6-K 1 zk41197.txt 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 December, 2004 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 [X] Form 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 [X] 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:

Sequential Exhibit Description Page Number ------- ----------- ----------- 1. Press release, dated ~~September~~December 815, 2004. 3 ~~2. Press release, dated September 21, 2004 5~~

2 MEDIA CONTACT: INVESTOR CONTACT: Yardena Cogan Yaron Eldad e-SIM Ltd. e-SIM Ltd. +1-888-742-9364 +972-2-587-0770 ycogan@e-sim.co.il yaron@e-sim.co.il e-SIM LTD. REPORTS THIRD QUARTER EARNINGS JERUSALEM, Israel, December 15, 2004 -- e-SIM Ltd. (OTCBB: ESIM.OB), a leading provider of MMI (Man-Machine Interface) Solutions for wireless devices, today announced its financial results for the third quarter, ended October 31, 2004. Revenues for the third quarter of 2004 were $1,319,125, compared to $1,241,099 for the previous quarter, representing an increase of 6%. The quarter's revenues also represent an increase of 41% compared to the revenues for Q3 2003, which were $933,659. Gross profit for the current quarter was $749,375 as compared to $643,206 for the previous quarter, showing an increase of 17%; gross profit was increased by 98% compared to the gross profits for Q3 2003, which was $378,224. Total operating expenses for the recent quarter were $1,269,328, a decrease of 4% from the previous quarter's figure of $1,326,452 and 12% more than the $1,135,278 in the comparable quarter in 2003. Net loss for the current quarter was $554,534 or $0.02 per share, compared with a net loss of $797,944 or $0.04 per share in the second quarter of 2004, a decrease of 31%. This quarter's net loss also showed a decrease of 36% when compared to the net loss of $860,413 or $0.07 per share in Q3 2003. The company's backlog of orders is strong at $2.3 million. Marc Belzberg, the chairman and CEO of e-SIM Ltd. commented, "We are pleased with this quarters improved results. During 2004, the number of manufacturers and platform vendors incorporating e-SIM's MMI Solution into their handsets has grown substantially. We recently completed serious negotiations with another important wireless platform manufacturer, and are accelerating our momentum as the leading MMI solution provider to the mobile handset market. As we move ahead, our strategy for building a strong foundation for future, ongoing royalty revenue streams will continue." ABOUT e-SIM Founded in 1990, e-SIM Ltd. (http://www.e-sim.com/) is a major provider of MMI (Man-Machine Interface) solutions for wireless and other electronic products. A wide range of platform vendors and wireless handset manufacturers use e-SIM's MMI solutions including, Texas Instruments, FreeScale (formerly Motorola SPS), NEC, Kyocera, BenQ, Sasken, and others. e-SIM's advanced MMI solution technology is built into millions of handsets on the market today. 3 CERTAIN MATTERS DISCUSSED IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO, SIGNIFICANT FLUCTUATIONS AND UNPREDICTABILITY OF OPERATING RESULTS, RISKS IN PRODUCT AND TECHNOLOGY DEVELOPMENT AND RAPID TECHNOLOGICAL CHANGE, DEPENDENCE ON A SINGLE PRODUCT LINE, EXTENT OF DEMAND FOR THE COMPANY'S PRODUCT, IMPACT OF COMPETITIVE PRODUCTS AND PRICING, MARKET ACCEPTANCE, LENGTHY SALES CYCLE, CHANGING ECONOMIC CONDITIONS, RISKS OF JOINT DEVELOPMENT PROJECTS, DEPENDENCE ON KEY PERSONNEL, DIFFICULTIES IN MANAGING GROWTH, RISKS RELATING TO SALES AND DISTRIBUTION, RISKS ASSOCIATED WITH INTERNATIONAL SALES, RISKS OF PRODUCT DEFECTS, DEPENDENCE ON COMPANY PROPRIETARY TECHNOLOGY. FOR A MORE DETAILED DISCUSSION OF THESE AND OTHER RISK FACTORS, SEE THE COMPANY'S FORM 20-F AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. 4 e-SIM LTD. CONSOLIDATED BALANCE SHEETS IN U.S. DOLLARS

5 e-SIM LTD. CONSOLIDATED STATEMENT OF OPERATIONS IN U.S. DOLLARS

*) Reclassified 6 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: December 20, 2004 By /S/ YARON ELDAD ------------------ Name: Yaron Eldad Title: Chief Financial Officer and Chief Operating Officer 7

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