SECURITIESTable ANDof EXCHANGE COMMISSION Contents

OnTable June 1,of 2007, the company appointed Christopher Dunn as its new Chief Financial Officer. Contents

Mr. DunnTable will also be entitled to receive the same healthcare benefits as other similarly situated employees of the company Contents

SECURITIESTable ANDof EXCHANGE COMMISSION Contents

OnTable June 1,of 2007, the company appointed Christopher Dunn as its new Chief Financial Officer. Contents

Mr. DunnTable will also be entitled to receive the same healthcare benefits as other similarly situated employees of the company Contents

Table of Contents

Table of Contents

Table of Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~June~~CURRENT REPORT Pursuant to Section 1,13 ~~2007~~or 15(d) of the Securities Exchange Act of 1934

June 1, 2007

Date of Report (date of earliest event reported)

U.S. WIRELESS DATA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-22848	84-1178691
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

2728 Orchard Parkway
San Jose, California 95134-2012

~~2728~~(Address ~~Orchard~~of ~~Parkway San~~principal ~~Jose,~~executive ~~California 95134-2012~~offices)

(408) 625-2700

(~~Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices~~area code)

(~~408~~Former name or former address, if changed since last report) ~~625-2700~~

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code~~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):

~~(Former~~o ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A240.~~2. below~~14a-12(b): )

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))~~

~~Section 5~~o —Pre-commencement ~~Corporate~~communications ~~Governance~~pursuant ~~and~~to ~~Management~~ Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~TABLE ~~5.02~~OF ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONTENTS

~~Appointment~~Item 1.01 Entry into a Material Definitive Agreement Item 1.02 Termination of ~~Executive~~Material ~~Officer~~Definitive Agreement Item 2. 01 Completion of Acquisition or Disposition of Assets Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Item 3.02 Unregistered Sales of Equity Securities Item 9.01 Financial Statements and Exhibits SIGNATURE EXHIBIT INDEX EXHIBIT 10.1 EXHIBIT 10.2 EXHIBIT 10.3 EXHIBIT 10.4 EXHIBIT 10.5 EXHIBIT 10.6 EXHIBIT 10.7 EXHIBIT 10.8 EXHIBIT 10.9 EXHIBIT 10.10 EXHIBIT 10.11

~~Prior to joining the company, from November~~Item ~~2005 to May 2007, Mr~~1. ~~Dunn~~01 ~~was~~Entry ~~the~~into ~~Executive Vice President and Chief Financial Officer of Covad Communications Group Inc.,~~ a ~~publicly~~Material ~~held~~Definitive ~~San Jose, California-based broadband provider of integrated voice and data communications nationwide~~Agreement. ~~From~~ May 2005 to November 2005 Mr. Dunn as 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 privately-held company providing voice, video and data over IP solutions. Mr. Dunn joined Santa Cruz Networks as Vice President of Finance in July 2003, was 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, 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 publicly traded health care corporation, from October 2002 to July 2003. Prior to that, Mr. Dunn held positions at Pacific Venture Capital, LLC, a wholly-owned subsidiary of PG&E Corporation, and PG&E Corporation. Mr. Dunn joined Pacific Venture Capital as a Principal in January 2000, was 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.

AsOn anJune 1, ~~executive~~2007, ~~officer~~U.S. ofWireless ~~the company~~Data, MrInc. ~~Dunn~~, ~~will~~a ~~receive~~Delaware ancorporation ~~initial~~(“USWI” ~~annual~~or ~~base~~“the ~~salary of $275~~company”),~~000~~ and its awholly ~~bonus~~owned ~~under~~operating ~~the~~subsidiary, ~~company’s~~StarVox ~~executive~~Communications, ~~annual~~Inc., ~~bonus~~a ~~program~~California incorporation (“StarVox”), anthe ~~amount~~parent tocompany beof ~~agreed. Mr. Dunn~~Capital ~~also~~Telecommunications, ~~will~~Inc., bea ~~granted~~Pennsylvania ~~stock~~corporation (“CTI”), ~~options~~entered ~~under~~into ~~the~~a ~~company’s~~Securities ~~2007~~Purchase ~~Stock~~Agreement ~~Plan~~(the ~~for~~“Agreement”) ~~shares~~dated ~~of common~~as ~~stock~~ of ~~the~~June 1, ~~company~~2007 with asthree ~~shall~~investors ~~equal~~(the 1%“Investors”): ofDKR ~~the~~Soundshore ~~fully~~Oasis ~~diluted~~Holding ~~capital~~Fund ofLtd,. ~~the~~(“DKR”); ~~company~~SMH ~~immediately~~Capital, ~~following~~Inc. ~~the~~(”SMH”); ~~completion~~and ofTrinad anCapital ~~equity~~Master ~~financing~~Fund, ~~for~~Ltd. ~~not~~(“Trinad”). ~~less~~Trinad ~~than~~is ~~$30 million.~~an ~~These~~existing ~~options~~stockholder ~~will~~with ~~have~~ a ~~per~~32.5% ~~share~~beneficial ~~exercise~~interest ~~price~~in ~~equal to~~ the ~~fair~~outstanding ~~market~~capital ~~value of the common~~ stock ~~on the date~~ of ~~grant as determined by~~ the ~~Board~~company, and three ~~will~~of ~~vest~~its ~~over~~general apartners ~~four~~comprise ~~year~~three ~~period at the rate~~ of ~~25%~~ of the ~~option~~six ~~shares~~directors on the ~~first~~board ~~anniversary~~ of ~~his~~directors ~~employment~~of ~~date and the balance at the~~each ~~rate~~ of ~~1/48~~USWI ~~for~~and ~~every month thereafter of continued service~~StarVox.

InCTI ~~the~~is ~~event of~~ a ~~change~~competitive oflocal ~~control~~exchange ofcarrier ~~the~~and ~~company~~provides ~~(whether~~local byand ~~way~~long ofdistance ~~merger, sale of assets or~~telecommunications ~~similar~~services ~~transaction)~~in ~~and~~the MrUnited States. ~~Dunn~~ ~~were~~StarVox toacquired beall ~~involuntarily~~of ~~terminated~~the asissued anand ~~employee~~outstanding ~~within~~stock ~~12 months~~ of ~~such~~CTI ~~event, he would be entitled to receive~~ in a ~~lump~~transaction ~~sum~~completed ~~cash~~in ~~payment equal to 12~~June ~~months’ salary;~~2006. ~~100%~~StarVox ofand ~~his~~USWI ~~targeted~~completed ~~annual~~a ~~bonus~~merger ~~under~~combining the ~~company’s executive annual bonus program pro~~operations ~~rated for the length~~ of ~~time he was employed during~~ the ~~performance~~two ~~period;~~companies ~~healthcare~~on ~~coverage at the company’s expense for up to 12~~March ~~months~~23, ~~following his termination; and 50% acceleration of any then unvested stock options~~2007.

~~Apart~~The ~~from~~transactions contemplated by the Agreement (the “Transactions”) include (i) a ~~change~~loan to USWI from the Investors in the aggregate principal amount of ~~control~~$9,000,000, insecured by the ~~event~~assets ~~Mr.~~of USWI, StarVox and CTI, and (ii) ~~Dunn~~the ~~were~~issuance by USWI of common stock warrants to bethe ~~involuntarily~~Investors ~~terminated~~for the purchase of an aggregate of 2,520,000 heshares.

The loan is evidenced by senior secured debentures issued to the Investors by StarVox (the “Debentures”) in the aggregate principal amount of $9,000,000. The maturity date of the Debentures is August 1, 2007, unless extended upon satisfaction of specified conditions, and the Debentures bear interest at the rate of 10% annually, subject to increase, as described below. The Debentures are secured by all of the tangible and intangible personal property and assets, whether now owned or hereafter acquired, and the proceeds and products thereof and equity interests, of USWI, StarVox and CTI. Each of the following events constitute an Event of Default under the Debentures: (1) failure by StarVox to pay principal, interest, late charges or other amounts when and as due under the Debentures; (2) any representation or warranty made in the documents entered into in connection with the Transactions being incorrect or misleading; (3) breach of any covenant to be performed by USWI, StarVox or CTI contained in the documents entered into in connection with the Transactions; (4) cross-defaults to certain other indebtedness of USWI, StarVox or CTI, in excess of $50,000 in the aggregate; (5) failure by USWI to file the registration statement required to be filed pursuant to the registration rights agreement, to cause such registration statement to be declared effective by the SEC or to maintain effectiveness of such registration statement, as required by the registration rights agreement; (6) certain events involving bankruptcy, insolvency or reorganization of USWI, StarVox or CTI; (7) the entry of a final judgment or judgments for the payment of money aggregating in excess of $250,000 against USWI, StarVox or CTI, which are not bonded, discharged or stayed pending appeal within 60 days of such judgment and which are not insured or indemnified; (8) failure to obtain authorization for the Transactions from the Pennsylvania Public Utilities Commission; and (9) revocation, rescission, suspension or modification of certain governmental approvals. If an Event of Default occurs under the Debentures, the interest rate will automatically increase to 15% annually and holders of Debentures representing at least a majority of the aggregate principal amount of the Debentures then outstanding may require StarVox to redeem all or any portion of the Debentures at a price equal to 110% of the outstanding principal amount under such Debentures.

~~would~~The ~~be entitled~~obligations toof ~~receive~~USWI ~~12 months~~and ofStarVox ~~salary~~under ~~continuation;~~the ~~and~~Agreement, ~~acceleration~~the ofDebentures ~~any~~and ~~then~~the ~~unvested~~documents entered ~~stock~~into ~~options~~in orconnection ~~shares~~therewith ofare ~~restricted~~guaranteed ~~stock~~pursuant asto ifthe heterms ~~had~~of ~~continued~~a ~~his~~Secured ~~employment~~Guaranty ~~for~~by ~~an additional~~and ~~6 months~~among ~~from~~USWI, CTI and the ~~employment~~Investors ~~termination~~(the ~~date~~“Secured Guaranty”).

~~There~~In ~~are~~connection nowith ~~relationships~~the orsale ~~related~~of ~~transactions~~the ~~between~~Debentures ~~Mr. Dunn~~ and as inducement for their purchase by the Investors, ~~company~~USWI ~~that~~has ~~would~~issued beto each Investor in accordance with terms specified in the Agreement ~~required~~warrants to bepurchase ~~reported~~up ~~under~~to ~~Item~~2,520,000 ~~401(d)~~shares orof ~~404~~USWI’s common stock, $0.01 par value per share (athe “Warrants”). The warrants for SMH and Trinad entitle each to purchase 560,000 shares of USWI common stock and the warrant for DKR entitles it to purchase 1,400,000 shares. The Warrants have an exercise price of $0.01 per share and expire June 1, 2012. The Warrants and the underlying common stock have been issued in reliance on an exemption from registration under Regulation ~~S-K~~D of the Securities Act of 1933, as amended. Contractual rights to require the company to register the warrant shares upon exercise have been or will be extended to the Investors, and are identical to the rights previously extended by the company to its other holders of restricted securities.

~~SIGNATURE~~Under the Agreement, the total loan amount of $9,000,000 will be extended and secured in two separate closings. In the first closing, completed June 1, 2007, each of the Investors has funded $2,000,000 for an aggregate principal amount of $6,000,000.

~~Pursuant~~In to the ~~requirements~~second ofclosing, ~~the~~DKR ~~Securities~~shall ~~Exchange~~fund ~~Act~~an ofadditional ~~1934~~$3, ~~as amended~~000,000 upon the satisfaction of certain ~~Registrant~~conditions, ~~has~~including ~~duly~~in ~~caused~~particular ~~this~~the ~~report~~approval toof bethe ~~signed~~loan onarrangements ~~its~~contemplated ~~behalf~~under the Agreement by the ~~undersigned~~Pennsylvania ~~hereunto~~Public ~~duly~~Utility Commission, which has jurisdiction over the delivery ~~authorized~~of telecommunication services to CTI’s customers in Pennsylvania.

~~Date:~~In connection with the sale of the Debentures under the Agreement, existing holders of indebtedness ~~June~~totaling $14,000,000 in aggregate principal amount have agreed to the subordination of this indebtedness to the Debentures, and to an extension of the maturity of this indebtedness to November 62, 2007. In exchange for this agreement, USWI and StarVox have agreed to enter into a Second Amendment (the “Notes Amendment”) to the outstanding secured convertible notes representing such indebtedness described in USWI’s Current Report on Form 8-K filed March 26, 2007, to pay to each holder of such indebtedness a fee in the amount of 2% of the principal amount outstanding, at any time such principal amount is prepaid, paid at maturity or otherwise, and to issue additional warrants for the purchase of an aggregate of 2,999,999 shares of USWI common stock to such holders. These warrants carry the same exercise price, expiration date and registration rights as those granted to the Warrants granted to the Investors. These warrants and the underlying common stock have similarly been issued in reliance on an exemption from registration under Regulation D of the Securities Act of 1933, as amended.

~~U.S.~~The ~~WIRELESS~~use ~~DATA~~of proceeds from the Debentures will be to finance the existing obligations of USWI, StarVox ~~INC.~~and ~~By:~~CTI, ~~/s/~~to ~~Thomas~~pay ~~Rowley~~for ~~Chief~~fees ~~Executive~~and ~~Officer~~expenses associated with the Transactions, and to augment in general the working capital of USWI as required in the normal course of business.

3The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under, or a complete explanation of the material terms of, the agreements related to the Transactions and is qualified in its entirety by reference to the provisions of the Agreement, the Debentures, the Warrants, the Pledge and Security Agreement, the Secured Guaranty, the Maturity Extension Letter and the Second Amendment to the Senior Secured Promissory Notes executed in connection herewith attached as Exhibits 10.1 through 10.11 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02 Termination of Material Definitive Agreement.

Reference is made to the Loan and Security Agreement, dated as of August 24, 2006, by and among StarVox, CTI and Silicon Valley Bank (the “Loan Agreement”) (filed as an exhibit to the Company’s

Current Report on Form 8-K filed March 26, 2007 and incorporated herein by reference). On June 1, 2007, in connection with the Transactions, StarVox and CTI elected to terminate the Loan Agreement in accordance with the terms thereof. There were no obligations outstanding under the Loan Agreement. Pursuant to its terms, the Loan Agreement terminated upon receipt by Silicon Valley Bank of payment of a termination fee, legal fees of Silicon Valley Bank and accrued and unpaid minimum monthly interest under the Loan Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 herein is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 herein is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description

10.1		Securities Purchase Agreement, dated as of June 1, 2007, by and among StarVox Communications, Inc., U.S. Wireless Data, Inc., and the investors listed on the Schedule of Buyers thereto

10.2		Senior Secured Debenture issued to DKR Soundshore Oasis Holding Fund Ltd., dated June 1, 2007

10.3		Senior Secured Debenture issued to SMH Capital Inc., dated June 1, 2007

10.4		Senior Secured Debenture issued to Trinad Capital Master Fund, Ltd., dated June 1, 2007

10.5		Warrant to purchase Common Stock issued to DKR Soundshore Oasis Holding Fund Ltd., dated June 1, 2007

10.6		Warrant to purchase Common Stock issued to SMH Capital Inc, dated June 1, 2007

10.7		Warrant to purchase Common Stock issued to Trinad Capital Master Fund, Ltd., dated June 1, 2007

10.8		Pledge and Security Agreement, dated as of June 1, 2007, by and among U.S. Wireless Data, Inc., StarVox Communications, Inc., Capital Telecommunications, Inc., and the Investors

10.9		Secured Guaranty by U.S. Wireless Data, Inc. and Capital Telecommunications, Inc., dated June 1, 2007

10.10		Maturity Extension Letter Agreement, dated June 1, 2007 from U.S. Wireless Data, Inc., and StarVox Communications, Inc. to the Investors

10.11		Second Amendment to the Senior Secured Promissory Notes by and among StarVox Communications, Inc, U.S. Wireless Data, Inc. and the holders party thereto and the form of warrant and subordination agreement thereunder

SIGNATURE

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.

Date: June 7, 2007

EXHIBIT INDEX


Exhibit		Description

10.1		Securities Purchase Agreement, dated as of June 1, 2007, by and among StarVox Communications, Inc., U.S. Wireless Data, Inc., and the investors listed on the Schedule of Buyers thereto

10.2		Senior Secured Debenture issued to DKR Soundshore Oasis Holding Fund Ltd., dated June 1, 2007

10.3		Senior Secured Debenture issued to SMH Capital Inc., dated June 1, 2007

10.4		Senior Secured Debenture issued to Trinad Capital Master Fund, Ltd., dated June 1, 2007

10.5		Warrant to purchase Common Stock issued to DKR Soundshore Oasis Holding Fund Ltd., dated June 1, 2007

10.6		Warrant to purchase Common Stock issued to SMH Capital Inc, dated June 1, 2007

10.7		Warrant to purchase Common Stock issued to Trinad Capital Master Fund, Ltd., dated June 1, 2007

10.8		Pledge and Security Agreement, dated as of June 1, 2007, by and among U.S. Wireless Data, Inc., StarVox Communications, Inc., Capital Telecommunications, Inc., and the Investors

10.9		Secured Guaranty by U.S. Wireless Data, Inc. and Capital Telecommunications, Inc., dated June 1, 2007

10.10		Maturity Extension Letter Agreement, dated June 1, 2007 from U.S. Wireless Data, Inc., and StarVox Communications, Inc. to the Investors

10.11		Second Amendment to the Senior Secured Promissory Notes by and among StarVox Communications, Inc, U.S. Wireless Data, Inc. and the holders party thereto and the form of warrant and subordination agreement thereunder

U.S. WIRELESS DATA, INC.

/s/ Thomas Rowley

Chief Executive Officer

Filing Compare · StarVox Communications, Inc. /DE/