~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION ~~Washington~~ WASHINGTON, D.C. 20549 _______________ FORM 8-K ~~CURRENT~~ Current ~~REPORT~~Report ______________ Pursuant to Section 13 or 15(d) of The ~~the~~ Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): ~~December~~ 21January 17, ~~2005~~2006 (January 11, 2006) ~~SOFTNET~~ SoftNet ~~TECHNOLOGY~~Technology ~~CORP~~Corp. (Exact name of ~~registrant~~Registrant as specified in ~~its~~ charter) Nevada 000-07693 ~~(Commission File Number) Nevada~~ 74-3035831 (State or other (Commission ~~jurisdiction~~ file (I.R.S. Employer jurisdiction of number) Identification ~~No.~~Number) of incorporation ~~or organization~~) 1 Anderson Road, Suite 105 Bernardsville, New Jersey 07924 (Address of Principal Executive Offices ~~Including Zip Code~~) ~~Registrant's telephone number, including area code:~~ (908) 204-9911 (Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Entry into a Material Definitive Agreement

On or about January 11, 2006, the Company entered into a certain Plan and Agreement of Reorganization (the “Agreement”) with Inspara, Inc. The Company previously entered into a Plan and Agreement of Reorganization with Inspara, Inc. on October 31, 2005, which Plan and Agreement of Reorganization was terminated on January 11, 2006 (See, Form 8-K/A dated January 17, 2006). Under the terms of the Agreement Inspara will merge with and into the Company. The closing is to take place on January 18, 2006 effective, January 1, 2006. All due diligence has been completed and, on January 16, 2006, the required approval of Inspara’s stockholders was obtained. Pursuant to the Agreement: (i) certain key employees of Inspara have entered into employment agreements with the Company; (ii) all registration rights held by stockholders of Inspara, if any, shall be terminated; and (iii) Inspara shall have 291,000 shares of its Class B Common Stock issued and outstanding.

OnItem ~~November 4, 2005, SoftNet Technology Corp. (the “Company”) filed a Current Report on Form~~ 8~~-K reporting that on October 31, 2005, it entered into a Plan and Agreement of Reorganization (the “Agreement”) with Inspara, Inc~~.,01 Other a Delaware corporation (“Inspara”). Under the terms of the Agreement, Inspara will merge with and into the Company (the “Merger”). Under the terms of the Agreement, the Merger was scheduled to close no later than November 29, 2005. On December 1, 2005, the Company filed a Current Report on Form 8-K reporting that the Company and Inspara had agreed to extend the closing date of the Merger to December 15, 2005. Events

~~The~~ On December 29, 2006 the Company ~~and~~filed ~~Inspara~~a ~~have~~registration ~~agreed~~statement toon ~~extend~~Form ~~the~~S-8 ~~closing~~to ~~date~~register 2,112,120 shares of the ~~Merger~~Company’s stock to ~~January~~Stanton 18Walker & Company, ~~2006~~Inc. ~~Inspara~~ ~~has~~under ~~scheduled~~and pursuant to a ~~meeting~~certain ofMergers ~~its~~& ~~shareholders~~Acquisitions toAdvisory ~~take~~Agreement ~~place~~dated onMay ~~January~~27, 2005, as amended June 16, ~~2006~~2005, for its advisory services for the ~~purpose~~Plan and Agreement of ~~approving~~Reorganization ~~the~~with ~~Merger~~Inspara, Inc. ~~All~~In ~~other~~the ~~terms~~Form ofS-8, the ~~Agreement~~Company ~~remain~~made ~~unchanged~~reference ~~and~~to incertain ~~full~~financial ~~force~~statements ~~and~~which ~~effect~~are being restated as a result of comments from the Commission. ~~See~~No shares of the Company’s ~~Current~~stock ~~Report~~were onissued ~~Form~~pursuant ~~8-K~~to ~~filed~~the onregistration ~~November~~statement. The 4,Company ~~2005,~~hereby ~~and~~withdraws the ~~Company’s~~Form ~~Current~~S-8 ~~Report~~previously onfiled and will not issue a new Form 8S-K8 ~~filed~~until onsuch ~~December~~time 1,as: ~~2005~~(i) ~~for~~the aCompany ~~summary~~files ofrestated ~~additional~~financial ~~terms~~statements; ofand (ii) the ~~Merger. Item~~new ~~9.01~~Plan ~~Financial~~and ~~Statements~~Agreement ~~and~~of ~~Exhibits~~Reorganization closes.

(a) Financial Statements of Business Acquired: Not Applicable (b) Pro Forma Financial Information: The required pro forma financial information will be filed with an amendment to this report within the time period required by Item 9.01~~(b)(ii) (c) Exhibits:~~ Financial ~~The~~Statements ~~following~~and ~~exhibits are included as part of this report~~Exhibits.

Exhibit No. Description
2 Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 4, 2005.
a. Financial Statements of Businesses Acquired.

~~SIGNATURES~~The required financial statements will be filed with an amendment to this report in the time period prescribed by Item 9.01(b)(ii).

~~Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~b. ~~Dated:~~ Pro ~~December~~Forma ~~22,~~Financial 2005 SOFTNET TECHNOLOGY CORPInformation. By: _/s/ _James Farinella___________________ James Farinella Chairman, Chief Executive Officer and President

The required pro forma financial information will be filed with an amendment to this report in the time period prescribed by Item 9.01(b)(ii).

c.       Exhibits.

99.01        Plan and Agreement of Reorganization.
99.02        Incorporated by reference is the Form 8-K/A dated January 17, 2006.
99.03        Incorporated by reference is the Form S-8 dated December 23, 2005 and filed December 29, 2005.

Signatures

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

Dated: January 17, 2006                                                                 SoftNet Technology Corp.
                                                                                                        (Registrant)

                                                                                                           /s/ James M. Farinella
                                                                                                          James M. Farinella/President and CEO

Exhibit No.		Description
2		Incorporated by reference to Registrant’s Current Report on Form 8-K filed on November 4, 2005.

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