UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant ~~PURSUANT~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~TO SECTION~~June 1, ~~13 OR 15(D) OF THE~~2007

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(date of earliest event reported)

Date of report (Date of earliest event reported): June 14, 2006

U.S. WIRELESS DATA, INC.

(Exact ~~Name~~ name of Registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	0-22848	84-1178691
(State or Other Jurisdiction of Incorporation)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
1-22848	84-1178691
(Commission File Number)	(IRS Employer Identification No.)

2121 Avenue of the Stars, Suite 1650, Los Angeles, CA		90067
(Address of Principal Executive Offices)		(Zip Code)

2728 Orchard Parkway
San Jose, California 95134-2012

(~~310) 601-2500 (Registrant’s Telephone Number, Including Area Code) (Former Name or Former~~ Address, ifof ~~Changed~~principal ~~Since~~executive ~~Last Report~~offices)

(408) 625-2700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oSection 5 ~~Soliciting~~— ~~material~~Corporate ~~pursuant~~Governance toand ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Management

oItem ~~Pre-commencement~~5.02 ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14d-2(b)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240.14d-2(b))~~Certain Officers; Compensatory Arrangements of Certain Officers

oAppointment ~~Pre-commencement~~of ~~communications~~Executive ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Officer.~~13e-4(c))~~

~~Item~~ On June 1~~.01~~, ~~Entry~~2007, ~~into~~the acompany ~~Material~~appointed ~~Definitive~~Christopher ~~Agreement~~Dunn as its new Chief Financial Officer.

OnPrior to joining the company, from November 2005 to May 2007, Mr. Dunn was the Executive Vice ~~June 14~~President and Chief Financial Officer of Covad Communications Group Inc., ~~2006~~a publicly held San Jose, California-based Ubroadband provider of integrated voice and data communications nationwide.S From May 2005 to November 2005 Mr. Dunn ~~Wireless~~as ~~Data~~the Vice President of Financial Planning and Analysis for Cover Communications. Prior to joining Covad, Mr. Dunn served as Chief Operating Officer and Chief Financial Officer of Santa Cruz Networks, Inc., a ~~Delaware~~privately-held ~~corporation~~company ~~(“USWD”)~~providing ~~entered~~voice, ~~into~~video and andata ~~Agreement~~over ~~and~~IP ~~Plan~~solutions. Mr. Dunn joined Santa Cruz Networks as Vice President of ~~Merger~~Finance ~~(“Agreement”)~~in ~~with~~July 2003, ~~StarVox~~was ~~Acquisition~~promoted to Vice President of Finance and Operations in September 2003 and was promoted to Chief Operating Officer and Chief Financial Officer in January 2004, ~~Inc~~where he served until April 2005. Mr. Dunn previously served as Director of Business Risk Management and Director of Corporate Development at UnitedHealth Group, a ~~California~~ publicly traded health care corporation, ~~and~~from October 2002 to July 2003. Prior to that, Mr. Dunn held positions at Pacific Venture Capital, LLC, a wholly-owned subsidiary of ~~USWD~~PG&E ~~(“Merger~~Corporation, ~~Sub”)~~ and ~~StarVox~~ ~~Communications,~~PG&E ~~Inc~~Corporation. Mr. Dunn joined Pacific Venture Capital as a Principal ~~California~~in ~~corporation~~January 2000, (was ~~“StarVox”)~~promoted to Director in November 2000 and was brought into PG&E Corporation as Director of Strategic Planning and Corporate Development in January 2002, where he served until October 2002.

~~The~~As an executive officer of the company, Mr. Dunn will receive an initial annual base salary of $275,000 and a bonus under the company’s executive annual bonus program in an amount to be agreed. Mr. Dunn also will be granted stock options under the company’s 2007 Stock Plan for shares of common stock of the company as shall equal 1% of the fully diluted capital of the company immediately following isthe completion of an equity financing for not less than $30 million. These options will have a ~~summary~~per share exercise price equal to the fair market value of the ~~material~~common ~~terms~~stock on the date of grant as determined by the Board, and ~~conditions~~will vest over a four year period at the rate of 25% of the option shares on the first anniversary of his employment date and the balance at the ~~Agreement:~~rate of 1/48 for every month thereafter of continued service.

~~The Agreement~~In ~~provides that at~~ the ~~closing~~event of ~~the~~a ~~merger,~~change ~~the~~of ~~shares~~control of ~~StarVox common~~the ~~and~~company ~~preferred~~(whether ~~stock~~by ~~issued~~way ~~and~~of ~~outstanding~~merger, ~~immediately~~sale ~~prior~~of toassets ~~the~~or ~~effective~~similar ~~time~~transaction) ofand ~~the~~Mr. Dunn ~~merger~~were ~~shall~~to be ~~converted~~involuntarily onterminated aas ~~pro~~an ~~rata~~employee ~~basis~~within 12 ~~automatically~~months ~~into~~of ~~the~~such ~~right~~event, tohe ~~receive~~would ~~451.004079~~be ~~shares~~entitled ofto ~~fully~~receive ~~paid~~a ~~and non-assessable~~lump ~~shares~~sum ofcash ~~USWD~~payment ~~preferred~~equal ~~stock~~to ~~which,~~12 months’ salary; ~~when~~100% ~~converted,~~of ~~will~~his ~~equal 18,494,534~~targeted ~~fully~~annual ~~paid~~bonus ~~and~~under ~~non-assessable~~the ~~shares~~company’s ofexecutive ~~USWD~~annual ~~common~~bonus ~~stock.~~program ~~Following~~pro ~~the~~rated ~~closing~~for of the ~~merger,~~length ~~USWD~~of ~~will~~time ~~seek~~he ~~stockholder~~was ~~approval~~employed toduring ~~amend~~the ~~its certificate~~performance ofperiod; ~~incorporation~~healthcare tocoverage ~~increase~~at the ~~its~~company’s ~~authorized~~expense ~~common~~for ~~stock.~~up Atto ~~that time,~~12 months ~~all~~following ~~USWD~~his ~~preferred~~termination; ~~stock~~and ~~issued~~50% inacceleration ~~the~~of ~~merger will automatically convert~~any tothen ~~USWD~~unvested ~~common~~ stock options.

~~The Agreement~~Apart ~~contains~~from ~~representations~~a ~~and~~change ~~warranties~~ of ~~each of USWD and StarVox~~control, as ~~applicable,~~in ~~relating to, among other things, (a) proper corporate organization and similar corporate matters, (b) subsidiaries (c) capitalization, (c)~~ the ~~authorization,~~event ~~performance and enforceability of the Agreement, (d)~~Mr. ~~licenses and~~Dunn ~~permits,~~were ~~(e)~~to ~~compliance,~~be ~~(f)~~involuntarily ~~holding of leases and ownership of other properties~~terminated, ~~(g) material contracts, (h) compliance with applicable laws and~~he ~~(i) corporate approval.~~

~~Each~~2 of USWD and StarVox has agreed to continue to operate its business in the ordinary course prior to the closing of the merger and additional material covenants include that (i) each party shall obtain all necessary approvals; (ii) each party shall protect confidential information and maintain the confidentiality of the other's proprietary information; and (iii) until termination of the Agreement, not to solicit or accept an alternative acquisition proposal, as such term is defined in the Agreement.

~~At the effective~~would ~~time of the merger, each outstanding option to acquire StarVox capital stock, whether vested or unvested, will~~ be ~~assumed by USWD and will be deemed~~ ~~to constitute an option to acquire, on the same terms and conditions, the same number of shares of USWD common stock as the holder of such option would have been~~ entitled to receive ~~pursuant~~12 months to the merger had such holder exercised such option in full including unvested shares, immediately prior to the effective time. At closing, USWD will issue warrants to acquire shares of ~~USWD~~salary ~~Preferred Stock,~~continuation; ~~which~~and ~~such~~acceleration ~~number~~ of ~~shares~~any ofthen ~~USWD Preferred Stock to be~~unvested ~~based~~stock ~~on the~~options ~~exchange~~or ~~ratio used in the merger, to existing warrant holders of StarVox such that the holder of such warrants upon exercise will receive that number of~~ shares of ~~USWD~~restricted ~~common~~ stock as ~~such~~if ~~holder~~he ~~would have been entitled to receive pursuant to the merger~~ had ~~such~~continued ~~holder~~his ~~exercised~~employment ~~such~~for ~~warrants~~an ~~immediately~~additional ~~prior to~~6 months ~~the~~from ~~effective time of~~ the ~~merger,~~ ~~with~~employment ~~the~~termination ~~same expiration~~ date ~~as currently exists and at a per share exercise price proportionately adjusted for the exchange ratio~~.

~~The obligations of USWD and StarVox to consummate the merger are subject to certain closing conditions, including: (i) the acquisition of Capital Telecommunications Inc~~Mr. Dunn bywill ~~StarVox~~also shall have been completed, (ii) all representations and warranties of the parties contained in the Agreement are true and correct, except where any breach of such representations or warranties would not reasonably be ~~expected~~entitled to ~~have~~receive athe ~~“material~~same ~~adverse~~healthcare ~~effect”~~benefits (as ~~defined~~other insimilarly ~~the~~situated ~~Agreement)~~employees ~~and~~of ~~(iii) each party shall have performed and complied with all agreements and covenants required by~~ the ~~Agreement, except where any failure~~company ~~to perform or comply will not have a “material adverse effect” on USWD.~~

~~At the effective~~There ~~time~~are ofno ~~the~~relationships ~~merger,~~or ~~the~~related ~~number~~transactions ofbetween ~~directors~~Mr. Dunn toand ~~be seated on~~ the ~~USWD board~~company ofthat ~~directors~~would ~~will~~ be required ~~expanded~~ to ~~six~~be ~~positions,~~reported ~~and~~under ~~the~~Item ~~parties~~401(d) ~~will appoint~~or ~~three~~404(a) ~~additional~~of ~~directors from the current StarVox board to fill the vacancies created by the expansion~~Regulation S-K.

~~The~~SIGNATURE Merger Agreement may be terminated at any time prior to the closing, as follows: (i) by mutual written consent of USWD and StarVox; (ii) by either USWD or StarVox if the Merger is not consummated by September 30, 2006; (iii) by either USWD or StarVox if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger; or (iv) subject to a 30-day cure period, by either USWD or StarVox if the other party has breached any of its covenants or representations and warranties in any material respect.

~~The Agreement~~ Pursuant ~~and~~to ~~Plan~~the requirements of ~~Merger~~the isSecurities ~~attached~~Exchange ~~hereto~~Act of 1934, as ~~Exhibit~~amended, ~~2.1.~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

InDate: ~~connection with the Agreement, on~~ June ~~14, 2006,~~ ~~USWD provided a senior secured loan in the amount of $3~~6,~~200,000~~ ~~to StarVox. The~~2007 loan has an initial maturity of September 30, 2006. The loan provides for an interest rate of 10% per annum and is secured by the assets of StarVox. The senior secured promissory note of StarVox evidencing the loan is attached hereto as Exhibit 10.1.

~~ITEM 8~~U.01S. ~~OTHER~~WIRELESS ~~EVENTS~~DATA, INC. By: /s/ Thomas Rowley Chief Executive Officer

~~On June 16, 2006, USWD issued a press release announcing that it had signed an Agreement and Plan of Merger with StarVox and that it provided StarVox with a $~~3~~,200,000 loan for working capital. The press release announcing~~ ~~the execution of these documents is attached hereto as Exhibit 99.1.~~

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

2.1 Agreement and Plan of Merger dated as of June 14, 2006, among U.S. Wireless Data, Inc., StarVox Acquisition, Inc., and StarVox Communications, Inc.

10.1 $3,200,000 Senior Secured Promissory Note of StarVox Communications, Inc.

99.1 Press Release dated June 16, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. WIRELESS DATA, INC.
Date: June 20, 2006	By:	/s/ Robert Ellin
		Robert Ellin
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number Description

2.1 Agreement and Plan of Merger dated as of June 14, 2006, among U.S. Wireless Data, Inc., StarVox Acquisition, Inc., and StarVox Communications, Inc.

10.1 $3,200,000 Senior Secured Promissory Note of StarVox Communications, Inc.

99.1 Press Release dated June 16, 2006.

Filing Compare · StarVox Communications, Inc. /DE/