UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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~~April 1720, ~~2006~~2007

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UNITY WIRELESS CORPORATION

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(Exact Name of Registrant as Specified in Charter)

Delaware

0-30620

91-1940650

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

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

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(Address of Principal Executive Offices) (Zip Code)

(800) 337-6642

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Registrant's telephone number, including area code

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(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):

[_] Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2 (b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4 (c))

Item 24.0102. ~~Completion~~Non-Reliance ofon ~~Acquisition~~Previously Issued Financial Statements or ~~Disposition~~a ofRelated ~~Assets~~Audit Report or Completed Interim Review

~~Relating~~On toApril 10, 2007, the ~~acquisition~~Audit Committee and the Board of ~~Celletra~~Directors ~~Ltd.~~of the Company and management concluded that the Company’s financial statements for the period ended March 31, ~~completed~~2006 filed on ~~August~~Form 10QSB/A on November 17, 2006, ~~the~~June ~~purchase~~30, ~~agreement~~2006 isfiled on Form 10QSB/A on November 17, 2006, and September 30, 2006 filed ason anForm ~~exhibit~~10QSB on November 15, 2006 will be restated and such financial statements should no longer be relied upon.

~~Item~~As ~~9.01.~~a ~~Financial~~result ~~Statements~~of comments received from and ~~Exhibits~~discussions with the Securities and Exchange Commission, Unity has restated their previously issued consolidated interim financial statements for the periods ended March 31, 2006, June 30, 2006 and September 30, 2006.

~~(a) Financial~~The ~~Statements~~restatements ofrelate to the ~~Business~~following ~~Acquired~~items:

~~Relating~~February ~~to the acquisition of Celletra Ltd., completed on August 17,~~ 2006, ~~the~~debenture ~~financial statements required by Item 9.01(a) of Form 8-K are filed as exhibits.~~issuance

~~(b)~~When the February 2006 debentures were issued, the Corporation did not have sufficient authorized shares available to permit the full conversion of the convertible debentures and the exercise of the warrants into common shares. ~~Pro~~The ~~Forma~~debenture ~~Financial~~agreement ~~Information~~itself limited the conversion of debentures and warrants to a maximum of 10,000,000 shares.

~~Relating~~Previously, tothe Corporation accounted for the ~~acquisition~~debentures ofby ~~Celletra~~bifurcating ~~Ltd~~the debenture and related warrants into those debentures that could immediately be converted and those which could not be immediately converted., The ~~completed~~corporation onhad ~~August~~recorded ~~17,~~the ~~2006,~~fair value of the ~~pro~~warrants ~~forma~~issued ~~financial~~of ~~statements~~$1,056,170 ~~required~~along bywith ~~Item~~the ~~9.01(b)~~fair value of ~~Form~~the ~~8-K~~conversion ~~are~~feature ~~filed~~on the debentures which could not be immediately converted of $311,952 as ~~exhibits~~“Warrants and conversion feature liability”. The warrants and conversion feature liability were marked to market in future quarters to reflect the fair value changes in these items.

~~(d) Exhibits~~For the debentures which would immediately be converted a beneficial conversion feature was recorded in equity and the residual value of the debenture was recorded as debt.

Exhibit	Description
2.1	Purchase Agreement dated July 17, 2006 by and among Unity Wireless Corporation and Celletra, Ltd.
9.1	December 31, 2005 Financial Statements of Celletra Ltd.
9.2	June 30, 2006 Financial Statements of Celletra Ltd.
9.3	Proforma Financial Statements

The Corporation has revised its accounting for the debentures as outlined in note 11(d) to the consolidated financial statements for the year ended December 31, 2006.

~~SIGNATURES~~The consolidated financial statements for the interim periods March 30, 2006, June 30, 2006 and September 30, 2006 have been impacted by the restatement of the accounting for these debentures.

~~Pursuant~~Series toA ~~the~~and ~~requirements~~B ofconvertible ~~the~~non-redeemable ~~Securities~~preferred ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~shares

~~UNITY~~Previously, ~~WIRELESS~~the ~~CORPORATION~~Corporation accounted for the series A and B convertible non-redeemable preferred shares by separating the conversion feature from the preferred shares and presenting its fair value as a liability, with the residual value presented as equity. Substantially all the value of the preferred shares was presented as part of the conversion feature as a liability.

~~Registrant~~The Corporation has revised its accounting for the series A and B convertible non-redeemable preferred shares as outlined in note 13(a) and 13(b) to the consolidated financial statements for the year ended December 31, 2006. As a result, of the restatement, the September 30, 2006 interim consolidated financial statements have been restated to reflect the change in accounting and the presentation of these preferred shares in temporary equity.

~~Date: October~~Celletra ~~13,~~compensation ~~2006~~shares

~~By:~~Previously, ~~/s/~~the ~~Ilan~~Company ~~Kenig~~had not recorded any amount for these shares.

~~ILAN~~The ~~KENIG~~Corporation has revised its accounting for these shares as outlined in note 4(c) to the consolidated financial statements for the year ended December 31, 2006. As a result, of the restatement, the September 30, 2006 interim consolidated financial statements have been restated to reflect the change in accounting and the company has recorded $56,250 as a charge to share compensation expense.

~~Chief~~The ~~Executive~~company’s ~~Officer~~disclosure included in Note 23 of the Notes to the Consolidated Financial Statements reflects the impact of this restatement on the Company reported results for the first, second, and ~~Principal~~third ~~Executive~~quarters ~~Officer~~of 2006.

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 thereunto duly authorized.

UNITY WIRELESS CORPORATION

Registrant

Date: April 20, 2007

By: /s/ Ilan Kenig

ILAN KENIG

Chief Executive Officer

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