PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT COMMUNICATION
ATTORNEY WORK PRODUCT
SUBJECT TO COMMON INTEREST PRIVILEGE
NOT TO BE COPIED, SHARED OR CIRCULATED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
UNITY WIRELESS CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001*
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(Title of Class of Securities)
913347 10 0
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(CUSIP Number)
November 24, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is
filed:
[] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
* As some of the securities beneficially owned by the Reporting Persons reflect
shares of Preferred Stock convertible into shares of Common Stock, the figures
in this statement are shown on an as converted basis.
Schedule 13G
CUSIP NO. 913347 10 0
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1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
Blue Rose Management Services Ltd.
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
---------- ---------------- ----------------------------------------------------
3. SEC Use only
---------- -------------------------------------- ------------------------------
4. Place of Organization Israel
----------------- ----- -------------------- -----------------------------------
Number of 5. Sole Voting Power 22,784,108 Common Shares*
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 22,784,108 Common Shares*
Person With:
8. Shared Dispositive Power 0
---------- ------------------------------------------------------------------ --
9. Aggregate Amount Beneficially Owned by Each Reporting Person
22,784,108 Common Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 19.41%**
12. Type of Reporting Person : PN
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* Includes warrants exercisable into 7,010,495 shares of Common Stock (the
"Shares").
** Based on 117,350,538 Shares outstanding (on an as converted basis) as of
October 31, 2006, and assumes exercise of warrants exercisable into 7,010,495
Shares.
Schedule 13G
Schedule 13G
CUSIP NO. 913347 10 0
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1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
Valley Venture Capital Limited Partnership
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
---------- ---------------- ----------------------------------------------------
3. SEC Use only
---------- -------------------------------------- ------------------------------
4. Place of Organization Israel
----------------- ----- -------------------- -----------------------------------
Number of 5. Sole Voting Power 22,784,108 Common Shares*
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 22,784,108 Common Shares*
Person With:
8. Shared Dispositive Power 0
---------- ------------------------------------------------------------------ --
9. Aggregate Amount Beneficially Owned by Each Reporting Person
22,784,108 Common Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 19.41%**
12. Type of Reporting Person : PN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 7,010,495 Shares.
** Based on 117,350,538 Shares outstanding (on an as converted basis) as of
October 31, 2006, and assumes exercise of warrants exercisable into 7,010,495
Shares.
Schedule 13G
CUSIP NO. 913347 10 0
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1. Name of Reporting Persons/
I.R.S. Identification Nos. of above persons (entities only).
David Goldschmidt
---------- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
---------- ---------------- ----------------------------------------------------
3. SEC Use only
---------- -------------------------------------- ------------------------------
4. Place of Organization Israel
----------------- ----- -------------------- -----------------------------------
Number of 5. Sole Voting Power 22,784,108 Common Shares*
Shares
Beneficially 6. Shared Voting Power 0
Owned by Each
Reporting 7. Sole Dispositive Power 22,784,108 Common Shares*
Person With:
8. Shared Dispositive Power 0
---------- ------------------------------------------------------------------ --
9. Aggregate Amount Beneficially Owned by Each Reporting Person
22,784,108 Common Shares*
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9) 19.41%**
12. Type of Reporting Person : IN
--------------------------------------------------------------------------------
* Includes warrants exercisable into 7,010,495 Shares.
** Based on 117,350,538 Shares outstanding (on an as converted basis) as of
October 31, 2006, and assumes exercise of warrants exercisable into 7,010,495
Shares.
Item 1.
(a) Name of Issuer:
Unity Wireless Corporation (the "Issuer").
(b) Address of Issuer's Principal Executive Offices:
7438 Fraser Park Drive
Burnaby, British Columbia, Canada V5J 5B9
Item 2.
(a) Name of Person Filing:
This Statement is filed by:
(I) Blue Rose Management Services Ltd. ("Blue Rose"), an Israeli company which
manages investments primarily in securities of Israeli and Israeli-related
companies. Blue Rose is controlled by David Goldschmidt.
(a) Blue Rose Management Services Ltd.
(b) c/o Star Ventures Management; 11 Galgalei Haplada Street, PO Box 12893,
Herzeliya Pituach 46733, Israel
(c) n/a
(d) Common Stock
(e) 913347
(II) Valley Venture Capital Limited Partnership; ("Valley VC"), an Israeli
limited partnership which manages investments primarily in securities of Israeli
and Israeli-related companies. Blue Rose is Valley VC's General Partner Paul
Capital Israel Holdings LLC is Valley VC's Limited Partner.
(a) Valley Venture Capital Limited Partnership
(b) c/o Star Ventures Management; 11 Galgalei Haplada Street, PO Box 12893,
Herzeliya Pituach 46733, Israel
(c) n/a
(d) Common Stock
(e) 913347
(III) Mr. David Goldschmidt is an Israeli citizen who is a professional
investment manager residing in Israel.
(a) Mr. David Goldschmidt
(b) c/o Star Ventures Management; 11 Galgalei Haplada Street, PO Box 12893,
Herzeliya Pituach 46733, Israel
(c) Israel
(d) Common Stock
(e) 913347
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
As some of the securities beneficially owned by the Reporting Persons
reflect shares of Preferred Stock convertible into shares of Common Stock, the
figures in this Statement are shown on an as converted basis.
(I) Through Blue Rose, Mr. David Goldschmidt beneficially owns the following:
(a) Amount beneficially owned: 22,784,108 Common Stock
(b) Percent of class: 19.41%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 22,784,108
(ii) Shared power to vote or to direct the vote: n/a
(iii)Sole power to dispose or to direct the disposition of: 22,784,108
(iv) Shared power to dispose or to direct the disposition of: n/a
(I) Through Valley VC, Blue Rose beneficially owns the following:
(a) Amount beneficially owned: 22,784,108 Common Stock
(b) Percent of class:19.41%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 22,784,108
(ii) Shared power to vote or to direct the vote: n/a
(iii)Sole power to dispose or to direct the disposition of: 22,784,108
(iv) Shared power to dispose or to direct the disposition of: n/a
(I) Valley VC holds the following:
(a) Amount beneficially owned: 22,784,108 Common Stock
(b) Percent of class:19.41%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 22,784,108
(ii) Shared power to vote or to direct the vote: n/a
(iii)Sole power to dispose or to direct the disposition of: 22,784,108
(iv) Shared power to dispose or to direct the disposition of: n/a
Except as set forth above, see items 5-11 of the cover pages hereto for
beneficial ownership, percentage of class and dispositive power of the Reporting
Persons, which are incorporated herein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 4, 2006
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David Goldschmidt
Blue Rose Management Services Ltd.
By: /s/-------------------
David Goldschmidt
Valley Venture Capital Limited Partnership
By: /s/---------------------
David Goldschmidt