================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ended: December 31, 2008
                           -----------------

                                       or
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                       to
                              -----------------------  -------------------------

Commission file number:  333-50948

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

                     Delaware                                30-0076986
                     --------                                ----------
            State of other jurisdiction                   (I.R.S. Employer
           incorporation or organization                 Identification No.)

          65 Highland Road, Rye, New York                       10580
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code    (914) 967-3285
                                                      --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to section 12(g) of the Act:  None
                                                             ----

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [  ]   No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes[X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-KSB. [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]                      Accelerated filer [  ]
Non-accelerated filer [  ]                        Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

<PAGE>

As of March 17, 2009, the aggregate market value of the Registrant's voting and
nonvoting common equity held by non-affiliates of the Registrant was
approximately $12,000, which value, solely for the purposes of this calculation,
excludes shares held by the Registrant's officers, directors, and their
affiliates. Such exclusion should not be deemed a determination or an admission
by the issuer that all such individuals are, in fact, affiliates of the issuer.

The number of outstanding shares of the Registrant's Common Stock was 4,588,653
as of March 17, 2009.

================================================================================



                                       2

<PAGE>
                            SUNSHINE PCS CORPORATION
                                TABLE OF CONTENTS
                                                                        Page No.

Item 1.    Business.                                                       4

Item 1A.   Risk Factors.

Item 1B.   Unresolved Staff Comments.

Item 2.    Properties.                                                     4

Item 3.    Legal Proceedings.                                              4

Item 4.    Submission of Matters to a Vote of Security Holders.            5

Item 5.    Market For Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities.              5

Item 6.    Selected Financial Data.                                        5

Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations.                                      6

Item 7A.   Quantitative and Qualitative Disclosure About Market Risk.      7

Item 8.    Financial Statements and Supplementary Data.                    7-15

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure.                                       16

Item 9A.   Controls and Procedures.                                        16

Item 9B.   Other Information.                                              17

Item 10.   Directors, Executive Officers and Corporate Governance.         17-18

Item 11.   Executive Compensation.                                         19

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.                     19-20

Item 13.   Certain Relationships and Related Transactions and
           Director Independence.                                          20

Item 14.   Principal Accountant Fees and Services.                         20

Item 15.   Exhibits, Financial Statement Schedules.                        20

           Signatures
<PAGE>

                                     PART I
                                     ------

Item 1.  Business.

         Sunshine PCS Corporation  ("we",  "Sunshine",   or  the  "Company")  is
currently a holding  company with  $442,026 in cash and cash  equivalents  as of
December  31, 2008.  We  currently  have no  appreciable  operations  other than
maintenance  status as a public  company.  We are  continuing  to  evaluate  all
options available to us at this time.

         Prior to December 31, 2003, we were in the business of  developing  our
three  personal  communication  services  licenses in Florida.  On that date, we
completed the sale of our three 15 megahertz C-Block per personal communications
services licenses to Cingular Wireless LLC for $13,600,000 in cash.

Item 1A. Risk Factors.

         We are a smaller  reporting  company  as defined  in Item  10(f)(1)  of
Regulation S-K and thus are not required to report the risk factors specified in
Item 503(c) of Regulation S-K.


Item 1B. Unresolved Staff Comments.

         None.

Item 2.  Properties.

         The Company does not own any property.

Item 3.  Legal Proceedings.

         The   Company   along   with   Fortunet   Communications,   L.P.,   our
predecessor-in-interest,  as well as Victoria G. Kane,  the sole  stockholder of
Fortunet Wireless  Communication  Corporation,  which was previously our largest
stockholder,  Karen E. Johnson,  our former Chief  Executive  Officer,  and LICT
Corporation  ("LICT"),  formerly  known  Lynch  Interactive  Corporation,  among
others,  were  named as  defendants  in a  lawsuit  brought  in 2001  under  the
so-called  "qui tam"  provisions  of the federal  False Claims Act in the United
States District Court for the District of Columbia.  The complaint  alleged that
the defendants  defrauded the United States  Government  (the  "Government")  by
creating   "sham"   bidding   entities  to   participate   in  certain   Federal
Communications   Commission  ("FCC")  spectrum  auctions   restricted  to  small
businesses  and  unfairly  obtained  bidding  credits and  favorable  government
financing in these and other spectrum auctions in the mid and late 1990's.

         In May 2006, a tentative  settlement was reached  pursuant to which the
defendants  agreed to pay the  Government  $130 million,  plus $9 million to the
counsel of the individual who brought the lawsuit as legal fees and expenses. In
June  2006,  the  defendants  reached  a  tentative  agreement   allocating  the
above-mentioned   settlement  amounts  among  themselves.   In  July  2006,  the
definitive settlement agreements with the Government and the Relator were signed
and approved by the federal judge hearing the case and the case was dismissed in
August 2006. In entering into the settlement agreements, the Company admitted no
liability  and the conduct  giving rise to the case is  expressly  excluded as a
basis for future administrative proceedings by the FCC.

         The defendants  have agreed to an allocation of the  settlement  amount
and the payment to the  Relator's  counsel  and the Company was not  required to
fund any portion thereof.  The defendants have not agreed among themselves as to
the share of litigation  costs each defendant  should  ultimately bear. To date,
LICT and certain other  defendants have paid all legal fees associated with this
action,  other  than the fees  the  Company  has  paid  and  accrued  under  the
indemnification  provisions  of the  agreement  on the sale of our  licenses  to
Cingular Wireless.  Prior to our becoming a public company, in 2001, LICT held a
significant   equity  ownership  position  in  our  Company  and  prior  to  the
acquisition of licenses by Cingular,  in 2005, LICT held notes,  preferred stock
and options to acquire our Class A Common Stock.  LICT and the other  defendants
have  funded   approximately   $8  million  of  the  legal  costs  not  directly
attributable to any particular  defendant (joint defense costs). It is currently
unclear to what extent those  defendants  (or any other  defendant)  may seek to
reimbursement  from  the  Company  for  part  or all  of  their  defense.  While
management  believes that it would be able to satisfy the Company's  obligations
under such a potential request with its current resources, there is no assurance
that  such  could be  accomplished.  The  Company  will  accrue a  liability  in
accordance  with SFAS No.  5,  when it is  probable  that a  liability  has been
incurred and the amount of the loss can be reasonably estimated.

                                       4
<PAGE>

         The Company does not have any insurance to cover the costs of defending
this lawsuit, which costs may be material.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

                                     PART II

Item 5.  Market for the Registrant's Common Equity, Related Stockholder Matters,
         and Issuer Purchases of Equity Securities.


         The shares of our Class A common  stock  trade on the  over-the-counter
market in the Pink Sheets,  under the symbol:  SNSHA.PK The following table sets
forth the high and low market prices of the Class A common stock for the periods
indicated, as reported by published sources. These prices represent inter-dealer
quotations  without  retail  markup,   markdown,   or  commission  and  may  not
necessarily represent actual transactions.

                                                          High             Low
                                                          ----             ---

2008 Fiscal Year
----------------
First Quarter                                           $0.030          $0.002
Second Quarter                                          $0.010          $0.003
Third Quarter                                           $0.003          $0.003
Fourth Quarter                                          $0.004          $0.003

2007 Fiscal Year
----------------
First Quarter                                           $0.002         $0 .015
Second Quarter                                          $0.015          $0.015
Third Quarter                                           $0.015          $0.015
Fourth Quarter                                          $0.010          $0.040


         As of March 17, 2009, there were approximately 600 holders of record of
the Company's common stock.

         In 2003,  we used a portion of the sales  proceeds from the sale of our
three licenses to acquire all of our preferred stock and  warrants held by Lynch
Interactive  Corporation  for an aggregate  amount of $7,587,000  and all of our
outstanding Class B Common Stock for an aggregate amount of $613,863.

         On March 2, 2004, our Board of Directors  declared a cash  distribution
on our Class A common  stock of $0.83 per share,  we made the cash  distribution
March 19, 2004.  The Company does not  anticipate  to pay cash  dividends in the
foreseeable future.

         During the fiscal year ended  December  31,  2008,  the Company did not
sell any unregistered securities,  and did not repurchase any of its shares from
its stockholders.

Item 6.  Selected Financial Data.

         We are a smaller  reporting  company  as defined  in Item  10(f)(1)  of
Regulation  S-K and thus are not required to report the selected  financial data
specified in Item 303 of Regulation S-K.

                                       5

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation.

         Forward-Looking Statements and Uncertainty of Financial Projections

         Forward-looking  statements are not based on historical information but
relate  to  future   operations,   strategies,   financial   results   or  other
developments.  Forward-looking  statements are necessarily  based upon estimates
and assumptions that are inherently  subject to significant  business,  economic
and competitive  uncertainties and  contingencies,  many of which are beyond our
control  and many of which,  with  respect  to future  business  decisions,  are
subject to change.  These  uncertainties  and  contingencies  can affect  actual
results and could cause actual results to differ materially from those expressed
in any forward-looking statements made by, or on behalf of, us.

         Overview

         As of  December  31,  2008,  the  Company's  only assets  consisted  of
$442,026 in cash and a net operating  loss carry-forward of  approximately  $3.7
million  incurred over the years starting in year 2001 through the current year.
The loss carryover may be carried  forward 20 years which would expire  starting
in 2021.  The ability to utilize  this loss  carry-forward  is  dependent on the
Company's ability to generate a taxable income prior to its expiration.

         The Company currently has no operating revenues, its only costs are the
administrative  expenses required to comply with the regulatory filings required
to maintain its public  status.  These costs are estimated at $65,000 to $75,000
per year.

         We are evaluating all options available to the Company at this time.

         Results of Operations

         For the year  ended  December  31,  2008,  our net loss was  $63,334 as
compared to net loss of $67,721 in 2007.

         The  interest  income was $9,947 in year 2008  compared  to $25,046 for
year 2007. The decline in interest income was the result of lower interest rates
on the Company's  investments in the United States Treasury Securities and lower
average investment balances.

         General  and  administration  expenses  for year 2008 were  $39,163  as
compared to $57,264  during year 2007.  The Company  recorded  lower general and
administrative  expenses  for  the  year  by  reducing  the  fees  paid  to  its
administrative  and management  consulting  firm by 50% beginning  October 2007.
Professional fees were $34,118 for year 2008 about the same as for year 2007.

         Liquidity and Capital Resources

         At December 31, 2008, we had $442,026 in cash and cash  equivalents  as
compared to $509,360 at December 31, 2007. During year 2009, the Company expects
to pay about  $75,000 in costs and  expenses.  These  costs do not  include  any
unusual transactions that may incur during the year.

         Off-Balance Sheet Arrangements

         The Company does not have any off-balance sheet arrangements.

         Recently Issued Accounting Pronouncements

         In September  2006, the Financial  Accounting  Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements."  SFAS No. 157 defines  fair value,  establishes  a framework  for
measuring fair value and expands  disclosure about fair value  measurements.  It
applies to other  pronouncements  that require or permit fair value but does not
require any new fair value  measurements.  The  statement  defines fair value as
"the  price  that  would be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement  date." SFAS No. 157  establishes a fair value hierarchy to increase
consistency and comparability in fair value  measurements and disclosures.  SFAS
No. 157 is effective  for fiscal years  beginning  after  November 15, 2007.  In
February 2008,  FASB issued FASB Staff Position  157-2,  "Effective Date of FASB
Statement No. 157" ("FSP SFAS 157-2"),  which permits a one-year deferral of the
application  of SFAS No. 157,  for all  non-financial  assets and  non-financial
liabilities, except those that are recognized or disclosed at fair value in the

                                       6

<PAGE>

financial  statements  on a  recurring  basis (at least  annually).  The Company
adopted SFAS No. 157 and FSP SFAS 157-2 effective January 1, 2008 [for financial
assets and  liabilities].  The  adoption of SFAS No. 157 did not have a material
impact on our consolidated  financial  statements.  The Company adopted SFAS No.
157 for non-financial assets and non-financial  liabilities effective January 1,
2009 which did not have a material impact on the Company's financial statements.
In October 2008, the FASB issued FASB Staff  Position  157-3,  "Determining  the
Fair Value of a  Financial  Asset When the Market for That Asset is Not  Active"
("FSP SFAS 157-3"),  which clarifies the application of SFAS No. 157 in a market
that is not active. The adoption of this standard did not have a material impact
on the Company's financial statements.

         In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial  Liabilities - Including an amendment of FASB
Statement  No.  115." SFAS No. 159 permits all entities to choose to measure and
report  many  financial  instruments  and  certain  other items at fair value at
specified  election dates. If such an election is made, any unrealized gains and
losses on items for which the fair value option has been elected are required to
be reported in earnings at each subsequent reporting date. In addition, SFAS No.
159 establishes  presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different  measurement  attributes for
similar  types  of  assets  and  liabilities.  We were  required  to  adopt  the
provisions  of SFAS No. 159 for  financial  statements  issued for fiscal  years
beginning  after  November 15, 2007. The adoption of SFAS No. 159 did not have a
material impact on our financial statements.

         In  December  2007,   the  FASB  issued  SFAS  No.   141(R),   Business
Combinations and SFAS No. 160, Noncontrolling Interest in Consolidated Financial
Statements.   These  Statements   replace  FASB  Statement  No.  141,   Business
Combinations,  and requires an acquirer to recognize  the assets  acquired,  the
liabilities  assumed,  and any  noncontrolling  interest in the  acquiree at the
acquisition date, measured at their fair values as of that date. SFAS No. 141(R)
also makes  significant  amendments to other Statements and other  authoritative
guidance.  The Statements are effective for years beginning on or after December
15,  2008.  The  adoption of this  statement  is not expected to have a material
impact on our financial statements. We expect that the adoption of this standard
will have no impact on our financial statements.

         In  March  2008,  the  FASB  issued  SFAS No.  161,  Disclosures  about
Derivative  Instruments and Hedging  Activities,  an amendment of FASB Statement
No. 133 (SFAS No. 161). SFAS No. 161 requires enhanced disclosures  regarding an
entity's derivative and hedging activities.  These enhanced  disclosures include
information regarding how and why an entity uses derivative instruments;  how to
account for derivative  instruments  and related hedge items under SFAS No. 133,
Accounting for Derivative  Instruments and Hedging  Activities,  and its related
interpretations;  and how derivative  instruments and related hedge items affect
an entity's financial position,  financial  performance and cash flows. SFAS No.
161 is effective  for financial  statements  issued for fiscal years and interim
periods beginning after November 15, 2008. The adoption of this statement is not
expected to have a material impact on our financial  statements.  We expect that
the adoption of this standard will have no impact on our financial statements.

Item 7A. Quantitive and Qualitative Analysis of Market Risk.

         We are a smaller  reporting  company  as defined  in Item  10(f)(1)  of
Regulation  S-K and  thus  are not  required  to  report  the  Quantitative  and
Qualitative Analysis of Market Risk specified in Item 305 of Regulation S-K.


Item 8.  Financial Statements and Supplementary Data.

         Report of Independent Registered Public Accounting Firm

         Balance Sheets as of
         December 31, 2008 and 2007

         Statements of Operations for the
         Years Ended December 31, 2008 and 2007

         Statements of Cash Flows for the
         Years Ended December 31, 2008 and 2007

         Statements of Stockholders' Equity for the
         Years Ended December 31, 2008 and 2007

         Notes to Financial Statements

                                       7
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To the Board of Directors and Stockholders of
Sunshine PCS Corporation
Rye, New York


We have audited the accompanying balance sheets of Sunshine PCS Corporation (the
"Company")  as of  December  31,  2008 and 2007 and the  related  statements  of
operations,  stockholders' equity and cash flows for the years then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board. Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free to material misstatement.  The Company is not required to have, nor were we
engaged to perform,  an audit of its internal control over financial  reporting.
Our audits included  consideration of internal control over financial  reporting
as  a  basis  for  designing  audit  procedures  that  are  appropriate  in  the
circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on the
effectiveness  of the  Company's  internal  control  over  financial  reporting.
Accordingly,  we express no such opinion. An audit also includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the financial position of Sunshine PCS Corporation as of December 31,
2008 and 2007 and the results of its operations and its cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.


/s/ Daszkal Bolton LLP

Boca Raton, Florida
March 20, 2009

                                       8

<PAGE>

                            Sunshine PCS Corporation
                                 Balance Sheets
                        As of December 31, 2008 and 2007


                                                         2008          2007
 Assets

Cash and cash equivalents                            $     442,026 $     509,360
Other Assets                                                 1,993         2,743
                                                     ---------------------------
 Total Assets                                        $     444,019 $     512,103
                                                     ===========================
Liabilities and stockholders' equity

Liabilities

Accounts payable                                     $       9,500 $      14,250

Stockholders' equity

Class A: no par value Authorized shares-20,000,000;
 4,588,653 shares issued and outstanding at December
 31, 2008 and 2007                                              --            --
Class B: no par value Authorized shares-9,000,000;
 no shares outstanding at December 31, 2008 and 2007            --            --
Additional paid-in capital                              80,514,012    80,514,012
Accumulated deficit                                   (80,079,493)  (80,016,159)
                                                     ---------------------------
 Stockholders' equity                                      434,519       497,853
                                                     ---------------------------
 Total liabilities and stockholders' equity          $     444,019 $     512,103
                                                     ===========================

See accompanying notes to financial statements.

                                       9

<PAGE>

                            Sunshine PCS Corporation
                            Statements of Operations
                 For the Years Ended December 31, 2008 and 2007

                                                            2008        2007

      Interest income                                    $    9,947  $   25,046
      Expenses:
        Professional fees                                   (34,118)    (35,503)
        General and administrative expenses                 (39,163)    (57,264)
                                                         -----------------------
                                                            (73,281)    (92,767)
                                                         -----------------------
      Net loss                                           $  (63,334) $  (67,721)
                                                         =======================
      Basic and diluted loss per common share            $    (0.01) $    (0.01)
                                                         =========== ===========
      Weighted average shares used in basic computation   4,588,653   4,588,653
                                                         =========== ===========

See accompanying notes to financial statements.

                                       10
<PAGE>

                            Sunshine PCS Corporation
                            Statements of Cash Flows
                 For the Years ended December 31, 2008 and 2007


                                                      2008          2007
                                                  -------------------------
Operating activities
Net loss                                          $  (63,334)   $  (67,721)
Adjustments to reconcile net loss to cash used
 in operating activities:
Decrease in other assets                                 750         1,024
Decrease in accounts payable                          (4,750)       (4,250)
                                                  -------------------------
Net cash used in operating activities                (67,334)      (70,947)
                                                  -------------------------

Investing Activities
Net cash provided by (used in)
investing activities                                     - -           - -

Financing activities
Net cash provided by (used in)
financing activities                                     - -           - -
                                                  -------------------------

Net decrease in cash                                 (67,334)      (70,947)
Cash and cash equivalents at
beginning of year                                    509,360       580,307
                                                  -------------------------
Cash and cash equivalents at end of
year                                              $  442,026    $  509,360
                                                  =========================

Supplemental cash flow information:
Interest paid                                     $       --    $       --
Income taxes paid                                 $       --    $       --

See accompanying notes to financial statements.

                                       11
<PAGE>

                            Sunshine PCS Corporation
                       Statement of Stockholders' Equity
                 For the Years Ended December 31, 2008 and 2007
<TABLE>
<S>                                     <C>       <C>             <C>        <C>                     <C>
                                     Shares of      Shares of
                                      Class A        Class B
                                       Common         Common     Additional
                                       Stock          Stock        paid-in    Accumulated
                                    Outstanding    Outstanding     capital      Deficit     Stockholders'equity

Balance at January 1, 2007              4,588,653 $           --  80,514,012 $  79,948,438)          $ 565,574
Net loss                                                                  --       (67,721)            (67,721)
                                   -------------- -------------- ----------- -------------- -------------------
Balance at December 31, 2007            4,588,653 $           --  80,514,012   (80,016,159)            497,853
Net loss                                                                           (63,334)            (63,334)
                                   -------------- -------------- ----------- -------------- -------------------
Balance at December 31, 2008            4,588,653 $           --  80,514,012   (80,079,493)          $ 434,519
                                   ============== ============== =========== ============== ===================
</TABLE>


See accompanying notes to financial statements.

                                       12
<PAGE>

                            Sunshine PCS Corporation
                          Notes to Financial Statements


Note 1   Basis of Presentation and Significant Accounting Principles
         -----------------------------------------------------------

Basis of Presentation
---------------------

         Sunshine PCS Corporation ("Sunshine",  or the "Company") is currently a
holding company with no appreciable  operations other than maintenance status as
a public company and,  therefore,  is no longer in the  development  stage.  The
Company  continues  to evaluate all options  available  to us at this time.
the Company

Significant Accounting Principles
---------------------------------

Use of Estimates

         The  preparation of financial  statements in conformity with accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  carrying  amounts  of assets and
liabilities  and  disclosures  at the date of the financial  statements  and the
reported amounts of expenses during the reporting  period.  Actual results could
differ from those estimates.

Cash and Cash Equivalents

         Cash and Cash  Equivalents are invested in United States Treasury money
market  funds for which an  affiliate  of the Company  serves as the  investment
manager.  The  Company  considers  highly  liquid  investments  with an original
maturity of less than three months as cash equivalents.

Concentration of Credit Risk

         Financial  instruments,   which  potentially  subject  the  Company  to
concentrations of credit risk, consist principally of cash and cash equivalents.
Management   believes  the  financial  risks  associated  with  these  financial
instruments are minimal.

         The  Company  maintains  its  cash in bank  deposit  accounts  that are
guaranteed by the Federal Deposit Insurance  Corporation ("FDIC") up to $250,000
at December 31, 2008 and  $100,000 at December  31, 2007.  During 2008 and 2007,
balances in these accounts never exceeded the insured limit.

         Accounts held at United States  Treasury money market funds,  which are
not  guaranteed  by the FDIC or insured by the  Securities  Investor  Protection
Corporation,  were approximately  $442,000 and $509,000 at December 31, 2008 and
2007, respectively.

Fair Values of Financial Instruments

         The Company's financial  instruments consist primarily of cash and cash
equivalents and accounts payable. All financial instruments are accounted for on
a historical  cost basis,  which  approximates  fair value given the  short-term
nature of these instruments

Loss Per Share

         The loss per  share  has been  calculated  based on  average  number of
shares outstanding.

                                       13
<PAGE>

Recently Issued Accounting Pronouncements

         In September  2006, the Financial  Accounting  Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements."  SFAS No. 157 defines  fair value,  establishes  a framework  for
measuring fair value and expands  disclosure about fair value  measurements.  It
applies to other  pronouncements  that require or permit fair value but does not
require any new fair value  measurements.  The  statement  defines fair value as
"the  price  that  would be  received  to sell an asset  or paid to  transfer  a
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement  date." SFAS No. 157  establishes a fair value hierarchy to increase
consistency and comparability in fair value  measurements and disclosures.  SFAS
No. 157 is effective  for fiscal years  beginning  after  November 15, 2007.  In
February 2008,  FASB issued FASB Staff Position  157-2,  "Effective Date of FASB
Statement No. 157" ("FSP SFAS 157-2"),  which permits a one-year deferral of the
application  of SFAS No. 157,  for all  non-financial  assets and  non-financial
liabilities,  except those that are recognized or disclosed at fair value in the
financial  statements  on a  recurring  basis (at least  annually).  The Company
adopted SFAS No. 157 and FSP SFAS 157-2 effective January 1, 2008 [for financial
assets and  liabilities].  The  adoption of SFAS No. 157 did not have a material
impact on our consolidated  financial  statements.  The Company adopted SFAS No.
157 for non-financial assets and non-financial  liabilities effective January 1,
2009 which did not have a material impact on the Company's financial statements.
In October 2008, the FASB issued FASB Staff  Position  157-3,  "Determining  the
Fair Value of a  Financial  Asset When the Market for That Asset is Not  Active"
("FSP SFAS 157-3"),  which clarifies the application of SFAS No. 157 in a market
that is not active. The adoption of this standard did not have a material impact
on the Company's financial statements.

         In February  2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial  Liabilities - Including an amendment of FASB
Statement  No.  115." SFAS No. 159 permits all entities to choose to measure and
report  many  financial  instruments  and  certain  other items at fair value at
specified  election dates. If such an election is made, any unrealized gains and
losses on items for which the fair value option has been elected are required to
be reported in earnings at each subsequent reporting date. In addition, SFAS No.
159 establishes  presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different  measurement  attributes for
similar  types  of  assets  and  liabilities.  We were  required  to  adopt  the
provisions  of SFAS No. 159 for  financial  statements  issued for fiscal  years
beginning  after  November 15, 2007. The adoption of SFAS No. 159 did not have a
material impact on our financial statements.

         In  December  2007,   the  FASB  issued  SFAS  No.   141(R),   Business
Combinations and SFAS No. 160,  Noncontrolling Interest in Financial Statements.
These  Statements  replace FASB Statement No. 141,  Business  Combinations,  and
requires an acquirer to recognize the assets acquired,  the liabilities assumed,
and  any  noncontrolling  interest  in the  acquiree  at the  acquisition  date,
measured  at their  fair  values as of that  date.  SFAS No.  141(R)  also makes
significant amendments to other Statements and other authoritative guidance. The
Statements are effective for years  beginning on or after December 15, 2008. The
adoption of this  statement  is not  expected  to have a material  impact on our
financial statements.  We expect that the adoption of this standard will have no
impact on our financial statements.

         In  March  2008,  the  FASB  issued  SFAS No.  161,  Disclosures  about
Derivative  Instruments and Hedging  Activities,  an amendment of FASB Statement
No. 133 (SFAS No. 161). SFAS No. 161 requires enhanced disclosures  regarding an
entity's derivative and hedging activities.  These enhanced  disclosures include
information regarding how and why an entity uses derivative instruments;  how to
account for derivative  instruments  and related hedge items under SFAS No. 133,
Accounting for Derivative  Instruments and Hedging  Activities,  and its related
interpretations;  and how derivative  instruments and related hedge items affect
an entity's financial position,  financial  performance and cash flows. SFAS No.
161 is effective  for financial  statements  issued for fiscal years and interim
periods beginning after November 15, 2008. The adoption of this statement is not
expected to have a material impact on our financial  statements.  We expect that
the adoption of this standard will have no impact on our financial statements.


Note 2.  Income Taxes
         ------------

         Sunshine (a "C"  corporation  for Federal  tax  purposes)  files a U.S.
Federal  income  tax  return.  Accordingly  at the  date of the  reorganization,
Sunshine provided for deferred income taxes for temporary differences (primarily
the reserve for impairment of PCS licenses) between the financial  statement and
tax bases of Sunshine's assets and liabilities.

                                       14

<PAGE>

         Valuation  allowances  have been  provided  for  deferred tax assets of
approximately $1.5 million at both December 31, 2008 and 2007  respectively,  as
the  realization  of such  assets is  dependent  upon the  generation  of future
taxable income during a period when such losses would be utilizable. The Company
currently has $3.7 million of federal operating tax loss carry forward, incurred
over the  years  starting  in year  2001  through  the  current  year.  The loss
carryover may be carried  forward 20 years which would expire  starting in 2021.
The ability to utilize this loss  carry-forward  is  dependent on the  Company's
ability to generate a taxable income prior to its expiration.


         Cumulative  temporary  differences at December 31, 2008 and 2007 are as
follows (amounts rounded):

                                    December 31, 2008     December 31, 2007
                                   -------------------   -------------------
Deferred tax assets:
Net operating losses               $        1,453,900    $        1,432,400
Other                                         107,000               107,000
                                   -------------------   -------------------
                                            1,560,900             1,539,400
Valuation allowance                        (1,560,900)           (1,539,400)
                                   -------------------   -------------------
                                   $                -    $                -
                                   ===================   ===================

         Income tax provision  (benefit)  for the years ended  December 31, 2008
and 2007 is comprised of (amounts rounded):

                                          2008                2007
                                    -------------------------------------
Current income tax benefit                        --                  --
Deferred income tax benefit                 ($21,500)           ($25,500)
Decrease in valuation allowance               21,500              25,500
                                    -------------------------------------
  Income tax benefit                $             --    $             --
                                    =====================================

         The reconciliation of the provision  (benefit) for income taxes for the
years ended December 31, 2008 and 2007, and the amount  computed by applying the
statutory federal income tax rate to net loss is as follows (amounts rounded):

                                               2008           2007
                                           ---------------------------
Tax benefit provision at statutory rate    $   (21,500)    $  (25,500)
State benefit                                        0              0
Increase in valuation allowance                 21,500         25,500
                                           ---------------------------
                                           $        --     $       --
                                           ============    ===========

         In  June  2006,  the  FASB  issued  Interpretation  No 48  ("FIN  48"),
"Accounting  for  Uncertainty in Income Taxes",  which  prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.  In
accordance  with FIN 48, the Company  must adjust the  financial  statements  to
reflect only those tax positions that are  more-likely-than-not  to be sustained
as of the adoption date. The Company adopted the provisions of FIN 48 on January
1, 2008. The adoption of FIN 48 did not have a material  impact on the financial
condition or results of operations.

         Based on the  evaluation,  the  Company  concluded  that  there  are no
significant  uncertain  tax  positions  requiring  recognition  in the financial
statements.  The  Company's  evaluation  was  performed  for the tax years ended
December  31,  2005,  2006 and  2007,  the tax years  which  remain  subject  to
examination  by major tax  jurisdictions  as of December 31, 2008.  In addition,
management  does not  believe the  Company  would be subject to any  interest or
penalties  relative  to any open tax years and,  therefore,  has not accrued any
such  amounts.  If the Company was to incur any  interest  and/or  penalties  in
connection with income tax  deficiencies,  management would classify interest in
the "interest  expense" category and classify  penalties in the "other operating
expenses" category within the statements of income.

                                       15
<PAGE>

Note 3 Litigation
       ----------

         The   Company   along   with   Fortunet   Communications,   L.P.,   our
predecessor-in-interest,  as well as Victoria G. Kane,  the sole  stockholder of
Fortunet Wireless  Communication  Corporation,  which was previously our largest
stockholder,  Karen E. Johnson,  our former Chief  Executive  Officer,  and LICT
Corporation  ("LICT"),  formerly  known  Lynch  Interactive  Corporation,  among
others,  were  named as  defendants  in a  lawsuit  brought  in 2001  under  the
so-called  "qui tam"  provisions  of the federal  False Claims Act in the United
States District Court for the District of Columbia.  The complaint  alleged that
the defendants  defrauded the United States  Government  (the  "Government")  by
creating   "sham"   bidding   entities  to   participate   in  certain   Federal
Communications   Commission  ("FCC")  spectrum  auctions   restricted  to  small
businesses  and  unfairly  obtained  bidding  credits and  favorable  government
financing in these and other spectrum auctions in the mid and late 1990's.

         In May 2006, a tentative  settlement was reached  pursuant to which the
defendants  agreed to pay the  Government  $130 million,  plus $9 million to the
counsel of the individual who brought the lawsuit as legal fees and expenses. In
June  2006,  the  defendants  reached  a  tentative  agreement   allocating  the
above-mentioned   settlement  amounts  among  themselves.   In  July  2006,  the
definitive settlement agreements with the Government and the Relator were signed
and approved by the federal judge hearing the case and the case was dismissed in
August 2006. In entering into the settlement agreements, the Company admitted no
liability  and the conduct  giving rise to the case is  expressly  excluded as a
basis for future administrative proceedings by the FCC.

         The defendants  have agreed to an allocation of the  settlement  amount
and the payment to the  Relator's  counsel  and the Company was not  required to
fund any portion thereof.  The defendants have not agreed among themselves as to
the share of litigation  costs each defendant  should  ultimately bear. To date,
LICT and certain other  defendants have paid all legal fees associated with this
action,  other  than the fees  the  Company  has  paid  and  accrued  under  the
indemnification  provisions  of the  agreement  on the sale of our  licenses  to
Cingular Wireless.  Prior to our becoming a public company, in 2001, LICT held a
significant   equity  ownership  position  in  our  Company  and  prior  to  the
acquisition of licenses by Cingular,  in 2005, LICT held notes,  preferred stock
and options to acquire our Class A Common Stock.  LICT and the other  defendants
have  funded   approximately   $8  million  of  the  legal  costs  not  directly
attributable to any particular  defendant (joint defense costs). It is currently
unclear to what extent those  defendants  (or any other  defendant)  may seek to
reimbursement  from  the  Company  for  part  or all  of  their  defense.  While
management  believes that it would be able to satisfy the Company's  obligations
under such a potential request with its current resources, there is no assurance
that  such  could be  accomplished.  The  Company  will  accrue a  liability  in
accordance  with SFAS No.  5,  when it is  probable  that a  liability  has been
incurred and the amount of the loss can be reasonably estimated.

         The Company does not have any insurance to cover the costs of defending
this lawsuit, which costs may be material.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.

Item 9A. Controls and Procedures.

         (a) Evaluation of Disclosure Controls and Procedures.
             ------------------------------------------------

         As required by Rule 15d-15 under the  Securities  Exchange Act of 1934,
as of the end of the period covered by this report,  the Company  carried out an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and procedures as of December 31, 2008. This evaluation was carried out
under the  supervision  and with the  participation  of our principal  executive
officer as well as our  principal  financial  officer,  who  concluded  that our
disclosure controls and procedures are effective.

                                       16

<PAGE>

         Disclosure  controls and procedures  are controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed in our
reports  filed or submitted  under the  Securities  Exchange  Act are  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that information  required to be disclosed in our reports filed under the
Exchange Act are  accumulated  and  communicated  to  management,  including our
principal executive officer and our principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure.

         (b) Management's Annual Report on Internal Control of Financial
             Reporting.
             -----------------------------------------------------------

         The  Company's   management  is  responsible   for   establishing   and
maintaining an adequate system of internal control over financial reporting,  as
defined  in the Rule  13a-15(f)  of the  Securities  Exchange  Act of  1934,  as
amended.  Management  conducted an assessment of the Company's  internal control
over financial reporting based on the framework  established by the Committee of
Sponsoring   Organizations  of  the  Treadway   Commission  (COSO)  in  Internal
Control-Integrated  Framework.  Based on the  assessment,  management  concluded
that, as of December 31, 2008,  the Company's  internal  control over  financial
reporting is effective.

         This  annual  report  does  not  include  an  attestation  report  of a
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to  attestation by a registered
public  accounting  firm  pursuant  to  temporary  rules of the  Securities  and
Exchange Commission that permits the Company to provide only management's report
in this annual report.

         (c)  Changes in Internal Control over Financial Reporting
              ----------------------------------------------------

         There was no significant  change in the Company's internal control over
financial  reporting  that occurred  during the most recently  completed  fiscal
quarter that materially affected,  or is reasonably likely to materially affect,
the Company's internal control over financial reporting.

Item 9B. Other Information.

         None.

                                    PART III
                                    --------

Item 10. Directors, Executive Officers and Corporate Governance.

         The  following  table sets forth the name,  business  address,  present
principal occupation,  employment history, positions, offices or employments for
the past five years and ages as of February 27, 2009 or our  executive  officers
and directors.  Members of the board are elected and serve for one-year terms or
until their successors are elected and qualify.

           Name            Age                        Position
    ------------------    ------      ------------------------------------------
    David S. Ahl            62        Chairman of the Board, Chief Executive
                                      Officer and Director
    Robert E. Dolan         57        Director and Assistant Secretary

         David S. Ahl has been Chief  Executive  Officer since June 2004 and has
been a Class B director  since  November 2000. Mr. Ahl is a marketer of start-up
entities.  Mr.  Ahl  first  gained  experience  in this  field as a  promotional
director for Young and Rubicam,  Inc. from 1984 to 1992.  Mr. Ahl co-founded and
helped  manage  Advance  Retail  Marketing,  a company that markets  coupons for
supermarkets,  from 1992 to 1994.  Mr. Ahl then  served as a general  manager of
Direct Media, the world's largest mailing list brokerage and management company,
from 1994 to 1998.  After  leaving  Direct  Media in 1998,  Mr. Ahl served as an
independent    marketing   consultant   for   GE   Capital,    AdKnowledge   and
CatalogCity.com. In 1999, Mr. Ahl became the head of Client Services for Message
Media, an e-mail  publishing  company.  Since 2000, Mr. Ahl has been involved in
performance  based  internet lead  generation  for  retailers.  He has developed
behavior based web offers with consumer  response  mechanics that  capitalize on
the convergence of wireless,  wireline,  VOIP voice, SMS TXT and email. Consumer
data capture  from mobile  devices  integrates  location  data.  Mr. Ahl's early
wireless technical experience includes Ham radio and one tour as a Naval Aviator
avionics officer.


                                       17
<PAGE>

         Robert E. Dolan has been our Assistant Secretary and a Class A director
since November 2000. Mr. Dolan is also the Interim Chief Executive  Officer (May
2006 to present) and Chief Financial Officer of LICT Corporation (formerly Lynch
Interactive  Corporation),  a  diversified  holding  company  with  subsidiaries
primarily engaged in multimedia (September 1999 to present),  and served in such
capacity for Lynch Corporation,  a diversified holding company with subsidiaries
engaged in the manufacture of electronics components and manufacturing equipment
(1993 to January 2000).  He is also the Chief  Financial  Officer since November
2001 of Morgan Group Holding Co., a public holding company.

Committees of the Board of Directors
------------------------------------

         We presently do not have an audit  committee,  compensation  committee,
nominating  committee,  an executive committee of our board of directors,  stock
plan committee or any other committees.  Currently, our full board-serves as the
audit committee and approves,  when applicable,  the appointment of auditors and
the  inclusion of financial  statements  in our periodic  reports.  Mr. Dolan is
deemed to be an "audit committee financial expert."

         We have not made any changes to the process by which  stockholders  may
recommend nominees to the board of directors since our last annual report.

Code of Ethics
--------------

         We  have  not  adopted   a   corporate  code of  ethics.  Our  board of
directors is considering  establishing,  over the next year, a code of ethics to
deter  wrongdoing and promote honest and ethical  conduct;  provide full,  fair,
accurate,  timely and understandable  disclosure in public reports;  comply with
applicable  laws;  ensure  prompt  internal  reporting of code  violations;  and
provide accountability for adherence to the code.

Legal Proceedings Involving Directors, Executive Officers and Control Persons
-----------------------------------------------------------------------------

         Neither of  our directors  or  executive  officers has been involved in
legal proceedings that would be material to an evaluation of our management.

Indemnification of Directors and Officers
-----------------------------------------

         Under Section 145 of the Delaware General  Corporation Law, the Company
has broad powers to indemnify  its directors  and officers  against  liabilities
they may incur in such  capacities.  The Company's  certificate of incorporation
provides  that its directors and officers  shall be  indemnified  to the fullest
extent permitted by Delaware law. The certificate of incorporation also provides
that the Company  shall,  to the fullest  extent  permitted by Delaware  law, as
amended  from  time to  time,  indemnify  and  advance  expenses  to each of its
currently acting and former directors, officers, employees and agents.

         Delaware law provides  that a  corporation  may limit the  liability of
each director to the corporation or its stockholders for monetary damages except
for liability:

o    for any breach of the director's  duty of loyalty to the corporation or its
     stockholders,
o    for  acts or  omissions  not in good  faith  or  that  involve  intentional
     misconduct or a knowing violation of law,
o    in respect of certain unlawful  dividend  payments or stock  redemptions or
     repurchases, and
o    for any  transaction  which  the  director  derives  an  improper  personal
     benefit.

         The Company's certificate of incorporation provides for the elimination
and limitation of the personal  liability of its directors for monetary  damages
to the fullest extent permitted by Delaware law. In addition, the certificate of
incorporation  provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director,  then the liability of
our directors shall be eliminated or limited to the fullest extent  permitted by
Delaware  law, as amended.  The effect of this  provision  is to  eliminate  the
Company's rights and its stockholders rights,  through stockholders'  derivative
suits,  to  recover  monetary  damages  against  a  director  for  breach of the
fiduciary duty of care as a director,  except in the situations described above.
This  provision  does  not  limit  or  eliminate  the  Company's  rights  or its
stockholders'  rights  to seek  non-monetary  relief  such as an  injunction  or
rescission in the event of a breach of a director's duty of care.

                                       18
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended,  may be permitted  for its  directors,  officers,  and
controlling persons,  pursuant to the foregoing  provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission this sort of indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is therefore unenforceable.

         At present,  there is no pending litigation or proceeding involving any
of our directors,  officers,  employees or agents where  indemnification will be
required or permitted.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

         To our  knowledge,  based  solely  upon our review of copies of reports
received by us pursuant to Section 16(a) of the Securities Exchange Act of 1934,
we believe that all of our  directors,  officers and  beneficial  owners of more
than 10 percent of our common  stock  filed all such  reports on a timely  basis
during 2008.

Item 11. Executive Compensation.

         The Company has not paid any compensation to any person,  including its
directors and executive officers, since inception. The Company does not have any
employment contracts with either of its executive officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         The following table sets forth information  concerning ownership of our
Class A common  stock as of March  10,  2009 each  person  known by us to be the
beneficial  owner of more than five percent of the common stock,  each director,
each executive officer,  and by all directors and executive officers as a group.
We believe  that each  stockholder  has sole voting  power and sole  dispositive
power with respect to the shares  beneficially  owned by him.  Unless  otherwise
indicated, the address of each person listed below is 65 Highland Road, Rye, New
York 10580.

                                                    Shares          Percentage
                                               ---------------  ----------------
Fortunet Wireless Communications Corporation           767,328             16.7%
Victoria G. Kane(2)                                    767,328             16.7%
Mario J.  Gabelli(3)                                829,980(4)             18.1%
LICT Corporation(5)                                    294,217              6.4%
Robert E.  Dolan                                        525(6)                 *
All Directors and Executive Officers as a
   Group (2 in total)                                      525                 *

*Less than 1%

(1)  A person is deemed to be the beneficial owner of voting securities that can
     be acquired by such person within 60 days upon the exercise of options and
     warrants and the conversion of convertible securities. Each beneficial
     owner's percentage ownership is determined by assuming that options,
     warrants or convertible securities that are held by such person (but not
     those held by any other person) and that are currently exercisable or
     convertible (i.e., that are exercisable or convertible within 60 days) have
     been exercised or converted.

(2)  Victoria G. Kane is the sole stockholder of Fortunet Wireless Communication
     Corporation, and therefore shares owned by Fortunet Wireless Communication
     Corporation are set forth in the table as beneficially owned by Victoria G.
     Kane. The address of Fortunet Wireless Communications Corporation and
     Victoria G. Kane is 350 Stuyvesant Avenue, Rye, New York 10580.

(3)  Includes shares beneficially owned by LICT. Mario J. Gabelli is a "control
     person" of LICT and therefore shares beneficially owned by LICT are set
     forth in the table as beneficially owned by Mr. Gabelli. Mr. Gabelli
     disclaims beneficial ownership of the shares held by LICT except for his
     interest therein. The address of Mr. Gabelli is 401 Theodore Fremd Avenue,
     Rye, New York 10580.

                                       19
<PAGE>

(4)  Includes (i) 350,014 shares owned directly by Mr. Gabelli (including 8,027
     held for the benefit of Mr. Gabelli under LICT Corporation's 401(k) Savings
     Plan), (ii) 10,750 shares owned by a charitable foundation of which Mr.
     Gabelli is a trustee, (iii) 175,000 shares owned by a limited partnership
     in which Mr. Gabelli is the general partner and has approximately a .5%
     interest and (iv) 294,117 shares of Class A common stock owned by LICT. Mr.
     Gabelli disclaims beneficial ownership of the shares owned by LICT, the
     foundation and by the partnership, except for his interest therein. The
     address of Mr. Gabelli is 401 Theodore Fremd Avenue, Corporate Center at
     Rye, Rye, NY 10580.

(5)  The address of LICT is 401 Theodore Fremd Avenue, Rye, New York 10580.

(6)  Includes 70 shares registered in the name of Mr. Dolan's children with
     respect to which Mr. Dolan has voting and investment power and 55 shares
     held for the benefit of Mr. Dolan under LICT Corporation's 401(k) Savings
     Plan.

         The Company does not have any compensation plans under which our equity
securities are authorized for issuance.


Item 13. Certain Relationships and Related Transactions, Director Independence.

         The Company did not engage in any transaction  with any related persons
for 2008 and 2007.

Director Independence

         The Board has  determined  that  currently  and at all times during the
year ended  December 31, 2008, its members are not  "independent"  as defined by
the listing  standards of the Nasdaq Stock  Market.  The Board  considers in its
evaluation of independence  any existing  related-party  transactions,  of which
there were none in 2008. The Board's  determination  is based on its belief that
Robert E.  Dolan  and  David S. Ahl are both  precluded  from  being  considered
independent since each currently serves as an executive officer of the Company.


Item 14. Principal Accountant Fees and Services.

Audit Fees

         The  aggregate  fees  billed by  Daszkal  Bolton  LLP for  professional
services  rendered  for the audit of the  Company  was $19,000 for year 2008 and
$19,500 for year 2007.  Daszkal  Bolton LLP billed the Company an  aggregate  of
$13,500 for reviews of the financial  statements  included in its quarterly Form
10-Q for each year 2008 and 2007.


Audit-Related Fees

         No  audit-related  fees were  billed by Daszkal  Bolton LLP for 2008 or
2007.

Tax Fees

         No tax fees were billed by Daszkal Bolton LLP for 2008 or 2007.

All Other Fees

         No other fees were  billed by  Daszkal  Bolton LLP for 2008 or 2007 for
services other than as set forth above.

Pre-Approval of Audit Fees

         The  Board of  Directors,  which  serves  as our  Audit  Committee,  is
responsible for pre-approving all audit and permitted  non-audit  services to be
performed for the Company by its  independent  auditors or any other auditing or
accounting firm. Unless a particular  service has received general  pre-approval
by  the  Board  of  Directors,   each  service  provided  must  be  specifically
pre-approved.  There were no non-audit  services  rendered by Daszkal Bolton LLP
for 2008 or 2007.



                                     PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit Number             Description
--------------             -----------

3.1      Amended and Restated Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3.1 of Sunshine PCS Corporation's
         Registration Statement on Form SB-2/A (File No.
         333-50948) (the "2001 SB-2")

3.2      Certificate of Amendment to the Amended and Restated Certificate of
         Incorporation of Sunshine PCS Corporation (incorporated by reference to
         Exhibit 3.2 of Sunshine PCS Corporation's Registration Statement on
         Form SB-2 (File No. 333-82116) (the "2002 SB-2"))

3.3      Certificate of Second Amendment of Certificate of Incorporation of
         Sunshine PCS Corporation

3.4      By-laws of Sunshine PCS Corporation (incorporated by reference to
         Exhibit 3.2 of the 2001 SB-2)

                                       20
<PAGE>

4.1      Form of Subordinated Note made by Sunshine PCS Corporation to Lynch PCS
         Corporation A (incorporated by reference to Exhibit 4.1 of the 2001
         SB-2)

4.2      Warrant issued by Sunshine PCS Corporation to LICT Corporation
         ("LICT"), formerly known as Lynch Interactive Corporation (incorporated
         by reference to Exhibit 4.2 of the 2001 SB-2)

10.1     Form of Option Agreements with Directors (incorporated by reference to
         Exhibit 10.2 of the 2001 SB-2)

10.2     Agreement and Plan of Merger dated February 12, 2001 by and between the
         Company and Fortunet Communications, L.P. (incorporated by reference to
         Exhibit 10.3 of the 2002 SB-2)

10.3     Amended and Restated Securities Issuance Agreement, dated February 1,
         2002, by and between the Company and LICT Corporation ("LICT"),
         formerly known as Lynch Interactive Corporation, (incorporated by
         reference from exhibit 10.4 of Sunshine PCS Corporation's registration
         statement on form SB-2 filed February 4, 2002)

10.4     Term Sheet between the Company and GrayLink Wireless Inc. (incorporated
         by reference from exhibit 10.5 of Sunshine PCS Corporation's
         registration statement on form SB-2 filed February 4, 2002)

10.5     Agreement for Purchase and Sale of Licenses dated August 18, 2003, by
         and between Sunshine PCS Corporation, Cingular Wireless LLC and for
         purposes of Articles X and XII, certain stockholders including LICT
         Corporation ("LICT"), formerly known as Lynch Interactive Corporation,
         (incorporated by reference to Exhibit 2.1 to Sunshine PCS Corporation's
         Form 8-K dated August 19, 2003)

31.1     Rule 15d-14(a) Certification of the Chief Executive Officer

31.2     Rule 15d-14(a) Certification of the Principal Accounting Officer

32.1     Section 1350 Certification of the Chief Executive Officer

32.2     Section 1350 Certification of the Principal Accounting Officer

                                       21

<PAGE>

                                   SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Rye, State of New
York on the 25 day of March, 2009



                                                  SUNSHINE PCS CORPORATION
                                                  By:/s/ David S. Ahl
                                                  Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated.

Signature                           Title                              Date
--------------------------------------------------------------------------------


/s/ David S. Ahl       Chairman of the Board of Directors,        March 25, 2009
----------------       Chief Executive Officer
David S. Ahl

/s/ Robert E. Dolan    Director and Assistant Secretary           March 25, 2009
-------------------
Robert E. Dolan

                                       22