Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goldschmidt David
   2. Issuer Name and Ticker or Trading Symbol
UNITY WIRELESS CORP [UTWY.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O STAR VENTURES MANAGEMENT, 11 GALGALEI HAPLADA STREET; PO BOX 12893		 3. Date of Earliest Transaction (Month/Day/Year)
12/13/2006
(Street)

HERZELIYA PITUACH, L3 46733		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (1) $ 0.2 12/13/2006   S     1,752,624 11/24/2006 08/17/2009 Common Stock 1,752,624 (5) 0 I By Valley VC (2)
Warrants (1) $ 0.22 12/13/2006   S     1,752,624 11/24/2006 08/17/2009 Common Stock 1,752,624 (5) 0 I By Valley VC (2)
Warrants (1) $ 0.27 12/13/2006   S     1,752,623 11/24/2006 08/17/2009 Common Stock 1,752,623 (5) 0 I By Valley VC (2)
Warrants (1) $ 0.3 12/13/2006   S     1,752,624 11/24/2006 08/17/2009 Common Stock 1,752,624 (5) 0 I By Valley VC (2)
8% Secured Convertible Debentures (3) $ 0.09 12/13/2006   P   1,041,422   12/13/2006 12/13/2009 Common Stock 1,041,422 (3) 1,041,422 I By Valley VC (2)
Warrants (3) $ 0.1 12/13/2006   P   520,711   12/13/2006 12/13/2011 Common Stock 520,711 (3) 520,711 I By Valley VC (2)
Warrants (4) $ 0.1 12/13/2006   P   7,010,495   12/13/2006 12/13/2011 Common Stock 10,398,234 (5) 7,010,495 I By Valley VC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goldschmidt David
C/O STAR VENTURES MANAGEMENT
11 GALGALEI HAPLADA STREET; PO BOX 12893
HERZELIYA PITUACH, L3 46733		   X   X    
Valley Venture Capital Limited Partnership
11 GALGALEY HAPLADA STREET
POB 12893
HERZLIYA, L3 46733		     X    
Blue Rose Management Services Ltd.
11 GALGALEY HAPLADA ST,C/O STAR VENTURES
POB 12893
HERZLIYA, L3 46733		     X    

Signatures

 /s/David Goldschmidt, David Goldschmidt   12/14/2006
**Signature of Reporting Person Date
 /s/David Goldschmidt, Valley Venture Capital Limited Partnership   12/14/2006
**Signature of Reporting Person Date
 /s/David Goldschmidt, Blue Rose Management Services Ltd.   12/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the issuance of the 8% Secured Convertible Debentures reported under this Form 4 (see footnote 3 below), the exercise price of these warrants was reduced (from prices ranging from $0.20 to $0.30 per share) to $0.10 per share and the expiration date of these securities was extended from 8/17/2009 to 12/13/2011, for no additional consideration. Consequently, these warrants may be deemed disposed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended and these warrants (as amended) are reported in this Form 4 as acquired as set forth in the line items that correspond to footnote 5 of Table II.
(2) Valley Venture Capital Limited Partnership ("Valley VC") holds the securities directly. Valley VC's general partner is Blue Rose Management Services Ltd. , which is controlled by David Goldschmidt.
(3) Valley VC acquired the 8% Secured Convertible Debentures, which mature on 12/13/2009, in consideration for $93,278, in the aggregate, which reflects a $93,278 face amount for the Debentures (or approximately $0.09 per share). The 8% Secured Convertible Debentures are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. Consequently, the figure above (1,041,422 shares) may generally increase until the full repayment of the debentures. As part of the transaction, the Issuer issued the warrants for no additional consideration.
(4) As described in footnote 1 above, these warrants may be deemed acquired due to the change of their terms as part of the transaction described in footnote 3 above.
(5) Not Applicable
 
Remarks:
Each of the reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its
 pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any joint filer is
 the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for
 any other purpose.

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