UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): August 18, 2003
                                                  ---------------


                            SUNSHINE PCS CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


   Delaware                       333-50948                 13-4141279
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission              (I.R.S. Employer
     of incorporation)           File Number)           Identification Number)


359 West 11th Street, Suite 7B, New York, NY                   10014
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code: (646) 336-1718
                                                    --------------


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address; if Changed Since Last Report)



<PAGE>




Item 5. Other Events.

     On August 18, 2003, Sunshine PCS Corporation (the "Company") announced that
it  had  entered  into  a  definitive   agreement  with  Cingular  Wireless  LLC
("Cingular")  under which Cingular is to acquire for $13,750,000  licenses owned
by the Company.  The licenses,  which are for the provision of C-Block  personal
communications  services in the Florida cities of  Tallahassee,  Panama City and
Ocala,  represent  substantially  all of the assets of the Company.  The parties
also entered into system  access and  wholesale  agreements  to  facilitate  the
provision  by the Company of personal  communications  services in its  markets.
Closing  of the  acquisition  is subject to  approval  by the  holders of shares
representing  a majority of the voting  power of all  outstanding  shares of the
Company and the consent of the Federal Communications Commission to the transfer
of the licenses.  The definitive agreement,  the system access agreement and the
wholesale  agreement are attached  hereto as Exhibits  2.1,  99.2 and 99.3.  The
Company's  press release dated August 18, 2003  announcing  the  acquisition  is
attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits

               2.1  Agreement for Purchase and Sale of Licenses dated August 18,
                    2003, by and between the Company and Cingular.

               99.1 Press release dated August 18, 2003 of the Company.

               99.2 System Access and Service  Agreement  dated August 18, 2003,
                    by and between BellSouth Mobility LLC and the Company.

               99.3 Wholesale  Agreement  dated August 18, 2003,  by and between
                    BellSouth Mobility LLC and the Company.




<PAGE>




                                   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 hereunto duly authorized.



                                         SUNSHINE PCS CORPORATION
                                           (Registrant)


Date: August 18, 2003                  By: /s/ Karen E. Johnson
      ---------------                  ------------------------
                                       Name:   Karen E. Johnson
                                       Title:  Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8-kss81903.txt", "description": "FORM8-KSS81903", "secsgml_size_bytes": 4073}]
{"company-data": {"conformed-name": "SUNSHINE PCS CORP", "cik": "0001128735", "assigned-sic": "4812", "irs-number": "134141279", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-50948", "film-number": "03855151"}, "business-address": {"street1": "350 STUYVESANT AVENUE", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9149216300"}, "mail-address": {"street1": "350 STUYVESANT AVENUE", "city": "RYE", "state": "NY", "zip": "10580"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 --------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant To Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2003
                                                  ---------------

                            SUNSHINE PCS CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

   Delaware                       333-50948                 13-4141279
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission              (I.R.S. Employer
     of incorporation)           File Number)           Identification Number)

359 West 11th Street, Suite 7B, New York, NY                   10014
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code: (646) 336-1718
                                                    --------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address; if Changed Since Last Report)
Item 5. Other Events.

     On August 18, 2003, Sunshine PCS Corporation (the "Company") announced that
it  had  entered  into  a  definitive   agreement  with  Cingular  Wireless  LLC
("Cingular")  under which Cingular is to acquire for $13,750,000  licenses owned
by the Company.  The licenses,  which are for the provision of C-Block  personal
communications  services in the Florida cities of  Tallahassee,  Panama City and
Ocala,  represent  substantially  all of the assets of the Company.  The parties
also entered into system  access and  wholesale  agreements  to  facilitate  the
provision  by the Company of personal  communications  services in its  markets.
Closing  of the  acquisition  is subject to  approval  by the  holders of shares
representing  a majority of the voting  power of all  outstanding  shares of the
Company and the consent of the Federal Communications Commission to the transfer
of the licenses.  The definitive agreement,  the system access agreement and the
wholesale  agreement are attached  hereto as Exhibits  2.1,  99.2 and 99.3.  The
Company's  press release dated August 18, 2003  announcing  the  acquisition  is
attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits

               2.1  Agreement for Purchase and Sale of Licenses dated August 18,
                    2003, by and between the Company and Cingular.

               99.1 Press release dated August 18, 2003 of the Company.

               99.2 System Access and Service  Agreement  dated August 18, 2003,
                    by and between BellSouth Mobility LLC and the Company.

               99.3 Wholesale  Agreement  dated August 18, 2003,  by and between
                    BellSouth Mobility LLC and the Company.
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 hereunto duly authorized.

                                         SUNSHINE PCS CORPORATION
                                           (Registrant)

Date: August 18, 2003                  By: /s/ Karen E. Johnson
      ---------------                  ------------------------
                                       Name:   Karen E. Johnson
                                       Title:  Chief Executive Officer