UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~REPORTPURSUANT~~ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~of report (Date of earliest event reported) January ~~March 26~~7, ~~2004~~2005

U.S. ~~WIRELESS DATA~~Wireless Data, ~~INC~~Inc. (Exact Name of Registrant as Specified in Its Charter)

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

Delaware
(State or Other Jurisdiction of Incorporation)

750 Lexington Avenue, New York, New York 10022 (Address of principal executive offices including zip code)


1-22848		84-1178691
(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (212) 750-7766


420 Lexington Ave, Suite 2450, New York, NY		10170
(Address of Principal Executive Offices)		(Zip Code)

~~ITEM 5.~~(646) ~~OTHER~~452-6128 (Registrant’s ~~EVENTS.~~Telephone Number, Including Area Code)

On750 ~~March~~Lexington 26Avenue, ~~2004, we filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of~~ New York ~~(the “Bankruptcy Court”)~~, inNew reYork ~~U.S. Wireless Data, Inc., Case Number~~10022 ~~04-12075. We will continue to operate our business as a debtor-in-possession~~ (~~“DIP”)~~Former ~~under~~Name ~~the~~or ~~jurisdiction~~Former ofAddress, ~~the~~if ~~Bankruptcy~~Changed ~~Court and~~Since inLast ~~accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.~~ Report)

InCheck ~~connection with~~ the ~~filing,~~appropriate webox ~~issued~~below aif ~~press~~the ~~release~~Form ~~announcing that we had executed an agreement with NBS Synapse Corporation to sell our Synapse point~~8-~~of-sale~~K ~~gateway~~filing ~~business~~is tointended ~~NBS for $2.85 million in cash plus up~~ to ~~$2.15 million credit for free payment processing services to be rendered to us for our vending operations plus the assumption of certain liabilities. We~~ simultaneously ~~announced~~satisfy ~~that we had reached agreement with SANI Operating Co., LLC to sell our vending operations, including~~ the ~~$2.15~~filing ~~million~~obligation ~~credit for free payment processing services from NBS, for $1.6 million in cash plus the assumption~~ of ~~certain~~ ~~liabilities. We have also arranged DIP financing with SANI in order to fund our ongoing operations during~~ the ~~bankruptcy~~registrant ~~process~~under ~~and~~any ~~through the sales close. The full text~~ of the ~~press~~following provisions ~~release~~(see isGeneral ~~attached~~Instruction ~~as Exhibit 99~~A.~~1 hereto~~2. below):

~~In addition,~~ onWritten ~~March~~communications ~~29,~~pursuant ~~2004, Amy Newmark resigned as a member of our Board of Directors in order~~ to ~~pursue~~Rule ~~other~~425 ~~opportunities.~~under Wethe ~~would~~Securities ~~like~~Act to(17 ~~thank~~CFR ~~Amy for her past efforts and dedication to us and wish her continued success in her future endeavors~~230. 425)

~~On March~~ ~~12,~~Soliciting ~~2004,~~material wepursuant ~~were~~to ~~served~~Rule ~~with~~14a-12 aunder ~~complaint filed by U.S.A. Technologies, Inc. in~~ the ~~District~~Exchange ~~Court~~Act ~~for~~(17 ~~the~~CFR District of Delaware, alleging infringement of one patent relating to certain aspects of our technology to enable vending machines to accept credit cards and seeking unspecified damages and injunctive relief240. ~~We believe this suit is without merit and intend to vigorously defend such action. The suit has been stayed by virtue of our bankruptcy filing.~~ 14a-12)

~~ITEM~~ ~~7. FINANCIAL~~Pre-commencement ~~STATEMENTS,~~communications ~~PRO~~pursuant ~~FORMA~~to ~~FINANCIAL~~Rule ~~INFORMATION~~14d-2(b) ~~AND~~under ~~EXHIBITS~~the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits.~~ under the Exchange Act (17 CFR 240.13e-4(c))

~~10.1~~Item ~~Agreement of Purchase and Sale, dated as of March 26, 2004, by and between U~~4.S.01 Changes ~~Wireless~~in ~~Data,~~Registrant’s ~~Inc.~~Certifying ~~and NBS Synapse Corporation~~Accountant.

~~10.2~~As previously ~~Agreement~~disclosed, ofon ~~Purchase~~March ~~and~~26, ~~Sale~~2004, ~~dated~~we asfiled a petition for relief under Chapter 11 of ~~March~~the ~~26,~~United ~~2004~~States Bankruptcy Code. Since that time, byin light of the uncertainties associated with the bankruptcy and ~~between~~in ~~U.S.~~order ~~Wireless~~to ~~Data~~conserve cash, we ~~Inc.~~have not filed annual and ~~SANI~~quarterly ~~Operating~~reports ~~Co.~~with the Securities and Exchange Commission and therefore, ~~LLC~~have not employed the services of an independent public accounting firm.

99Prior to filing for bankruptcy, Deloitte & Touche (“Deloitte”) served as our independent public accounting firm.1 ~~Press~~Deloitte ~~Release~~has ~~dated~~not ~~March~~audited 26any financial statements of the Company for any date or period subsequent to the year ended June 30, ~~2004~~2003.

2On January 7, 2005, Deloitte was dismissed as our independent public accounting firm. The decision to discontinue our relationship with Deloitte was approved by The Audit Committee of our Board of Directors, and was based exclusively on the fact that Deloitte’s audit fees are too costly for us at the present time. Deloitte’s reports with respect to the financial statements for the fiscal years ended June 30, 2003 and 2002 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified with respect to uncertainty, audit scope, or accounting principles except that Deloitte’s report on its audit of the Company’s financial statements for the year ended June 30, 2003 contained an explanatory paragraph concerning matters that raised substantial doubt about the Company’s ability to continue as a going concern.

~~SIGNATURES~~During the fiscal years ended June 30, 2002 and 2003 and the subsequent interim period through the date of Deloitte’s dismissal, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports on our consolidated financial statements. We have provided Deloitte with a copy of this disclosure and requested that Deloitte furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of Deloitte’s letter, dated January 12, 2005, is filed as Exhibit 16 to this Current Report on Form 8-K.

~~Pursuant~~On January 7, 2005, we engaged Friedman LLP (“Friedman”) as our independent public accounting firm. The decision to ~~the~~retain ~~requirements~~Friedman ofas ~~the~~our independent ~~Securities~~public ~~Exchange~~accounting ~~Act~~firm was made by The Audit Committee of ~~1934~~our Board of Directors. We engaged Friedman to audit our financial statements for the fiscal year ended June 30, 2004. During the ~~Registrant~~years ~~has~~ended June 30, 2004 and June ~~duly~~30, ~~caused~~2003 ~~this~~and ~~report~~through toJanuary be7, ~~signed~~2005, neither we nor anyone on ~~its~~our behalf byhas consulted with Friedman regarding the ~~undersigned~~application ~~thereunto~~of accounting principles to a ~~duly~~specific ~~authorized~~transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

~~U.S.~~2 ~~WIRELESS DATA, INC.~~

~~By:~~Item ~~/s/ Dean M~~9.01 Financial ~~Leavitt~~Statements ~~Name: Dean M. Leavitt Title: Chairman~~ and ~~Chief Executive Officer~~Exhibits

~~Date: April~~ The ~~12,~~following ~~2004~~exhibits are furnished with this report:

3 Exhibit No. Description

~~EXHIBIT~~16 ~~INDEX~~Letter from Deloitte & Touche LLP, dated January 12, 2005.

~~ExhibitNumber~~3 ~~Description~~

~~10.1 Agreement of Purchase and Sale, dated as of March 26, 2004, by and between U.S. Wireless Data, Inc. and NBS Synapse Corporation.~~SIGNATURES

~~10.2~~Pursuant to ~~Agreement~~the requirements of ~~Purchase~~the ~~and~~Securities ~~Sale~~Exchange Act of 1934, ~~dated~~the asregistrant ofhas duly ~~March~~caused ~~26,~~this ~~2004,~~report byto ~~and~~be ~~between~~signed ~~U.S.~~on ~~Wireless~~its ~~Data,~~behalf ~~Inc.~~by ~~and~~the ~~SANI~~undersigned ~~Operating~~hereunto duly Coauthorized., ~~LLC.~~

99U.1S. ~~Press~~WIRELESS ~~Release dated March 26~~DATA, ~~2004~~INC.

4By: /s/ Dean M. Leavitt Dean M. Leavitt Chairman of the Board

January 13, 2005

Filing Compare · StarVox Communications, Inc. /DE/