UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM ~~Form~~ 8-K

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

TO ~~Pursuant~~SECTION ~~to Section~~ 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~ THE

SECURITIES ~~Date~~EXCHANGE ofACT ~~Report~~OF ~~(Date of earliest event reported): 05/08/2007~~ 1934

Date of report (Date of earliest event ~~Prescient~~reported): ~~Applied~~August ~~Intelligence~~5, ~~Inc.~~ 2008

PRESCIENT APPLIED INTELLIGENCE, INC.

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

Delaware

(State or ~~Commission~~Other ~~File~~Jurisdiction ~~Number: 000-21729~~of Incorporation)

Delaware		73-1247666
000-21729		73-1247666
(State or other jurisdiction of		(IRS Employer
(Commission File Number)		(I.R.S. Employer
incorporation)		Identification No.)
		Identification Number)
1247 Ward Avenue Suite 200, West Chester, Pennsylvania		19380
(Address of principle executive offices)		(Zip Code)

(610) ~~1247 Ward Avenue, Suite 200, West Chester, PA 19380~~719-1600

(~~Address~~Registrant’s Telephone ~~of principal executive offices~~Number, ~~including~~Including ~~zip~~Area ~~code~~Code)

(Former ~~610-719-1600~~Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the ~~(Registrant’s~~Form ~~telephone~~8-K ~~number,~~filing ~~including~~is ~~area~~intended ~~code)~~to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written ~~(Former~~communications ~~name~~pursuant orto ~~former~~Rule ~~address,~~425 ifunder ~~changed~~the ~~since~~Securities ~~last~~Act ~~report)~~(17 CFR 230.425)

o Soliciting ~~Check~~material ~~the~~pursuant ~~appropriate~~to ~~box~~Rule ~~below if the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the registrant under any of the following provisions:~~CFR 240.14a-12)

[ ] 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) [ ] o 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))~~

o Pre-commencement ~~Information~~communications pursuant to beRule ~~included~~13e-4(c) inunder the ~~report~~Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102. ~~Entry~~ ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~ Financial Condition.

On ~~May 8~~August 5, ~~2007~~2008, 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 Fastech 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~~press ~~issued~~release ~~series~~announcing its offinancial ~~preferred~~results stock ("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~~fiscal ofquarter ~~the~~ended June ~~services agreement~~30, ~~Fastech is paid approximately $40,000 per month~~ 2008. $76,160 was paid to Fastech under the terms 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 ("NewSpring"). NewSpring is the holder of a promissory note of Fastech in the amount of approximately $2.25 million (the "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 99.011.

The ~~Item~~information ~~9.01. Financial~~in ~~Statements~~this Current Report, including the exhibit hereto, is being furnished and ~~Exhibits~~shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit hereto, shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

~~See~~Item ~~Exhibit~~9.01 ~~Index~~Financial Statements and Exhibits.

~~Signature~~(sd) Exhibits

99.1 Press ~~Pursuant~~release ~~to the requirements~~ of Prescient ~~the~~Applied ~~Securities Exchange Act of 1934~~Intelligence, ~~the~~Inc. ~~registrant~~dated August ~~has duly caused this report to be signed on its behalf by the undersigned hereunto~~5, ~~duly authorized.~~ 2008

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

~~Exhibit Index~~ SIGNATURES

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

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.

Date: August 5, 2008	By:	/s/ DANIEL W. RUMSEY
		Daniel W. Rumsey
		Interim Chief Financial Officer
		(Principal Financial Officer)

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