus
accordingly,
including your cover page, summary and plan of distribution
section.
2. Please provide the dealer prospectus delivery obligation on the
outside back cover page of the prospectus as set forth in Item
502(b)
of Regulation S-B.

Prospectus Cover Page
3. Please clarify that the non-affiliate selling shareholders will
offer their shares at a stated "fixed" price until they are quoted
on
the OTC BB and a market develops.
4. The cover page should be limited to one page and include only
the
information specified in Item 501(a) of Regulation S-B.  In an
effort
to satisfy this requirement, please relocate the penultimate
paragraph beginning with "You should rely only on..." to a more
appropriate location in the body of the prospectus and delete the
last paragraph describing the location of the table of contents.

Prospectus Summary, page 1
5. Provide the date and place of incorporation for both the
company
and its subsidiary.  Provide your subsidiary`s full name and
indicate
that it is wholly-owned.
6. Please provide more detailed summary financial information in
this
section and disclose that your auditors have expressed substantial
doubts as to your ability to continue as a going concern.
7. Under "The Offering" subheading, please clarify that the shares
of
preferred stock will be automatically converted to common shares
upon
the effectives of this registration statement.  In addition,
indicate
the date on which the offering will terminate both here and in the
Plan of Distribution section.
8. Indicate the company`s website address.
9. Advise supplementally whether or not the private placement has
been completed and when.

Risk Factors, page 3
10. Please disclose in the heading to risk factor 2 the fact that
your auditors have expressed substantial doubt as to your ability
to
continue as a going concern.
11. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Some of
your risk factors appear generic and could apply to any company
within your industry as well as other industries.  We note, in
particular, risk factors 5, 6, 9, 12, 13, 16, 17 and 18.   Please
delete them.
12. Risk factors 7 and 8 appear duplicative.

Special Note Regarding Forward-Looking Statements, page 10
13. Please delete the word "will" from your list of forward
looking
statements.

Use of Proceeds, page 11
14. Please reconcile the amount you will receive from the exercise
of
warrants in this section ($2.4 million) with the amount disclosed
in
the Plan of Distribution section on page 17 ($2,288,400).

Selling Stockholders, page 12
15. It appears Michael Paradise had a relationship with the
company
during the last 3 years as evidenced by his ownership interest in
one
of your predecessor entities.  Please advise whether Item 507 of
Regulation S-B requires that this relationship be disclosed.
16. For purposes of determining beneficial ownership, please
identify
the control person(s) for each selling shareholder if it involves
a
related party.
17. Reference is made to footnote 7.  Given that Mr. Kessler has
voting and investment control over the securities held by Bristol
Capital Advisors, we do not understand Mr. Kessler`s disclaimer of
beneficial ownership.  Please provide the basis for this
disclaimer.
See also footnote 4 on page 22.

Plan of Distribution, page 17
18. Clarify that affiliates of the company will offer their shares
at
the stated fixed price for the duration of the offering and other
persons will offer at their stated fixed price until the
securities
are quoted on the Bulletin Board, or other recognized exchange.
19. Regarding the reference to "their successors, ...transferees,
pledgees, or donees or their successors-in-interest," please note
that all persons using this prospectus must be named as selling
shareholders and all disclosure pursuant to Item 507 of Regulation
S-
B must be included in the prospectus.  This may be accomplished in
an
effective registration statement by means of a prospectus
supplement
filed pursuant to Rule 424(b) of Regulation C.
Management, page 18
20. Under "Business Experience," please identify all companies
that
are public reporting companies.  See Item 401(a)(5) of Regulation
S-
B.

Security Ownership of Certain Beneficial Owners and Management,
page
21
21. The table of beneficial ownership should reflect amounts owned
as
of the most recent practicable date.  See Item 403 of Regulation
S-B.
The information provided is as of October 11, 2004.  Given that
shares were issued on October 18, 2004, please update this
disclosure.
22. Please identify the control person(s) for all non-natural
shareholders.  It is the beneficial owners of the registrant`s
shares
that Item 403 requires.
23. The total voting control of each person is not clear from the
disclosure in this section.  Please add disclosure indicating the
total for each person, including their common and preferred
holdings,
assuming conversion.

Description of Securities, page 23
24. Please disclose that the company is authorized to issue 3.1
million shares of series A preferred.  In addition, disclose the
conversion terms of the series A preferred and explain how the
conversion price is calculated.
Description of Business, page 25
History and Development of the Company
25. We note that the company changed its name on June 25, 2004.
Please file the amendment to the your articles reflecting this
name
change.
26. For each predecessor and subsidiary discussed, identify the
promoter(s) and/or control person(s).
Visa International
27. Please file the agreement with VISA as an exhibit.  We note
that
VISA has agreed to "facilitate" presentations during the first 6
months.  Briefly explain what is meant by "facilitate" and discuss
whether you will become responsible for these presentations at the
end of the 6-month period.  If this represents a material cost to
the
company, please discuss.
The LensCard Product
28. We note that 8% of existing cardholders who were solicited by
mail requested a LensCard.  Please disclose the number of persons
solicited.
29. You state that your research shows your LensCard product
significantly reduced attrition rates.  Please substantiate this
statement and explain the type of research employed.
Research and Development
30. We note that you have purchased materials and components for
your
products from a number of technology companies.  Please provide
the
names of these suppliers.  See Item 101(b)(5) of Regulation S-B.

Management Discussion and Analysis, page 29

   Overview
31. Please name the "predecessor entities."
32. We are unclear how you intend to generate revenue.  In this
regard, we note reference to various revenue sharing arrangements,
licensing agreements and royalty payment agreements.  Discuss your
revenue model and elaborate on all such arrangements that you
intend
to employ in furtherance of your revenue model.
33. In connection with the above comment, please discuss the
various
revenue sharing arrangements, licensing agreements and royalty
payment agreements currently in effect and the impact these will
have
on your results of operations.
34. With respect to your power inlay technology products, please
revise to disclose the following:
* the current status of development,
* the nature and timing of the remaining efforts for completion,
* the anticipated completion dates,
* the dates that you expect to begin benefiting from the products,
* the projected costs to complete the products,
* the risks and uncertainties associated with completing
development
within a reasonable period of time, and
* the risks involved if the products are not completed on a timely
basis.

In subsequent filings, update the disclosure to discuss the
current
status of the project and the effect of any delays.
35. We note a subscription receivable in the amount of $445,000 on
the balance sheet as of June 30, 2004.  Supplementally advise what
this is and how it may impact the claimed exemptions.
36. We note reference to your capital requirements for the next 12
months.  Please quantify what your capital requirements for this
period will be and allocate the same.

Results of Operations: Six Months Ended June 30, 2003 and 2004
37. Please provide the reason why you received fewer royalties
from
your LensCard product in the six months ended June 30, 2004.
38. We note that you expect your "consulting expenses" to increase
in
absolute dollars.  Please explain what these are, to whom they are
paid and by how much you expect them to increase.
Liquidity and Capital Resources
39. In addition to disclosing that your operations have been
funded
to date through bank loans, please also disclose that they have
been
funded through the sale of your securities.
40. Reference is made to the Securities Purchase Agreement with
Bristol Capital, LLC.  Please file the waiver of the closing
contingency as a material exhibit.
41. Reference is made to your various "lines of credit."  For each
line of credit, disclose the amount available as of the most
recent
practicable date as well as the amounts drawn to date.
42. We note your discussion regarding the loan for $246,128 and
the
three lines of credit agreements.  Revise to clarify whether the
three $150,000 lines of credit were also entered into on May 24,
2004, and the status of the notes payable entered into on April
22,
2003, July 16, 2003 and September 24, 2003.  Update this
discussion
to address the remaining loans outstanding discussed in note 5,
their
relevant repayment terms, and how the company intends to repay
these
loans, which are all current as of June 30, 2004.
43. On page 32, you appear to use the term "line of credit" to
refer
to the three $150,000 notes payable.  The statement of cash flows
refers to all of the company`s debt agreements as "lines of
credit."
However the debt agreements are referred to as "notes payable" on
the
balance sheet, Note 5 and elsewhere.  Revise to consistently refer
to
each agreement as a note payable or line of credit, as
appropriate.
If the company has one or more lines of credit, revise to disclose
whether any available borrowing capacity exists as of June 30,
2004.

      Six months ended June 30, 2004 and six months ended June 30,
2003
44. Please revise to disclose that $1,825,000 of preferred stock
was
sold, but the cash was not yet collected for $445,000 resulting in
net proceeds as of June 30, 2004 of $1,380,000.
45. In Note 5 to the financial statements, we note the reduction
of
loans in the amount of $448,520 and $200,000 during the six months
ended June 30, 2004.  Please update to disclose how these loan
reductions coupled with the new loan of $246,128 affected net cash
provided by financing.
46. Disclose in the last paragraph the estimated offering expenses
you expect to pay on behalf of shareholders.

Certain Relationships and Related Transactions, page 33
47. We are unable to locate footnote 7 or 8 from the table on page
34.
48. Please disclose the nature and amount of the account payable
owed
to Forest Finkelstein.
49. Reference is made to Note 8 in the financial statements where
you
discuss various consulting agreements with related parties.
Please
identify these parties, the nature of the services provided and
the
amounts rendered.
50. Please identify your promoters and provide the information
required under Item 404(d) of Regulation S-B.

Market for Common Equity and Related Stockholder Matters, page 35
51. Reference is made to the restricted offering engaged in with
Bristol Capital, LLC.  Please identify the designees to whom
warrants
and stock were issued.
52. We note that Bristol Capital helped arrange financing from
April
7, 2004 to October 18, 2004.  Supplementally advise whether these
services constitute broker-dealer activity.

Financial Statements

Development Stage Company
53. You state the issuer is a development stage company in the
prospectus summary, MD&A, footnotes to the financial statements
and
elsewhere in the filing.  As such, revise to provide the financial
statements and additional information required by paragraph 11 of
SFAS 7.  Please note that auditor association with the cumulative
data is required as long as the issuer is in the development
stage.

Statements of Operations
54. Disclose the nature and amount of the major components of
general
and administrative expenses in a note or state them separately on
the
statement of operations for the periods presented.  Revise MD&A to
discuss material changes in the components of general and
administrative expenses.

Subscription Receivable
55. On the balance sheet, please reclassify the subscription
receivable from current assets to the shareholders` deficit
section,
as a reduction of capital or provide us with the basis in
accounting
literature to support your current presentation.  Also, revise the
statement of cash flows to elucidate the relationship between
"proceeds from series A preferred stock offering" and
"subscription
receivable".

Note 1 - Organization
56. In Item 26, you disclose the company issued 5,500,000 shares
of
common stock "at a fair market value of $1.00 per share" in
exchange
for royalty rights.  However, the statement of shareholders`
deficit
reports this transaction occurring with a debit to additional
paid-in
capital of $5,500, offsetting the par value of the common stock.
Furthermore, it appears the transaction should be recorded at the
transferors` historical cost basis.  See SAB Topic 5G.  Revise the
financial statements as necessary, supplementally explain the
company`s tr