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) December 20, 2001
                                                 ------------------


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



    Delaware                       333-8234               13-4141279
    --------                       --------               ----------
(State of other               (Commission File          (IRS Employer
Jurisdiction of                   Number)                Identification)
Incorporation)




359 West 11th Street, Suite 7B, New York, New York                 10014
--------------------------------------------------                 -----

(Address of Principal Executive Offices                          Zip Code



Registrant's Telephone Number, Including Area Code: 646-336-1718
                                                   -------------


<PAGE>



Item 9.  Regulation FD Disclosure

On December 20, 2001,  Sunshine PCS  Corporation  (the  "Company") held its 2001
Annual  Meeting  of  Stockholders.  During  the  course of the  meeting,  senior
officials  of  the  Company   disclosed  that  they  have  been  in  preliminary
discussions with Theta Communications,  L.L.C., regarding a possible sale of the
assets or other similar  transaction with Theta. Theta was the high bidder for a
10 MHz PCS  license  in  Gainesville,  Florida,  in the  Federal  Communications
Commission  Auction No. 35. A PCS license in  Gainesville  would  complement the
Company's  existing Florida licenses in Tallahassee,  Panama City and Ocala. But
senior officials of the Company  cautioned that the rights of bidders in Auction
No. 35 are very  uncertain  at this time  given the  issues  raised by  Nextwave
Telecom Inc.'s well-publicized  dispute with the FCC. Any transaction with Theta
would be premised on Theta being granted the Gainesville license and accordingly
the Company's interest in Theta is very speculative at this time.


                                   Signatures
                                   ----------

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


                                          Sunshine PCS Corporation


                                          By:/s/ Karen E. Johnson
                                          -----------------------
                                                 Karen E. Johnson
                                                 Chief Executive Officer


Date: December 21, 2001
-----------------------
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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": "1822277"}, "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"}}
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) December 20, 2001
                                                 ------------------

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

    Delaware                       333-8234               13-4141279
    --------                       --------               ----------
(State of other               (Commission File          (IRS Employer
Jurisdiction of                   Number)                Identification)
Incorporation)

359 West 11th Street, Suite 7B, New York, New York                 10014
--------------------------------------------------                 -----

(Address of Principal Executive Offices                          Zip Code

Registrant's Telephone Number, Including Area Code: 646-336-1718
                                                   -------------
Item 9.  Regulation FD Disclosure

On December 20, 2001,  Sunshine PCS  Corporation  (the  "Company") held its 2001
Annual  Meeting  of  Stockholders.  During  the  course of the  meeting,  senior
officials  of  the  Company   disclosed  that  they  have  been  in  preliminary
discussions with Theta Communications,  L.L.C., regarding a possible sale of the
assets or other similar  transaction with Theta. Theta was the high bidder for a
10 MHz PCS  license  in  Gainesville,  Florida,  in the  Federal  Communications
Commission  Auction No. 35. A PCS license in  Gainesville  would  complement the
Company's  existing Florida licenses in Tallahassee,  Panama City and Ocala. But
senior officials of the Company  cautioned that the rights of bidders in Auction
No. 35 are very  uncertain  at this time  given the  issues  raised by  Nextwave
Telecom Inc.'s well-publicized  dispute with the FCC. Any transaction with Theta
would be premised on Theta being granted the Gainesville license and accordingly
the Company's interest in Theta is very speculative at this time.

                                   Signatures
                                   ----------

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

                                          Sunshine PCS Corporation

                                          By:/s/ Karen E. Johnson
                                          -----------------------
                                                 Karen E. Johnson
                                                 Chief Executive Officer

Date: December 21, 2001
-----------------------