UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

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

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~ Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): 05/08/2007

Date of report (Date of earliest event reported): November 20, 2006

Prescient Applied Intelligence, Inc.

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

Delaware		000-21729		73-1247666
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Commission File Number: 000-21729

1247 Ward Avenue, Suite 200

Delaware		73-1247666
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

1247 Ward Avenue, Suite 200, West Chester, ~~Pennsylvania~~PA 19380

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices) (Zip~~offices, ~~Code)~~including zip code)

~~Registrant’s telephone number, including area code: (~~ 610) -719-1600

~~N/A~~ (Registrant’s telephone number, including area code)

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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)~~:

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

¨ Information ~~Soliciting material pursuant~~ to ~~Rule~~be ~~14a-12~~included ~~under~~in the ~~Exchange Act (17 CFR 240.14a-12)~~report

¨ Item ~~Pre-commencement~~1.01. Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

¨ On ~~Pre-commencement~~May ~~communications~~8, ~~pursuant~~2007, Prescient Applied Intelligence, Inc. (the "Registrant") and Fastech Integrated Solutions, LLC ("Fastech") entered into a letter of intent ("LOI") for the purchase by Registrant of all of the assets of Fastech (the "Asset Purchase"). Under the terms of the LOI, the Registrant will issue to ~~Rule~~Fastech ~~13e-4~~that number of shares of common stock of the Registrant so that Fastech will own 35% of the currently issued and outstanding common stock of the Registrant after the Asset Purchase, and 35% of a newly issued series of preferred stock (c"New Preferred"). In connection with the issuance of the New Preferred, the Registrant's currently issued and outstanding shares of preferred stock are proposed to be restructured into the New Preferred. As a result, upon consummation of the Asset Purchase, Fastech will own approximately 35% of the Registrant's equity securities, on a fully diluted basis. The transaction is subject to, among other things, the receipt of a fairness opinion regarding the terms and conditions set forth in the LOI, and customary closing conditions.The LOI requires the payment to Fastech of a nonrefundable cash fee of $200,000 in the event the Registrant fails to proceed in good faith and with due diligence to negotiate a definitive asset purchase agreement upon substantially the terms and conditions set forth in the LOI.On August 4, 2006, the Registrant entered into a services agreement with Fastech for hardware relocation/migration services and on demand hosting services. The services agreement remains in effect for a period of 36 months and renews each term for a consecutive 36-month period until terminated by either party. Under the terms of the services agreement, Fastech is paid approximately $40,000 per month. $76,160 was paid to Fastech under the ~~Exchange~~terms ~~Act~~of the services agreement during 2006. Jane Hoffer, the President and Chief Executive Officer of the Registrant, is a member of the Board of Directors of Fastech. In addition, Michael DiPiano, a director of the Registrant, is affiliated with NewSpring Mezzanine Capital (17"NewSpring"). NewSpring ~~CFR~~is ~~240~~the holder of a promissory note of Fastech in the amount of approximately $2.~~13e-4~~25 million (cthe "NewSpring Note")). The LOI requires that the Newspring Note be restructured prior to closing of the Asset Purchase.A copy of the LOI is attached hereto as Exhibit 1.01, and a copy of the press release announcing the execution of the LOI is attached hereto as Exhibit 99.01.

Item 59.0201. Financial ~~Departure~~Statements ofand ~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.~~Exhibits

~~On November 20, 2006, Thomas W. Aiken resigned as the Senior Vice President and Chief~~ ~~Financial~~See ~~Officer~~Exhibit ~~of Prescient Applied Intelligence, Inc~~Index. ~~Mr. Aiken’s resignation will be effective as of December 1, 2006.~~

~~SIGNATURES~~ Signature(s)

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.

	~~Prescient Applied Intelligence, Inc.~~			Prescient Applied Intelligence, Inc.
Date: November 27, 2006	By:	/s/ Jane F. Hoffer
Date: May 10, 2007			By:	/s/ Jane Hoffer
		Jane F. Hoffer
				Jane Hoffer
		~~President and Chief Executive Officer~~		President and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
EX-99.01		Press Release, dated May 8, 2007
EX-1.01		Letter of Intent, by and between Prescient Applied Intelligence, Inc. and Fastech Integrated Solutions, LLC, dated May 8, 2007

Filing Compare · Prescient Applied Intelligence, Inc.