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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Goldschmidt David
  2. Issuer Name and Ticker or Trading Symbol
UNITY WIRELESS CORP [UTYW]
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)
08/17/2007
(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
Common Stock, par value $0.001 per share 10/21/2007   J(1)   53,761 A (1) 25,276,314 I By Valley VC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Series B Convertible Non-Redeemable Preferred Shares (5) 08/17/2007(4)   P   876.312 (3)   08/17/2007   (5) Common Stock 876,312 (5) 16,649,925 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   02/13/2008
**Signature of Reporting Person Date

 /s/ David Goldschmidt, Valley Venture Capital Limited Partnership   02/13/2008
**Signature of Reporting Person Date

 /s/ David Goldschmidt, Blue Rose Management Services Ltd.   02/13/2008
**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) Common Stock received as interest on 8% Secured Convertible Debentures (the "Notes"), which mature on 12/13/2009. The Notes were acquired 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 Notes are convertible into shares of common stock by dividing the principal amount and interest accrued thereon by the conversion price. The said Common Stock are being held for the benefit of the Reporting Persons.
(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) Each of the Series B Convertible Non-Redeemable Preferred Shares, par value $0.001 per share, is currently convertible into 1,000 shares of Common Stock, par value $0.001 per share.
(4) A portion of the Series B Convertible Non-Redeemable Preferred Shares acquired in July 2006 was placed in escrow pending certain condition, which, subsequently, was not met. The shares reported hereunder were due to be released to the Reporting Person on August 17, 2007 but are currently still held by the escrow agent for the benefit of the Reporting Person.
(5) Not Applicable

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.