<B>FOR IMMEDIATE RELEASE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549


FORM 8K


CURRENT REPORT

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


Date of Report (Date of earliest event reported)  August 11, 2005


Unity Wireless Corporation

(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction of incorporation)


0-30620

Commission File Number)


91-1940650

(IRS Employer Identification No.)


7438 Fraser Park Drive, Burnaby, BC Canada  V5J 5B9

(Address of principal executive offices and Zip Code)


(800) 337-6642

(Registrant’s telephone number, including area code)


not applicable

(Former name or former address, if changed since last 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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

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))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition


On August 11, 2005 the Registrant issued a press release announcing financial results for the second quarter ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 to this report.


In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01


(A)

Exhibits


99.1

Press release of Unity Wireless Corporation dated August 11, 2005.



SIGNATURES


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.


UNITY WIRELESS CORPORATION



By: /s/ Ilan Kenig

ILAN KENIG

Chief Executive Officer and Principal Executive Officer


Date: August 15, 2005



INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release of Unity Wireless Corporation, dated August 11, 2005.

 

 Unity Wireless

Technology & Innovation to Power a Wireless World!



FOR IMMEDIATE RELEASE



Unity Wireless Reports Results for the Second Quarter 2005


Gross Margins Reach 29% for Second Quarter; Revenue up 30% for 6-Month Period


August 11, 2005 - BURNABY, BC – Unity Wireless Corporation (OTCBB: UTYW), a developer of integrated wireless subsystems, power amplifiers and coverage enhancement solutions, reported today summary financial results for the three and six-month periods ended June 30, 2005.


Revenues for the second quarter of 2005 were $1,716,888 compared to $2,063,198 in the same period in 2004. The gross margin of $492,862, or 28.7%, for the second quarter of 2005 represented an increase in gross margin from $229,224, or 11.1%, for the  second quarter of 2004.  Loss for the second quarter of 2005 was $1,365,404 compared to $757,823 for the same period in 2004.  Net of stock based compensation and other non-cash items of $749,950 and $197,461, respectively, loss for the second quarter of 2005 was $615,454 compared to $560,362 for the same period in 2004.


Revenues for the first six-months of 2005 were $3,684,458, up 30%, compared to $2,823,580 in the same period in 2004. The gross margin of $837,749, or 22.7% of net sales, for the first half of 2005 represented an increase from a gross margin of $496,264, or 17.6% of net sales, for the first half of 2004.  Loss for the first six-months of 2005 was $2,543,579 compared to $1,420,725 for the same period in 2004. Net of stock based compensation and other non-cash items of $1,171,785 and $541,223, respectively, loss for the first six-months of 2005 was $1,371,794 compared to $879,502 for the same period in 2004.  The major contributor to the increased loss was a 193% increase in research in development expenses, incurred mostly in the first quarter, as the Company accelerated new product development for time-sensitive customer opportunities.  These expenditures raised research and development expenses above typical levels, and included costs to upgrade lab equipment and simulation tools, to increase outsourced contract engineering assignments and to purchase prototyping materials.


Ilan Kenig, President and CEO of Unity Wireless, stated, “We have been focusing on initiatives to reduce our costs and improve efficiencies in our manufacturing and testing processes and are proud to report that these initiatives have significantly contributed to our third sequential, quarter-over-quarter improvement in gross margins. If we are as successful at driving top line revenue growth, continue to capitalize on current product opportunities, and are able to maintain current levels of operating expenses and gross margins we will ultimately be rewarded by improved bottom line performance and profitability”.


The Company’s Form 10Q-SB for the period ended June 30, 2005 contains additional financial information, and can be accessed at the Company’s website or through the Securities and Exchange Commissions website at www.sec.gov.


About Unity Wireless www.unitywireless.com

Unity Wireless is an ISO 9001:2000 certified developer of RF (radio frequency) power amplifiers, components, integrated front-ends and coverage enhancement solutions for wireless communications networks.  Our products are an integral part of the base station and repeater infrastructure that comprise the backbone of wireless communications networks around the world.  From analog cellular to 3G mobile and fixed wireless applications from 450 MHz to 3.5 GHz, Unity Wireless products deliver enhanced efficiency and performance with field-proven quality and reliability in tens of thousands of base stations and repeaters around the world.


Forward Looking Statements

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The words "believe," "expect," “feel,” "plan," "anticipate," “should” and other similar expressions generally identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.  These forward-looking statements are subject to a number of risks and uncertainties, including without limitation, inability to raise the funds necessary for the Company’s continued operations, changes in external market factors including the economy and other risks and uncertainties indicated in the Company's most recent SEC filing on form SB-2.  Actual results could differ materially from the results referred to in the forward-looking statements.


Non-GAAP Financial Information

This press release contains certain non-GAAP financial information as defined by the U.S. Securities Commission Regulation G.  Pursuant to the requirements of this regulation, a reconciliation of this financial information to our financial statements as prepared under generally  accepted accounting principles in the United States (GAAP) is included in this press release.  Unity’s management believes that the disclosure of this non-GAAP financial information is useful to our investors and the investment community since certain non-cash charges and expenses may not be reflective of future expenses.


For More Information Contact:

Dallas Pretty, Unity Wireless, (604) 267-2736   dallasp@unitywireless.com  

Mike Mulshine, Osprey Partners, (732) 292-0982   osprey57@optonline.net



































UNITY WIRELESS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

RECONCILIATION OF PRO FORMA RESULTS


 

Three months ended

 

June 30,

2005

 

Original

Adjustment

 

Pro-Forma

     

Net sales

 $     1,716,888

 $             -

 

 $   1,716,888

Cost of goods sold

1,224,026

(8,762)

( a )

1,215,264

 

492,862

8,762

 

501,624

     

Expenses:

    

Research and development

530,197

(16,959)

 ( a )

513,238

Government grant

25,753

 -   

 

25,753

Sales and marketing

187,983

(15,609)

 ( a )

172,374

Depreciation and amortization

53,846

(53,846)

 ( b )

 -   

Exchange (gain) loss

66,982

 -   

 

66,982

Interest expense, excluding accretion of interest              and debt settlement

76,273

(56,070)

( c )

20,203

General and administrative

463,091

(144,563)

 ( a )

318,528

 

1,404,125

(287,047)

 

1,117,078

     

Operating loss for the period

(911,263)

295,809

 

(615,454)

     

Accretion of interest and debt settlement

(454,141)

454,141

 ( d )

 -   

     

Other income

 -

 -   

 

 

     

Loss for the period

$   (1,365,404)

 $   749,950

 

$    (615,454)

     

( a ) - This represents stock-based compensation.

    

( b ) - This represents costs related to the amortization of equipment and intangible assets.

( c ) - This represents shares issued in settlement of interest expense.

  

( d ) - This represents accretion of interest and debt settlement related to convertible debentures.



 

Three months ended

 

June 30,

2004

 

Original

Adjustment

 

Pro-Forma

     

Net sales

 $     2,063,198

 $             -

 

 $   2,063,198

Cost of goods sold

1,833,974

(8,201)

 ( a )

1,825,773

 

229,224

8,201

 

237,425

     

Expenses:

    

Research and development

395,732

(14,769)

 ( a )

380,963

Government grant

30,948

 -   

 

30,948

Sales and marketing

144,456

(21,862)

 ( a )

122,594

Depreciation and amortization

14,216

(14,216)

 ( b )

 -   

Exchange (gain) loss

(15,682)

 -   

 

(15,682)

Interest expense, excluding accretion of interest and debt settlement

3,345

 -   

 

3,345

General and administrative

414,032

(138,413)

 ( a )

275,619

 

987,047

(189,260)

 

797,787

     

Operating loss for the period

(757,823)

197,461

 

(560,362)

     

Accretion of interest and debt settlement

 -

 -   

 

 -   

     

Other income

 -

 -   

 

 -   

     

Loss for the period

$      (757,823)

 $   197,461

 

$    (560,362)

     

( a ) - This represents stock-based compensation.

    

( b ) - This represents costs related to the amortization of equipment and intangible assets.

( c ) - This represents shares issued in settlement of interest expense.

  

( d ) - This represents accretion of interest and debt settlement related to convertible debentures.


UNITY WIRELESS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

RECONCILIATION OF PRO FORMA RESULTS


 

Six months ended

 

June 30,

2005

 

Original

Adjustment

 

Pro-Forma

     

Net sales

 $     3,684,458

 $             -

 

 $   3,684,458

Cost of goods sold

2,846,709

(11,988)

 ( a )

2,834,721

 

837,749

11,988

 

849,737

     

Expenses:

    

Research and development

1,248,449

(37,284)

 ( a )

1,211,165

Government grant

55,267

 -   

 

55,267

Sales and marketing

262,274

39,459

 ( a )

301,733

Depreciation and amortization

93,912

(93,912)

 ( b )

 -   

Exchange (gain) loss

42,038

 -   

 

42,038

Interest expense, excluding accretion of interest and debt settlement

131,039

(79,527)

 ( c )

51,512

General and administrative

953,128

(393,312)

 ( a )

559,816

 

2,786,107

(564,576)

 

2,221,531

 

 

   

Operating loss for the period

(1,948,358)

576,564

 

(1,371,794)

     

Accretion of interest and debt settlement

(595,221)

595,221

 ( d )

 -   

     

Other income

 -   

 -   

 

 -   

 

 

   

Loss for the period

$   (2,543,579)

 $1,171,785

 

$  (1,371,794)

     

( a ) - This represents stock-based compensation.

( b ) - This represents costs related to the amortization of equipment and intangible assets.

( c ) - This represents shares issued in settlement of interest expense.

( d ) - This represents accretion of interest and debt settlement related to convertible debentures.



 

Six months ended

 

June 30,

2004

 

Original

Adjustment

 

Pro-Forma

     

Net sales

 $     2,823,580

 $             -

 

 $   2,823,580

Cost of goods sold

2,327,316

(9,120)

 ( a )

2,318,196

 

496,264

9,120

 

505,384

     

Expenses:

    

Research and development

648,105

(21,573)

 ( a )

626,532

Government grant

42,354

 -   

 

42,354

Sales and marketing

278,863

(47,446)

 ( a )

231,417

Depreciation and amortization

26,562

(26,562)

 ( b )

 -   

Exchange (gain) loss

(1,349)

 -   

 

(1,349)

Interest expense, excluding accretion of interest  and debt settlement

14,523

 -   

 

14,523

General and administrative

884,671

(399,129)

( a ) 

485,542

 

1,893,729

(494,710)

 

1,399,019

     

Operating loss for the period

(1,397,465)

503,830

 

(893,635)

     

Accretion of interest and debt settlement

(37,393)

37,393

 ( d )

 -   

     

Other income

14,133

 -   

 

14,133

     

Loss for the period

$   (1,420,725)

 $   541,223

 

$    (879,502)

     

( a ) - This represents stock-based compensation.

( b ) - This represents costs related to the amortization of equipment and intangible assets.

( c ) - This represents shares issued in settlement of interest expense.

( d ) - This represents accretion of interest and debt settlement related to convertible debentures.