SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark One)

[X]  Annual Report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934
                   For the Fiscal Year Ended December 31, 2007

                                       OR

  Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        Commission File Number 333-50948

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

         Delaware                                              30-0076986
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)
                                65 Highland Road
                               Rye, New York 10580
              (Address and zip code of principal executive offices)

       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 not  required  to file
reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange 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  [  ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

         The issuer's  revenues for the fiscal year ended December 31, 2007 were
$0.

         As of February 29, 2008,  the  aggregate  market value of the Company's
voting and  nonvoting  common equity held by  non-affiliates  of the Company was
approximately  US  $90,000,  which  value,  solely  for  the  purposes  of  this
calculation,  excludes  shares held by the Company'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 shares of the  Registrant's  Class A Common  Stock issued
and outstanding as of February 29, 2008 was 4,588,653.

<PAGE>

<TABLE>
<CAPTION>

                            SUNSHINE PCS CORPORATION
                                TABLE OF CONTENTS

                                                                                                          Page No.
 <S>                  <C>                                                                                   <C>
Item 1.     Description of Business                                                                          3

Item 2.     Description of Properties                                                                        3

Item 3.     Legal Proceedings                                                                               3-4

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

Item 5.     Market For Common Equity, Related Stockholder Matters and Small Business Issuer
            Purchases of Equity Securities                                                                   4

Item 6.     Management's Discussion and Analysis or Plan of Operation                                       4-6

Item 7.     Financial Statements                                                                           6-15

Item 8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure            15

Item 8A.    Controls and Procedures                                                                        15-16

Item 8B.    Other Information                                                                               16

Item 9.     Directors and Executive Officers of the Registrant                                              17

Item 10.    Executive Compensation                                                                          18

Item 11.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
            Matters                                                                                        18-19

Item 12.    Certain Relationships and Related Transactions                                                  19

Item 13.    Exhibits, List and Reports on Form 8-K                                                          19

Item 14.    Principal Accountant Fees and Services                                                          20

</TABLE>



                                       2
<PAGE>

                                     PART I

Item 1.  Description of Business

         We,  Sunshine  PCS  Corporation  ("Sunshine",  or  the  "Company")  are
currently a holding  company with  $509,360 in cash and cash  equivalents  as of
December  31, 2007.  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.  One  option  is to  make  a  further
distribution  of any  remaining  cash  after  all  accounts  payable  and  other
liabilities are satisfied, effectively liquidating the Company.

         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  personal  communications
services licenses to Cingular Wireless LLC ("Cingular") for $13,600,000 in cash.
Pursuant to the sale agreement,  we agreed to the customary  indemnification  of
Cingular Wireless,  including indemnification for losses, if any, resulting from
certain regulatory matters (see "Regulatory Matters" below) and losses resulting
from the  litigation  described  in  "Item 3.  Legal  Proceedings."  In  related
transactions,  we used a portion of the sales  proceeds  to  acquire  all of our
preferred stock and warrants held by LICT Corporation  ("LICT"),  formerly known
as 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 19, 2004, we made cash  distribution of $0.83 per share on our outstanding
Class A Common Stock.

Item 2.  Description of Properties

         We have no material 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,
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 1990s.

         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.  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

                                       3
<PAGE>

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

         None.

                                     PART II

Item 5.  Market  for  Common  Equity,  Related  Stockholder  Matters,  and Small
Business Issuer Purchases of Equity Securities.

         The Class A common stock trades on the  over-the-counter  market in the
Pink Sheets, under the symbol: SNSHA.PK. The following table sets forth the high
and low closing 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.

                                                          Low         High
                                                          ----------------------
2007 Fiscal Year:
  First Quarter                                           $  .002     $   .015
  Second Quarter                                          $  .015     $   .015
  Third Quarter                                           $  .015     $   .015
  Fourth Quarter                                          $  .01      $   .04

                                                          Low         High
                                                          ----------------------
2006 Fiscal Year:
  First Quarter                                           $  0.015    $  0.06
  Second Quarter                                          $  0.01     $  0.05
  Third Quarter                                           $  0.04     $  0.14
  Fourth Quarter                                          $  0.1125   $  0.12

         As of February  29, 2008,  there were  approximately  [700]  holders of
record of our Class A common stock.

         The Company has not paid a cash dividend  since the March 16, 2004 cash
distribution on our Class A common stock of $0.83 per share.  There are no legal
or contractual restrictions on the Company's ability to pay dividends;  however,
the 2004 cash  dividend is the only dividend  distribution  by the Company since
its inception.

         During the fiscal year ended  December  31,  2007,  the Company did not
sell any unregistered securities,  and did not repurchase any of its shares from
its shareholders.

Item 6.  Management's Discussion and Analysis or Plan 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.

                                       4
<PAGE>


Status

         We are continuing to evaluate all options available to Sunshine at this
time. One option is to make a further  distribution  of any remaining cash after
all  accounts   payable  and  other   liabilities  are  satisfied,   effectively
liquidating the company.

Results of Operations

         During the year ended December 31, 2007, our net loss was approximately
$68,000 as  compared  to net loss of  approximately  $20,000  for the year ended
December 31, 2006.

         During  the  year  ended  December  31,  2007,  the  Company   recorded
approximately  $93,000 in Expenses,  which  primarily  consist of accounting and
other professional fees associated with maintaining a public company status.

         During the year ended December 31, 2006, the Company recorded  $104,500
in Expenses which consist of accounting and other  professional  fees associated
with maintaining a public company status.

         Also during the year ended  December  31,  2006,  the Company  recorded
Other Income of approximately  $56,000 as a result of the reversal of previously
recorded  contingency of $40,000 in connection  with the sale of the licenses to
Cingular and reversal of accrual for state property  taxes of $16,000.  Pursuant
to the sale  agreement  with  Cingular  Wireless,  we  agreed  to the  customary
indemnifications,  including  indemnification  for losses resulting from certain
regulatory  matters and losses  resulting from the litigation  described  above.
Sunshine  considered  it highly  unlikely  that  Cingular  would  incur  losses;
however,  in accordance  with the provisions of Financial  Accounting  Standards
Board  ("FASB")  Interpretation,  No. 45 "Guarantor  Accounting  and  Disclosure
Requirements,"  as of December  31,  2003,  the Company  recorded a liability of
$40,000 which  represented the Company's best estimate of the fair value of such
indemnification.  On November  21, 2006,  the  Company's  obligation  under this
indemnification expired and the $40,000 liability was reversed.

         Investment  income was  approximately  $25,000 in 2007;  as compared to
approximately   $28,000  in  2006  as  higher  interest  rates  in  the  Company
investments  in the  United  States  Treasury  Securities  were  offset by lower
average investment balances.

Liquidity and Capital Resources

         At December 31, 2007, we had approximately $509,000 in cash as compared
to approximately  $580,000 at December 31, 2006. Absent a significant  change in
the Company, we expect to pay about $75,000 in costs and expenses in 2008.

Recently Issued Accounting Pronouncements

         In February 2007,  the Financial  Accounting  Standards  Board ("FASB")
issued Statement of Financial  Accounting  Standards ("SFAS") No. 159, "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
amendment  of FASB  Statement  No. 115" ("SFAS No.  159").  SFAS No. 159 permits
entities to elect to measure many financial  instruments and certain other items
at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value
option for eligible  items that exist at the adoption  date.  Subsequent  to the
initial  adoption,  the election of the fair value option should only be made at
initial recognition of the asset or liability or upon a remeasurement event that
gives rise to new-basis accounting. The decision about whether to elect the fair
value option is applied on an instrument-by-instrument  basis is irrevocable and
is applied only to an entire  instrument and not only to specified  risks,  cash
flows or portions of that instrument.  SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and liabilities to be carried
at fair value nor does it eliminate  disclosure  requirements  included in other
accounting standards. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007.  The Company is currently  evaluating  the impact of adopting
SFAS No. 159 on its financial position and results of operations.

         In  September   2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
Measurements"  (SFAS NO. 157").  SFAS No. 157 defines fair value,  establishes a
framework  for  measuring  fair value and expands  disclosures  about fair value
measurements.  SFAS No. 157 does not impose fair value measurements on items not
already accounted for at fair value; rather it applies, with certain exceptions,
to other  accounting  pronouncements  that  either  require or permit fair value
measurements.  On February  12,  2008,  the FASB issued FASB Staff  Position No.


                                       5
<PAGE>


157-2 which delayed the effective date to fiscal years  beginning after November
15,  2008,  and  interim  periods  within  those  fiscal  years.  The Company is
currently  evaluating  the  impact of  adopting  SFAS No.  157 on its  financial
position and results of operations.

         In June 2006, the Financial  Accounting  Standards  Board (FASB) issued
FASB  Interpretation  (FIN) No. 48,  Accounting for Uncertainty in Income Taxes,
which supplements Statement of Financial Accounting Standard No. 109, Accounting
for Income Taxes, by defining the confidence level that a tax position must meet
in order to be recognized in the financial  statements.  FIN 48 requires the tax
effect of a position to be recognized only if it is "more-likely-than-not" to be
sustained  based solely on its technical  merits as of the reporting  date. If a
tax position is not considered more-likely-than-not to be sustained based solely
on its technical merits,  no benefits of the position are recognized.  This is a
different   standard  for  recognition   than  was  previously   required.   The
more-likely-than-not  threshold must continue to be met in each reporting period
to support  continued  recognition  of a benefit.  At adoption,  companies  must
adjust their  financial  statements to reflect only those tax positions that are
more-likely-than-not  to be  sustained as of the adoption  date.  Any  necessary
adjustment is recorded  directly to opening  retained  earnings in the period of
adoption  and  reported as a change in  accounting  principle.  The adoption the
provisions of FIN 48 did not have a material  effect on the Company's  financial
statements.

         In September 2006, the Securities and Exchange  Commission issued Staff
Accounting  Bulletin  ("SAB")  No. 108,  "Considering  the Effects of Prior Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements". This Bulletin addresses quantifying the financial statement effects
of  misstatements,  including how the effects of prior year  uncorrected  errors
must be considered in  quantifying  misstatements  in the current year financial
statements.  This Bulletin is effective  for fiscal years ending after  November
15, 2006 and allows for a one-time transitional  cumulative effect adjustment to
beginning  retained earnings in the fiscal year adopted for errors that were not
previously deemed material,  but are material under the guidance in SAB No. 108.
The  adoption  of SAB No.  108 could  have an impact  on the  assessment  of the
financial statement effects of any potential future misstatements.

         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  require  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.


Quantative and Qualitative Analysis of Market Risk

         The Company is  minimally  exposed to changes in market risk because as
of December 31, 2007 the Company has no market sensitive assets or liabilities.

Off Balance Sheet Arrangements

         None.

Item 7.  Financial Statements

                                      INDEX
                            Sunshine PCS Corporation


Report of Independent Registered Public Accounting firm..................    7
Balance Sheets as of  December 31, 2007 and 2006.........................    8
Statements of Operations for the years ended December 31, 2007 and 2006..    9
Statement of Changes in Stockholders'
Equity for the years ended December 31, 2007 and 2006....................    10
Statements of Cash Flows for the years ended December 31, 2007 and 2006..    11
Notes to Financial Statements............................................  12-15



                                       6
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

         We have  audited  the  accompanying  balance  sheets  of  Sunshine  PCS
Corporation  (the  "Company")  as of December  31, 2007 and 2006 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 audit.

         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 of 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  audit  provides  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, 2007 and 2006 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/



                                       7
<PAGE>

<TABLE>
<CAPTION>

                            Sunshine PCS Corporation
                                 Balance Sheets
                        As of December 31, 2007 and 2006

                                                                   2007            2006
  Assets
      <S>                                                           <C>             <C>
 Cash and cash equivalents                                       $509,360        $580,307
 Other Assets                                                       2,743           3,767
                                                         --------------------------------
   Total Assets                                                  $512,103        $584,074
                                                         ================================
 Liabilities and stockholders' equity

 Liabilities

 Accounts payable                                                 $14,250         $18,500

 Stockholders' equity

 Class A: no par value Authorized shares-20,000,000;
  4,588,653 shares issued and outstanding at December 31,
  2007 and 2006                                                        --              --
 Class B: no par value Authorized shares-9,000,000; no
  shares outstanding at December 31, 2007 and 2006                     --              --
 Additional paid-in capital                                    80,514,012      80,514,012
 Accumulated deficit                                         (80,016,159)    (79,948,438)
                                                         --------------------------------
   Stockholders' equity                                           497,853         565,574
                                                         --------------------------------
   Total liabilities and stockholders' equity                    $512,103        $584,074
                                                         ================================

</TABLE>

See accompanying notes to financial statements.




                                       8
<PAGE>

                            Sunshine PCS Corporation
                            Statements of Operations
                 For the Years Ended December 31, 2007 and 2006


                                                 2007             2006

Interest income                                 $25,046          $28,405

Expenses:
  Professional Fees                            (35,503)         (43,324)
  General and administrative expenses          (57,264)         (61,169)
                                        --------------------------------
                                               (92,767)        (104,493)
                                        --------------------------------
Other Income:
   Reversal of previously recorded
    contingency accrual                              --           40,000
  Reversal of state property accrual                 --           16,000
                                        --------------------------------
                                                     --           56,000
                                        --------------------------------
Net loss                                      $(67,721)        $(20,088)
                                        ================================
Basic and diluted loss per common share         $(0.01)          $(0.00)
                                        ================  ==============
Weighted average shares used in basic
 computation                                  4,588,653        4,588,653
                                        ================  ==============



See accompanying notes to financial statements


                                       9
<PAGE>

<TABLE>
<CAPTION>

                            Sunshine PCS Corporation
                        Statement of Stockholders' Equity
                 For the Years Ended December 31, 2007 and 2006

                                  Shares of     Shares of
                                   Class A       Class B
                                    Common        Common      Additional
                                    Stock         Stock        paid-in      Accumulated   Stockholders'
                                 Outstanding   Outstanding     capital        Deficit        equity

    <S>                                <C>         <C>            <C>           <C>             <C>
Balance at January 1, 2006          4,588,653            --   $80,514,012  $(79,928,350)       $585,662
Net loss                                                               --       (20,088)       (20,088)
                                 ----------------------------------------------------------------------
    Balance at December 31, 2006    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
                                 ======================================================================
</TABLE>


         See accompanying notes to financial statements


                                       10
<PAGE>


                            Sunshine PCS Corporation
                            Statements of Cash Flows
                 For the Years ended December 31, 2007 and 2006

                                                  2007               2006
                                             ----------------------------------
Operating activities
Net loss.................................      $  (67,721)         $  (20,088)
Adjustments to reconcile net loss to cash
used in operating activities:
Reversal of previously recorded accruals               - -            (56,000)
Decrease in other                                    1,024             1,075
assets....................
Decrease in accounts payable ............          (4,250)            (36,600)
                                             ----------------------------------
Net cash used in operating
activities..............................          (70,947)           (111,613)


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

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

Net change in cash.......................         (70,947)           (111,613)
Cash and cash equivalents at
beginning of year........................          580,307             691,920
                                             ----------------------------------
Cash and cash equivalents at end of
year.....................................         $509,360            $580,307
                                             ==================================

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

See accompanying notes to financial statements



                                       11
<PAGE>

                            Sunshine PCS Corporation
                          Notes to Financial Statements

                                December 31, 2007

1.  Organization

         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.  One
option  is to make a  further  distribution  of any  remaining  cash  after  all
accounts payable and other  liabilities are satisfied,  effectively  liquidating
the Company

         On December 31, 2003, Cingular Wireless LLC ("Cingular"), pursuant to a
definitive agreement,  executed on August 18, 2003 ("Sale Agreement"),  acquired
all of the Company's three personal  communications  services licenses for total
net  proceeds of $13.6  million.  During  2003,  the  Company  recorded an $11.1
million  gain on the sale of our PCS licenses  (proceeds  of $13.6  million less
$0.2 million expenses of sale over the remaining  carrying value of the licenses
of $2.4  million).  Also during  2003,  the  Company  accrued  $0.5  million for
Director  Compensation that was attributable to their efforts in 2003, primarily
the sale of the PCS licenses to Cingular. This amount was paid in 2004.

         Pursuant to the Sale  Agreement,  the Company  agreed to the  customary
indemnification of Cingular, including indemnification for losses resulting from
certain  regulatory matters and losses resulting from the "qui tam" lawsuit that
is described in Note 5. Although the Company  considered it highly unlikely that
it would be called upon to  indemnify  Cingular  for any losses  pursuant to the
Sale  Agreement,  in  accordance  with the  provisions  of Financial  Accounting
Standards  Board  ("FASB")  Interpretation,  No. 45  "Guarantor  Accounting  and
Disclosure  Requirements,",  the Company  recorded a liability  of $40,000 as of
December 31, 2003 which  represented  the  Company's  best  estimate of the fair
value of such  indemnification.  On November 21, 2006, the Company's  obligation
under this indemnification expired and the $40,000 liability was reversed.

2.  Accounting and Reporting Policies

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 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 $100,000.
During 2007 and 2006, balances in these accounts never exceeded $100,000.

                                       12
<PAGE>


         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  $6,000 and $80,000 at  December  31, 2007 and
2006, 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.

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.

         Valuation  allowances  have been  provided  for  deferred tax assets of
approximately $1.5 million at both December 31, 2007 and 2006  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 $3.6 million of net federal  operating  tax loss carry  forwards,
generated in 2001 through  2006,  expiring in the years 2021  through  2026.  In
addition, the Company has approximately $4.9 million of state net operating loss
carry forwards expiring in the years 2021 through 2025.

         Cumulative  temporary  differences at December 31, 2007 and 2006 are as
follows (amounts rounded):

                                    December 31, 2007        December 31, 2006
                                 ----------------------    ---------------------
Deferred tax assets:
Net operating losses...........   $       1,432,400         $       1,406,900
Other..........................             107,000                   107,000
                                 ----------------------    ---------------------
                                          1,539,400                 1,513,900
Valuation allowance............          (1,539,400)               (1,513,900)
                                 ----------------------    ---------------------
                                  $               -         $               -
                                 ======================    =====================


         Income tax provision  (benefit)  for the years ended  December 31, 2007
and 2006 is comprised of (amounts rounded):

                                            2007                      2006
                                 -----------------------------------------------
Current income tax benefit                          --                     --
Deferred income tax benefit                  ($25,500)               ($7,500)
Valuation allowance                             25,500                  7,500
                                 -----------------------------------------------
  Income tax benefit                               $--                   $- -
                                 ===============================================


         The reconciliation of the provision  (benefit) for income taxes for the
years ended December 31, 2007 and 2006, and the amount  computed by applying the
statutory federal income tax rate to net loss is as follows (amounts rounded):

                                       13
<PAGE>


                                                          2007        2006
                                                 ----------------------------
Tax benefit provision at statutory rate .........   $ (23,000)     $(6,800)
State taxes, net of federal benefit..............      (2,500)        (700)
Increase in valuation allowance..................       25,500        7,500
                                                 ----------------------------
                                                 $          --    $       --
                                                 =============   ============

Recently Issued Accounting Pronouncements

         In February 2007,  the Financial  Accounting  Standards  Board ("FASB")
issued Statement of Financial  Accounting  Standards ("SFAS") No. 159, "The Fair
Value  Option for  Financial  Assets and  Financial  Liabilities  - Including an
amendment  of FASB  Statement  No. 115" ("SFAS No.  159").  SFAS No. 159 permits
entities to elect to measure many financial  instruments and certain other items
at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value
option for eligible  items that exist at the adoption  date.  Subsequent  to the
initial  adoption,  the election of the fair value option should only be made at
initial recognition of the asset or liability or upon a remeasurement event that
gives rise to new-basis accounting. The decision about whether to elect the fair
value option is applied on an instrument-by-instrument  basis is irrevocable and
is applied only to an entire  instrument and not only to specified  risks,  cash
flows or portions of that instrument.  SFAS No. 159 does not affect any existing
accounting literature that requires certain assets and liabilities to be carried
at fair value nor does it eliminate  disclosure  requirements  included in other
accounting standards. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007.  The Company is currently  evaluating  the impact of adopting
SFAS No. 159 on its financial position and results of operations.

         In  September   2006,  the  FASB  issued  SFAS  No.  157,  "Fair  Value
Measurements"  (SFAS NO. 157").  SFAS No. 157 defines fair value,  establishes a
framework  for  measuring  fair value and expands  disclosures  about fair value
measurements.  SFAS No. 157 does not impose fair value measurements on items not
already accounted for at fair value; rather it applies, with certain exceptions,
to other  accounting  pronouncements  that  either  require or permit fair value
measurements.  On February  12,  2008,  the FASB issued FASB Staff  Position No.
157-2 which delayed the effective date to fiscal years  beginning after November
15,  2008,  and  interim  periods  within  those  fiscal  years.  The Company is
currently  evaluating  the  impact of  adopting  SFAS No.  157 on its  financial
position and results of operations.

         In June 2006, the Financial  Accounting  Standards  Board (FASB) issued
FASB  Interpretation  (FIN) No. 48,  Accounting for Uncertainty in Income Taxes,
which supplements Statement of Financial Accounting Standard No. 109, Accounting
for Income Taxes, by defining the confidence level that a tax position must meet
in order to be recognized in the financial  statements.  FIN 48 requires the tax
effect of a position to be recognized only if it is "more-likely-than-not" to be
sustained  based solely on its technical  merits as of the reporting  date. If a
tax position is not considered more-likely-than-not to be sustained based solely
on its technical merits,  no benefits of the position are recognized.  This is a
different   standard  for  recognition   than  was  previously   required.   The
more-likely-than-not  threshold must continue to be met in each reporting period
to support  continued  recognition  of a benefit.  At adoption,  companies  must
adjust their  financial  statements to reflect only those tax positions that are
more-likely-than-not  to be  sustained as of the adoption  date.  Any  necessary
adjustment is recorded  directly to opening  retained  earnings in the period of
adoption  and  reported as a change in  accounting  principle.  The adoption the
provisions of FIN 48 did not have a material  effect on the Company's  financial
statements.

         In September 2006, the Securities and Exchange  Commission issued Staff
Accounting  Bulletin  ("SAB")  No. 108,  "Considering  the Effects of Prior Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements". This Bulletin addresses quantifying the financial statement effects
of  misstatements,  including how the effects of prior year  uncorrected  errors
must be considered in  quantifying  misstatements  in the current year financial
statements.  This Bulletin is effective  for fiscal years ending after  November
15, 2006 and allows for a one-time transitional  cumulative effect adjustment to
beginning  retained earnings in the fiscal year adopted for errors that were not
previously deemed material,  but are material under the guidance in SAB No. 108.
The  adoption  of SAB No.  108 could  have an impact  on the  assessment  of the
financial statement effects of any potential future misstatements.

                                       14
<PAGE>


         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.


3.  Loss Per Share

         The loss per share has been calculated based on actual number of shares
outstanding.  Warrants options and the convertible  preferred have been excluded
from the  computation  of diluted loss per share for all periods for which there
are losses because their issuance would have the effect of reducing the loss per
share.

4.  Stock Options

         As  compensation  for  their  services  as  members  of  the  Board  of
Directors,  on February 14, 2001, which was prior to a public trading market for
our stock, Sunshine granted its directors options to purchase 150,000 shares. In
addition,  it granted  its  non-employee  Chief  Executive  Officer  options for
130,000 shares. All of options are to purchase shares of Class A Common Stock at
$.75 per share.  Such options  vested over a three-year  period from the date of
grant and expired five years from the date of grant, February 13, 2006.

         On January 18, 2002,  the Company's  Board of Directors  authorized the
issuance of options for 50,000  shares of Class A common  stock to a third party
in connection  with the  construction  of equipment.  The exercise  price of the
options is $2.50 per share and the option expired on January 18, 2007.

5.       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


                                       15
<PAGE>


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  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

         There were no  disagreements  with our  independent  registered  public
accountants over this period.

Item 8A.  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.  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.

         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, 2007,  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 permit 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 8B.  Other Information

         None.



                                       16
<PAGE>

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

         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 March 24, 2007 or our executive  officers and
directors.  Members of the board are  elected  and serve for  one-year  terms or
until there successors are elected and qualify.

      Name              Age                       Position
--------------------  ------  --------------------------------------------------
David S.  Ahl           61    Chairman of the Board, Chief Executive Officer
                              and Director
Robert E.  Dolan        56    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.

         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 of serves as
the audit 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  shareholders  may
recommend nominees to the board of directors since our last annual report.

Code of Ethics

         We have not yet  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  and  executive  officers has been involved in
legal proceedings that would be material to an evaluation of our management.


                                       17
<PAGE>


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 2007.

Item 10.  Executive Compensation

         No executive  officer  received  compensation  or  perquisites or other
personal benefits, securities or property during fiscal years ended December 31,
2005, 2006 or 2007.

Options Outstanding

         None

Directors Compensation

         None

Employment Contracts

         None

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

         The following table sets forth information  concerning ownership of our
common stock as of March 10, 2007 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 (4 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

                                       18
<PAGE>


     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.

(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.

 Item 12.  Certain Relationships and Related Transactions

         We were  incorporated  on July 13,  2000,  and on  February  14,  2001,
succeeded to the rights and  obligations  of Fortunet  Communications,  L.P., in
which  LICT held 49.9% of the  equity.  At that time,  LICT  received  2,821,766
shares of our  Class A common  stock in  exchange  for the  equity  in  Fortunet
Communications,  L.P. LICT then distributed those shares to its stockholders. We
also separately issued 235,294 shares of Class A common stock to LICT.

         Robert E. Dolan, our Assistant  Secretary and Director,  is the Interim
Chief Executive Officer and Chief Financial Officer of LICT.

Item 13.  Exhibits, List and Reports on Form 8-K

         (a)      Exhibits

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)

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)


                                       19
<PAGE>


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

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's  2007  and  2006  financial
statements  was $19,500 and $18,500  respectively.  The aggregate fees billed by
Daszkal Bolton LLP for  professional  services  rendered for their review of the
financial  statements  included in the Company's Forms 10-Q was $13,500 for 2007
and $12,000 for 2006.

Audit-Related Fees

         No  audit-related  fees were  billed by Daszkal  Bolton LLP for 2007 or
2006.

Tax Fees

         No tax fees were billed by Daszkal Bolton LLP for 2007 or 2006.

All Other Fees

         No other fees were  billed by Daszkal  Bolton  LLP for 2007 or 2006 for
services  other than as set forth above.



                                       20
<PAGE>

Board's Pre-Approval Policies and Procedures

         The Board of Directors has  established a  pre-approval  procedure with
respect  to the  provision  of  services  other  than  audit by its  independent
auditor.  For the  fiscal  years  ended  2007 and 2006,  the Board of  Directors
considered  that the provisions of all non-audit  services were  compatible with
maintaining the independence of its independent auditor.


                                       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 26th day of March, 2007.

                                 SUNSHINE PCS CORPORATION


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


                                POWER OF ATTORNEY

         Know  all men by these  presents,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Robert E. Dolan his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities,  to sign any and all  amendments to this Form 10-KSB and to file the
same, with exhibits thereto, and other documents in connection  therewith,  with
the Securities and Exchange Commission,  granting unto said attorney-in-fact and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent or either of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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 26, 2008
   ----------------      Chief Executive Officer
   David S. Ahl

   /s/ Robert E. Dolan   Director and Assistant Secretary      March 26, 2008
   -------------------
   Robert E. Dolan


                                       22