UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT ~~Pursuant~~

toPURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~the~~report ~~Report~~ (Date of earliest event reported): ~~June 13~~May 2, ~~2003~~2006

~~TRITON~~SunCom ~~PCS~~Wireless, ~~INC~~Inc.

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

Delaware

Delaware

333-57715

23-2930873

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation or organization)

1100 Cassatt Road

Berwyn, Pennsylvania

19312

(Address of Principal Executive Offices)

(Zip Code)

333-57715		23-2930873
(Commission File Number)		(I.R.S. employer identification number)

Registrant’s telephone number, including area code (610) 651-5900

~~1100~~N/A ~~Cassatt Road~~

~~Berwyn~~(Former Name or Former Address, if ~~Pennsylvania~~Changed ~~19312~~Since Last Report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (~~610)~~17 ~~651-5900~~CFR 230.425)

~~(Registrant’s~~¨ ~~telephone~~Soliciting ~~number,~~material ~~including~~pursuant ~~area~~to ~~code)~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ 5.Pre-commencement ~~Other~~communications ~~Events~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On¨ ~~June~~Pre-commencement ~~13,~~communications 2003, Triton PCS, Inc. completed the private placement of its 8 1/2% senior notes due 2013 and received aggregate net proceeds of approximately $710.5 million. Triton used a portion of the proceeds from the sale of its 8 1/2% notes to retire its old senior credit facility and entered into a new revolving credit facility with a group of lenders pursuant to ~~which~~Rule such lenders agreed to provide it with up to $100.0 million in revolving loans. The 8 1/2% notes and Triton’s obligations under the new credit facility are guaranteed by all of Triton’s existing, wholly13e-~~owned, domestic subsidiaries other than Triton PCS Property Company L.L.C. and Triton PCS License Company L.L.C.~~ 4(~~the indirect subsidiaries that hold Triton’s real estate interests and FCC licenses, respectively~~c). ~~Because Triton PCS Property Company L.L.C. and Triton PCS License Company L.L.C. (the “Non-Guarantors”) will not be guarantors~~ under the ~~new~~Exchange ~~revolving~~Act ~~credit~~(17 ~~facility,~~CFR pursuant to the terms of the indentures governing Triton’s 11% senior subordinated discount notes due 2008, Triton’s 9 3/8% senior subordinated notes due 2011 and Triton’s 8 3/4% senior subordinated notes due 2011, the Non-Guarantors were released from their guarantees with respect to each series of these subordinated notes240. ~~The guarantees of Triton’s existing domestic subsidiaries other than the Non~~13e-~~Guarantors~~ 4(~~the “Guarantors”~~c) with respect to the 8 1/2% notes and each series of Triton’s subordinated notes are full and unconditional and joint and several. Prior to June 13, 2003, both the Guarantors and the Non-Guarantors guaranteed Triton’s subordinated notes on a full and unconditional, joint and several basis. )

~~Triton is filing this Form~~ Item 8~~-K in order to set forth the condensed consolidating financial information for Triton PCS (the parent company), the Guarantors and Non-Guarantors in accordance with Financial Reporting Release No~~.01 ~~55,~~Other ~~“Financial Statement Requirements in Filings Involving the Guarantee of Securities by a Parent or Subsidiary” and Rule 3-10 of Regulation S-X~~Events. Excluding the new financial information within footnote 8 of Exhibit 99.1 and footnote 18 of Exhibit 99.2, no other information within the attached exhibits has been changed from the version previously filed with Triton’s Form 10-Q/A and Form 10-K/A, respectively, on May 21, 2003.

AsSunCom ~~previously~~Wireless ~~reported~~Holdings, ~~Triton~~Inc. ~~completed~~(“Holdings”) ahas ~~tender~~participated ~~offer~~in ~~for~~discussions ~~any~~with ~~and~~holders ~~all~~ of ~~its outstanding 11%~~ senior ~~subordinated discount~~ notes ~~due 2008 in June 2003, pursuant to which Triton purchased~~ and ~~retired~~senior ~~$408.6~~subordinated ~~million principal amount of the 11%~~ notes. Onissued ~~July~~by ~~14,~~Holdings’s ~~2003~~indirect, ~~Triton~~wholly ~~redeemed~~owned ~~the~~subsidiary ~~remaining $103.4 million aggregate principal amount of its outstanding 11% notes in~~SunCom ~~accordance~~Wireless, ~~with the terms of the indenture governing the 11% notes for $111~~Inc.4 ~~million in~~ (the ~~aggregate,~~“Company”) ~~which~~with ~~amount~~respect ~~consisted~~to of a ~~redemption~~possible ~~price~~restructuring of ~~105.5% of~~ the ~~principal~~Company’s ~~amount~~long-term ofdebt ~~the~~obligations. ~~11%~~No ~~notes~~agreement ~~plus~~regarding ~~accrued~~such ~~and unpaid interest. As~~ a ~~result, there~~restructuring ~~are~~has nobeen ~~longer any 11% notes remaining outstanding~~reached.

~~Item~~In 7that context, certain noteholders questioned the November 2004 $189 million dividend (the “Dividend”) made by the Company to SunCom Wireless Investment Co., ~~Financial~~LLC ~~Statements~~(“Investco”). After reviewing the totality of the facts and ~~Exhibits~~circumstances concerning the Dividend, Holdings has determined that facts exist that support the noteholders’ arguments that the Dividend was not properly paid. Accordingly, Investco will contribute the amount of the Dividend, plus an additional $5.4 million, to the capital of the Company.

~~(a)~~This ~~Not~~action ~~applicable~~will increase the Company’s cash on hand to approximately $300 million. Combined with the improved operational performance the business experienced during the three-month period ended March 31, 2006, the enhanced liquidity strengthens the Company’s ability to implement its business plan. This plan involves financing the growth and maintenance of the Company’s network and the marketing and distribution of wireless communications products and services, as well as customer acquisition costs, funding of operations and other working capital costs and debt service related expenditures.

Further, the Company believes the contribution of the Dividend to the capital of the Company addresses the primary issue raised in footnote 1(b) ~~Not~~to ~~applicable~~the financial statements included in the Company’s Annual Report for the year ended December 31, 2005, as filed on Form 10-K. That footnote discussed concerns regarding the liquidity and financial condition of the Company.

~~(c)~~SIGNATURE ~~Exhibits.~~

		Page
99.1	Triton PCS, Inc. Consolidated Interim Unaudited Financial Statements (see footnote 8 for Guarantor and Non-Guarantor financial information)
	Condensed Consolidated Balance Sheets at December 31, 2002 and March 31, 2003	F-2
	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2002 and 2003	F-3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2003	F-4
	Notes to the Consolidated Financial Statements	F-5
99.2	Triton PCS, Inc. Consolidated Audited Financial Statements (see footnote 18 for Guarantor and Non-Guarantor financial information)
	Report of PricewaterhouseCoopers LLP	F-14
	Consolidated Balance Sheets as of December 31, 2001 and 2002	F-15
	Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2000, 2001 and 2002	F-16
	Consolidated Statements of Stockholder’s Equity (Deficit) and Member’s Capital for the years ended December 31, 2000, 2001 and 2002	F-17
	Consolidated Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002	F-18
	Notes to Consolidated Financial Statements	F-19

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

SIGNATURES


	SUNCOM WIRELESS, INC.

Dated: May 4, 2006
	By:	/s/ Charles H.N. Kallenbach
		Charles H.N. Kallenbach
		Senior Vice President of Legal and Regulatory Affairs

~~Pursuant~~2 ~~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.~~

	TRITON PCS, INC.
Dated: July 18, 2003	By:	/s/ DAVID D. CLARK
		David D. Clark Chief Financial Officer

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