- # -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ]to[ ]
Commission file number 0-30620
Unity Wireless Corporation | ||
Delaware | 91-1940650 | |
7438 Fraser Park Drive | V5J 5B9 | |
Issuer's telephone number (800) 337-6642
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 |
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
State Issuer's revenues for its most recent fiscal year: $2,375,128
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days:
65,108,608 common shares at $0.37(1) = $24,090,184
(1) Average of bid and ask closing prices on March 1, 2004
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date.
69,731,354 common shares issued and outstanding as of March 1, 2004
DOCUMENTS INCORPORATED BY REFERENCE
See index to exhibits
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
#
Explanatory Note
This Amendment No. 1 is being filed to conform Part III, Item 9 “Compliance With Section 16(a) of the Exchange Act” with our Definitive Proxy Statement filed on June 2, 2004.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
The following officers, directors and greater than ten-percent beneficial owners were late in complying with Section 16(a) filing requirements: Ilan Kenig, Myer Bentob, Ken Maddison, Robert Singer, Doron Nevo and William Weidman. Each person was late in filing Form 5 Annual Statement of Changes in Beneficial Ownership of Securities. Two former directors, Mark Godsy and Casey O’Byrne, were late in filing Form 5 Annual Statement of Changes in Beneficial Ownership of Securities. Casey O’Byrne was also late in filing Form 4 Statement of Changes in Beneficial Ownership of Securities on four occasions covering five transactions none of which were open market purchases or sales.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNITY WIRELESS CORPORATION
/s/ Ilan Kenig
By: Ilan Kenig, President, Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Ilan Kenig
Ilan Kenig, President, Chief Executive Officer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
August 13, 2004
/s/ Andrew J. Chamberlain
Andrew J. Chamberlain, Director and Corporate Secretary
August 13, 2004
/s/ Myer Bentob
Myer Bentob, Director and Executive Chairman of the Board of Directors
August 13, 2004
/s/ Ken Maddison
Ken Maddison, Director
August 13, 2004
/s/ Robert W. Singer
Robert W. Singer, Director
August 13, 2004
/s/ Doron Nevo
Doron Nevo, Director
August 13, 2004
CERTIFICATION
I, Ilan Kenig, certify that:
1.
I have reviewed this annual report on Form 10-KSB/A of Unity Wireless Corporation;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
Date: August 13, 2004
/s/ Ilan Kenig
Ilan Kenig
Chief Executive Officer
CERTIFICATION
I, Dallas Pretty, certify that:
1.
I have reviewed this annual report on Form 10-KSB/A of Unity Wireless Corporation;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
Date: August 13, 2004
/s/ Dallas Pretty
Dallas Pretty
Chief Financial Officer