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) November 14, 2003


                            SUNSHINE PCS CORPORATION
                            ------------------------

             (Exact Name of Registrant as Specified in its Charter)



  Delaware                        333-50948                       13-4141279
  --------                        ---------                       ----------

(State or other                 (Commission File                 (IRS Employer
Jurisdiction of                     Number)                     Identification)
Incorporation)




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


<PAGE>



ITEM 4. Changes in Registrant's Certifying Accountants.
        ----------------------------------------------

     Following  the  completion  of its review of the  financial  statements  of
Sunshine PCS  Corporation  (the  "Company") for the quarter ended  September 30,
2003,  on November  14, 2003,  Ernst & Young LLP ("Ernst & Young")  notified the
Company of its resignation as the Company's independent auditor. Ernst & Young's
decision was based, in part, on the existence of pending litigation initiated by
Morgan  Group  Holding Co., an entity that was created  through a spin-off  from
Lynch  Interactive  Corporation.  The Company was also created in 1999 through a
spin-off from Lynch Interactive Corporation. Morgan Group Holding Co. sued Ernst
& Young in its capacity as the independent  auditor of The Morgan Group, Inc., a
public company in which Morgan Group Holding Co. had a majority interest.

     The Company expects to appoint a new independent  auditor during the fourth
quarter of 2003.

     The reports of Ernst & Young on the Company's financial  statements for the
past two fiscal  years did not  contain  any adverse  opinion or  disclaimer  of
opinion, nor were they qualified or modified as to uncertainty,  audit scope, or
accounting  principles.  For both of the past two fiscal  years,  the reports of
Ernst & Young  did  contain  an  explanatory  paragraph  in which  Ernst & Young
expressed  substantial  doubt as to the Company's ability to continue as a going
concern.

     In connection  with the audits of the Company's  financial  statements  for
each of the two most recent fiscal years and in the  subsequent  interim  period
through November 14, 2003, there were no disagreements with Ernst & Young 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 Ernst & Young, would have caused Ernst & Young 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  Ernst  &  Young  with  a  copy  of  the  foregoing
disclosures.  Attached,  as Exhibit 16.1,  is a copy of Ernst & Young's  letter,
dated November 21, 2003,  stating its agreement with such statements except with
respect  to the  second  paragraph  above  for which it has no basis to agree or
disagree.

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

     (c)  Exhibits.

     16.1 Letter  from  Ernst  &  Young  LLP  to  the  Securities  and  Exchange
          Commission dated November 21, 2003.


<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/ Karen E. Johnson
                                        --------------------
                                        Karen E. Johnson
                                       Chief Executive Officer




Date: November 21, 2003


<PAGE>



                                  EXHIBIT INDEX

Exhibit 16.1--  Letter  from Ernst & Young LLP to the  Securities  and  Exchange
                Commission dated November 21, 2003.
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{"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": "031017045"}, "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"}}
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) November 14, 2003

                            SUNSHINE PCS CORPORATION
                            ------------------------

             (Exact Name of Registrant as Specified in its Charter)

  Delaware                        333-50948                       13-4141279
  --------                        ---------                       ----------

(State or other                 (Commission File                 (IRS Employer
Jurisdiction of                     Number)                     Identification)
Incorporation)

  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
                                                          ---------------
ITEM 4. Changes in Registrant's Certifying Accountants.
        ----------------------------------------------

     Following  the  completion  of its review of the  financial  statements  of
Sunshine PCS  Corporation  (the  "Company") for the quarter ended  September 30,
2003,  on November  14, 2003,  Ernst & Young LLP ("Ernst & Young")  notified the
Company of its resignation as the Company's independent auditor. Ernst & Young's
decision was based, in part, on the existence of pending litigation initiated by
Morgan  Group  Holding Co., an entity that was created  through a spin-off  from
Lynch  Interactive  Corporation.  The Company was also created in 1999 through a
spin-off from Lynch Interactive Corporation. Morgan Group Holding Co. sued Ernst
& Young in its capacity as the independent  auditor of The Morgan Group, Inc., a
public company in which Morgan Group Holding Co. had a majority interest.

     The Company expects to appoint a new independent  auditor during the fourth
quarter of 2003.

     The reports of Ernst & Young on the Company's financial  statements for the
past two fiscal  years did not  contain  any adverse  opinion or  disclaimer  of
opinion, nor were they qualified or modified as to uncertainty,  audit scope, or
accounting  principles.  For both of the past two fiscal  years,  the reports of
Ernst & Young  did  contain  an  explanatory  paragraph  in which  Ernst & Young
expressed  substantial  doubt as to the Company's ability to continue as a going
concern.

     In connection  with the audits of the Company's  financial  statements  for
each of the two most recent fiscal years and in the  subsequent  interim  period
through November 14, 2003, there were no disagreements with Ernst & Young 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 Ernst & Young, would have caused Ernst & Young 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  Ernst  &  Young  with  a  copy  of  the  foregoing
disclosures.  Attached,  as Exhibit 16.1,  is a copy of Ernst & Young's  letter,
dated November 21, 2003,  stating its agreement with such statements except with
respect  to the  second  paragraph  above  for which it has no basis to agree or
disagree.

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

     (c)  Exhibits.

     16.1 Letter  from  Ernst  &  Young  LLP  to  the  Securities  and  Exchange
          Commission dated November 21, 2003.
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/ Karen E. Johnson
                                        --------------------
                                        Karen E. Johnson
                                       Chief Executive Officer

Date: November 21, 2003
EXHIBIT INDEX

Exhibit 16.1--  Letter  from Ernst & Young LLP to the  Securities  and  Exchange
                Commission dated November 21, 2003.