Pegasus Wireless Corp – ‘10KSB’ for 12/31/05 – EX-32

On:  Thursday, 3/2/06, at 6:16pm ET   ·   As of:  3/3/06   ·   For:  12/31/05   ·   Accession #:  1164150-6-66   ·   File #:  0-32567

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       34    160K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-32   —   Certification per Sarbanes-Oxley Act (Section 906)

Exhibit No. 32.2                                                                
Form 10-KSB                                                                     
Pegasus Wireless Corp.                                                          
File No. 000-32567                                                              

 CERTIFICATION PURSUANT TO
 18 U.S.C. ss. 1350,
AS ADOPTED PURSUANT TO
 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of Pegasus  Wireless Corp. (the "Company")
on  Transition  Form 10-KSB for the six months ended  December 31, 2005 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Stephen Durland, Chief Financial Officer of the Company,  certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:                                                              

     (1) the Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and                               
     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.                                                                        

Dated: March 2, 2006     By:  /s/Stephen Durland                                
            ----------------------------------------
Stephen Durland           
Chief Financial Officer   

--------------------------------------                                          
This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and  shall not be deemed  filed by the  Company  for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.      

A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906,  has been  provided to the Company and will be retained
by the Company and furnished to the  Securities  and Exchange  Commission or its
staff upon request.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB’ Filing		Date		Other Filings
Filed as of:		3/3/06
Filed on:		3/2/06		4
For Period End:		12/31/05		5
				List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/07  SEC                               UPLOAD¶    10/02/17    1:6K   Pegasus Wireless Corp.