UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2006

Commission File Number: 1-14842

e-SIM LTD.

(Translation of registrant’s name into English)

19 Hartum Street, Har Hotzvim, Jerusalem 91450, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þForm 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule

12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-___________.

The following are included in this report on Form 6-K:

Exhibit	Description	Sequential Page Number
1.	Purchase agreement dated September 28, 2006	89

On September 28, 2006, the registrant entered into an asset purchase agreement with SKY MobileMedia, Inc. and SKY MobileMedia (Israel) Ltd. (collectively, "SKY"), for the sale to SKY of substantially all of the registrant's assets, including its intellectual property, and certain liabilities related thereto. A copy of the foregoing agreement is attached hereto as Exhibit A.

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.

e-SIM LTD.

Date: October 4 , 2006

By:  /s/ Yaron Eldad

Name:  Yaron Eldad

Title:  Chief Financial Officer and Chief Operating Officer