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

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~June of9, ~~1934~~2006

~~Date~~724 ofSolutions ~~Report~~Inc. (~~Date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported): October~~Specified 4,in ~~2005~~Charter)

724 Solutions Inc. (Exact name of registrant as specified in charter)

Canada	000-31146	Inapplicable

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer ID Number)

Canada		000-31146		Inapplicable
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1221 State Street, Suite 200, Santa Barbara, CA 93101

(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 884-8308

~~1221~~ Check ~~State~~the ~~Street,~~appropriate ~~Suite~~box ~~200~~below ~~Santa~~if ~~Barbara,~~the CAForm ~~93101~~8-K ~~(Address~~filing ofis ~~principal~~intended ~~executive~~to ~~offices)~~simultaneously ~~(805)~~satisfy ~~884-8308~~the ~~(Registrant’s~~filing ~~telephone~~obligation ~~no.,~~of ~~including~~the ~~area~~registrant ~~code)~~under any of the following provisions.

~~Item 1~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ~~Termination~~o ofPre-commencement acommunications ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~September 30, 2005, 724 Solutions Inc~~8. (the “Company”) received notice from Hewlett-Packard Company (“Hewlett-Packard”) that Hewlett-Packard will terminate the subcontract agreement titled Subcontract Between Hewlett-Packard Company and 724 Solutions Corp01. ~~for the Next Generation Gateway Project Agreement (the “Agreement”) dated January 17, 2002.~~ ~~The~~Other ~~termination will become effective on October 31, 2005~~Events. ~~A copy of the Company’s press release is attached hereto as Exhibit 99.1.~~

InOn ~~January~~June ~~2002~~9, ~~the~~2006, ~~Company~~724 ~~entered~~Solutions ~~into~~Inc. (the ~~Agreement~~“Company”) ~~with~~announced ~~Hewlett-Packard~~that inthe ~~connection~~Toronto ~~with~~Stock aExchange ~~wireless~~(“TSX”) ~~gateway~~has ~~project~~granted atthe ~~Sprint PCS, Hewlett-Packard~~Company’s ~~customer.~~request ~~Under~~for ~~the~~an ~~Agreement,~~extension ~~the Company licensed its X-treme Mobility Gateway product~~ to ~~Hewlett-Packard~~allow ~~for re-licensing~~ the ~~software to Sprint PCS. The~~ Company ~~also agreed, as subcontractor for Hewlett-Packard,~~ to ~~develop~~hold ~~custom~~its ~~software~~annual ~~for Sprint PCS~~ and tospecial ~~perform~~meeting ~~related~~on ~~services~~or inbefore ~~connection~~August ~~with the software. These services include the integration of the software at Sprint PCS and consultancy~~29, ~~training and maintenance and support services in connection with the software~~2006. ~~The~~A ~~Company~~meeting ~~receives~~date ~~fees~~has ~~under~~not ~~the~~been ~~Agreement through license fees, professional services fees and maintenance and support fees~~finalized. ~~For a more detailed description of the Agreement, please see the Company’s Form 10-K for the year ended December 31, 2004, filed on March 18, 2005.~~

InA ~~its~~copy ~~notice~~of to the ~~Company,~~press ~~Hewlett-Packard~~release ~~indicated~~is ~~that~~attached ithereto ~~was~~as ~~terminating~~Exhibit ~~the~~99.1 ~~Agreement because the Master Agreement between Hewlett-Packard~~ and ~~Sprint PCS~~ is ~~being~~incorporated ~~terminated.~~herein ~~As previously announced, the Company believes that the replacement of its access gateway solution at Sprint PCS could reduce its revenue from Hewlett-Packard~~ by ~~as much as $0~~reference.~~5 million per month.~~

Item 9.01. Financial Statements and Exhibits

~~(d)~~99.1 Press ~~Exhibits~~Release, dated June 9, 2006.

Exhibit No.		Description
99.1		Press Release issued by 724 Solutions Inc. on September 30, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	724 SOLUTIONS INC.
	By:	/s/ ~~Eric~~Stephen ~~Lowy~~Morrison
	Name:	~~Eric~~Stephen ~~Lowy~~Morrison
	Title:	~~General~~Chief ~~Counsel~~Financial Officer and Senior Vice President, Corporate ~~Secretary~~Services
Date: October 4, 2005
Dated: June 9, 2006

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