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): January 2, 2004
                                                  ---------------


                            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)        entification 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 and Required FD Disclosures.

     December 31, 2003, Sunshine PCS Corporation (the "Company")  announced that
it had  completed a sale of its licenses to Cingular  Wireless LLC  ("Cingular")
for $13,750,000.  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.  At the same
time, the Company acquired all of its preferred stock and warrants held by Lynch
Interactive  Corporation  for a  total  purchase  price  of  $7.6  million.  The
Company's  press  release  dated  December  31,  2003  announcing  the  sale and
acquisition  is  attached  hereto as Exhibit  99.1.  In  addition,  the  Company
acquired all of its Class B Common Stock for $617,787.

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

          (c)  Exhibits

               99.1 Press release dated December 31, 2003 of 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: January 2, 2004                         By /s/ Karen E. Johnson
      ---------------                            ---------------------
                                              Name:   Karen E. Johnson
                                              Title:  Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8-kss010204.txt", "description": "FORM8-KSS010204", "secsgml_size_bytes": 3337}]
{"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": "04500906"}, "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"}}
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): January 2, 2004
                                                  ---------------

                            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)        entification 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 and Required FD Disclosures.

     December 31, 2003, Sunshine PCS Corporation (the "Company")  announced that
it had  completed a sale of its licenses to Cingular  Wireless LLC  ("Cingular")
for $13,750,000.  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.  At the same
time, the Company acquired all of its preferred stock and warrants held by Lynch
Interactive  Corporation  for a  total  purchase  price  of  $7.6  million.  The
Company's  press  release  dated  December  31,  2003  announcing  the  sale and
acquisition  is  attached  hereto as Exhibit  99.1.  In  addition,  the  Company
acquired all of its Class B Common Stock for $617,787.

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

          (c)  Exhibits

               99.1 Press release dated December 31, 2003 of 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: January 2, 2004                         By /s/ Karen E. Johnson
      ---------------                            ---------------------
                                              Name:   Karen E. Johnson
                                              Title:  Chief Executive Officer