Microsoft Word 11.0.6502;





                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported) January 23, 2006
                                                        ----------------


                            SUNSHINE PCS CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


 Delaware                              333-50948                     30-0076986
--------------------------------------------------------------------------------
  (State or other              (Commission File                 (IRS Employer
  Jurisdiction of                     Number)                 Identification)
  Incorporation)



         65 Highland Road, Rye New York                                10580
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                        (Zip Code)



       Registrant's Telephone Number, Including Area Code: (914) 967-3285
                                                            --------------


<PAGE>




ITEM 4.01. Changes in Registrant's Certifying Accountants.

(a) On January 23, 2006,  Sunshine PCS  Corporation  (the  "Company")  dismissed
Deloitte & Touche LLP as the  Company's  independent  auditor.  The  decision to
change auditors was approved by the Company's Board of Directors on that date.

The reports of Deloitte & Touche LLP on the Company's  financial  statements for
the fiscal  years ended  December  31, 2004 and 2003 did not contain any adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope, or accounting principles.

In addition, in connection with the audits of the Company's financial statements
for each of the  fiscal  years  ended  December  31,  2004 and 2003,  and in the
subsequent  interim period through January 23, 2006, there were no disagreements
with Deloitte & Touche LLP on any matters of accounting principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not  resolved to the  satisfaction  of Deloitte & Touche LLP,
would have caused  Deloitte & Touche LLP to make reference to the subject matter
of the  disagreements  in connection with its reports.  There were no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K.

The  Company  provided  Deloitte  &  Touche  LLP  with a copy  of the  foregoing
disclosures  and has requested  Deloitte & Touche LLP furnish the Company with a
letter  addressed to the Securities and Exchange  Commission  stating whether it
agrees with the written  statement.  A copy of the letter from Deloitte & Touche
LLP, dated January 25, 2006, is filed as Exhibit 16.1 of the Form 8-K.

(b) The Company appointed a new independent auditor,  Daszkal Bolton LLP of 2401
NW Boca Raton  Boulevard,  Boca  Raton,  FL  33431-6632.  Such  appointment  was
approved at the January 23, 2006 Board of Directors  Meeting.  During the fiscal
years ended  December 31, 2004 and 2003,  and in the  subsequent  interim period
through  January 23, 2006,  the Company did not consult with Daszkal  Bolton LLP
regarding  either  the  application  of  accounting  principles  to a  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the  financial  statements  of the Company,  as well as any
matters  or  reportable  events  set  forth  in Item  304  (a)(2)(i)  or (ii) of
Regulation S-K.


<PAGE>


ITEM 7. Financial Statements and Exhibits.
        ---------------------------------


        (c) Exhibits.

        16.1 Letter from Deloitte & Touche LLP to the  Securities and Exchange
               Commission dated January 25, 2006.














<PAGE>


                                    SIGNATURE

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

                                Sunshine PCS Corporation

                                   /s/ David Ahl
                                   -------------
                                   David Ahl
                                   Chief Executive Officer




Date: January 26, 2006








<PAGE>


                                  EXHIBIT INDEX

Exhibit 16.1  -  Letter  from  Deloitte  &  Touche  LLP  to  the Securities and
                 Exchange  Commission  dated  January 25, 2006.
[{"type": "8-K", "sequence": "1", "filename": "form8kss12306.txt", "description": "FORM8KSS12306", "secsgml_size_bytes": 4876}]
{"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": "06555340"}, "business-address": {"street1": "359 WEST 11TH STREET", "street2": "SUITE 7B", "city": "NEW YORK", "state": "NY", "zip": "10014", "phone": "6463361718"}, "mail-address": {"street1": "359 WEST 11TH STREET", "street2": "SUITE 7B", "city": "NEW YORK", "state": "NY", "zip": "10014"}}
Microsoft Word 11.0.6502;

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported) January 23, 2006
                                                        ----------------

                            SUNSHINE PCS CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

 Delaware                              333-50948                     30-0076986
--------------------------------------------------------------------------------
  (State or other              (Commission File                 (IRS Employer
  Jurisdiction of                     Number)                 Identification)
  Incorporation)

         65 Highland Road, Rye New York                                10580
--------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                        (Zip Code)

       Registrant's Telephone Number, Including Area Code: (914) 967-3285
                                                            --------------
ITEM 4.01. Changes in Registrant's Certifying Accountants.

(a) On January 23, 2006,  Sunshine PCS  Corporation  (the  "Company")  dismissed
Deloitte & Touche LLP as the  Company's  independent  auditor.  The  decision to
change auditors was approved by the Company's Board of Directors on that date.

The reports of Deloitte & Touche LLP on the Company's  financial  statements for
the fiscal  years ended  December  31, 2004 and 2003 did not contain any adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope, or accounting principles.

In addition, in connection with the audits of the Company's financial statements
for each of the  fiscal  years  ended  December  31,  2004 and 2003,  and in the
subsequent  interim period through January 23, 2006, there were no disagreements
with Deloitte & Touche LLP on any matters of accounting principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not  resolved to the  satisfaction  of Deloitte & Touche LLP,
would have caused  Deloitte & Touche LLP to make reference to the subject matter
of the  disagreements  in connection with its reports.  There were no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K.

The  Company  provided  Deloitte  &  Touche  LLP  with a copy  of the  foregoing
disclosures  and has requested  Deloitte & Touche LLP furnish the Company with a
letter  addressed to the Securities and Exchange  Commission  stating whether it
agrees with the written  statement.  A copy of the letter from Deloitte & Touche
LLP, dated January 25, 2006, is filed as Exhibit 16.1 of the Form 8-K.

(b) The Company appointed a new independent auditor,  Daszkal Bolton LLP of 2401
NW Boca Raton  Boulevard,  Boca  Raton,  FL  33431-6632.  Such  appointment  was
approved at the January 23, 2006 Board of Directors  Meeting.  During the fiscal
years ended  December 31, 2004 and 2003,  and in the  subsequent  interim period
through  January 23, 2006,  the Company did not consult with Daszkal  Bolton LLP
regarding  either  the  application  of  accounting  principles  to a  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the  financial  statements  of the Company,  as well as any
matters  or  reportable  events  set  forth  in Item  304  (a)(2)(i)  or (ii) of
Regulation S-K.
ITEM 7. Financial Statements and Exhibits.
        ---------------------------------

        (c) Exhibits.

        16.1 Letter from Deloitte & Touche LLP to the  Securities and Exchange
               Commission dated January 25, 2006.
SIGNATURE

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

                                Sunshine PCS Corporation

                                   /s/ David Ahl
                                   -------------
                                   David Ahl
                                   Chief Executive Officer

Date: January 26, 2006
EXHIBIT INDEX

Exhibit 16.1  -  Letter  from  Deloitte  &  Touche  LLP  to  the Securities and
                 Exchange  Commission  dated  January 25, 2006.