UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 2





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 000-17861





UNILENS VISION
INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 27-2254517                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|10431 72ndStreet North, Largo, Florida                         |  | 33777-1511                          
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (727) 544-2531





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ̈  Yes    x  No

As of November 15, 2010 there were 2,369,354 outstanding shares of common stock.









---

EXPLANATORY NOTE

The registrant hereby amends its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010, filed on November 15, 2010, by the substitution of a revised Report of Independent
Registered Public Accounting Firm with a conformed signature. In this Amendment No. 2, in accordance with the rules of the Securities and Exchange Commission, Item 1 is included in its entirety, which includes the unchanged unaudited financial
statements along with the revised Report of the Independent Registered Public Accounting Firm.

Additionally, in connection with the filing of
this Form 10-Q/A Amendment No. 2 and pursuant to Commission rules, the registrant is including currently dated certifications.

All other
sections of our original Form 10-Q remain as they were filed. This Form 10-Q/A Amendment No. 2 has not been updated for events or information subsequent to the date of filing of the original Form 10-Q. Accordingly, this Form 10-Q/A Amendment No. 2
should be read in conjunction with our other filings with the SEC subsequent to the filing of the original Form 10-Q.





---

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Unilens Vision Inc.

Largo, Florida

We have reviewed the accompanying consolidated balance sheet of Unilens Vision Inc. as of September 30, 2010 and the related consolidated statements of income and changes in accumulated deficit, and
cash flows for the three-month periods ended September 30, 2010 and 2009. These consolidated financial statements are the responsibility of the management of Unilens Vision Inc.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United
States), the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Unilens Vision Inc. as of June 30, 2010 and the related consolidated statements of income, stockholders equity, and cash flows for the year then
ended (not presented herein); and in our report dated September 28, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet
as of June 30, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



|                                
|--------------------------------
|                                
|/s/ Pender Newkirk & Company LLP
|Pender Newkirk & Company LLP    
|Certified Public Accountants    
|Tampa, Florida                  
|November 15, 2010               





---

PART I  FINANCIAL INFORMATION

Item 1  Unaudited Financial Statements

Unilens Vision Inc.

Condensed Consolidated
Balance Sheets

September 30, 2010 (Unaudited) and June 30, 2010



|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------- | - | ----------- | -
|                                                                                                                                                  |  | September 30, 2010 |             |   | June 30, 2010 |  
|ASSETS                                                                                                                                            |  |                    |             |   |               |   |             |  
|Current                                                                                                                                           |  |                    |             |   |               |   |             |  
|Cash and cash equivalents                                                                                                                         |  | $                  | 913,689     |   |               | $ | 1,080,540   |  
|Accounts receivable, net of allowance of $218,843 and $217,820 at September 30, 2010 and June 30, 2010,
respectively                              |  |                    | 854,705     |   |               |   | 876,033     |  
|Royalties and other receivables                                                                                                                   |  |                    | 680,662     |   |               |   | 744,989     |  
|Inventories                                                                                                                                       |  |                    | 681,791     |   |               |   | 679,024     |  
|Prepaid expenses                                                                                                                                  |  |                    | 79,951      |   |               |   | 82,348      |  
|Deferred tax asset  current                                                                                                                      |  |                    | 358,800     |   |               |   | 361,400     |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total current assets                                                                                                                              |  |                    | 3,569,598   |   |               |   | 3,824,334   |  
|Property, plant, and equipment, net of accumulated depreciation of $5,249,338 and $5,215,183 at September 30, 2010 and
June 30,2010, respectively |  |                    | 324,342     |   |               |   | 248,578     |  
|Deferred loan costs                                                                                                                               |  |                    | 66,637      |   |               |   | 67,826      |  
|Other assets                                                                                                                                      |  |                    | 121,233     |   |               |   | 123,300     |  
|Deferred tax asset                                                                                                                                |  |                    | 232,699     |   |               |   | 203,300     |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total assets                                                                                                                                      |  | $                  | 4,314,509   |   |               | $ | 4,467,338   |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                              |  |                    |             |   |               |   |             |  
|Current                                                                                                                                           |  |                    |             |   |               |   |             |  
|Accounts payable                                                                                                                                  |  | $                  | 400,446     |   |               | $ | 384,308     |  
|Accrued wages and employee benefits                                                                                                               |  |                    | 325,292     |   |               |   | 371,649     |  
|Deferred income                                                                                                                                   |  |                    | 354,200     |   |               |   | 359,194     |  
|Income taxes payable                                                                                                                              |  |                    | 145,912     |   |               |   | 115,697     |  
|Other accrued liabilities                                                                                                                         |  |                    | 94,328      |   |               |   | 88,665      |  
|Note payable  current                                                                                                                            |  |                    | 1,200,000   |   |               |   | 1,200,000   |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total current liabilities                                                                                                                         |  |                    | 2,520,178   |   |               |   | 2,519,513   |  
|Fair value interest rate swap                                                                                                                     |  |                    | 74,141      |   |               |   |            |  
|Note payable  long-term                                                                                                                          |  |                    | 4,000,000   |   |               |   | 4,300,000   |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total liabilities                                                                                                                                 |  |                    | 6,594,319   |   |               |   | 6,819,513   |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Stockholders (deficit) equity                                                                                                                    |  |                    |             |   |               |   |             |  
|Capital stock                                                                                                                                     |  |                    |             |   |               |   |             |  
|Preferred shares, par value $0.001 per share; 3,000,000 shares authorized; no shares issued and outstanding                                       |  |                    |            |   |               |   |            |  
|Common shares, par value $0.001 per share; 30,000,000 shares authorized; shares issued and outstanding 2,369,354                                  |  |                    | 2,369       |   |               |   | 2,369       |  
|Additional paid-in capital                                                                                                                        |  |                    | 20,285,873  |   |               |   | 20,285,873  |  
|Accumulated other comprehensive loss, net of tax                                                                                                  |  |                    | (46,242     | ) |               |   |            |  
|Deficit                                                                                                                                           |  |                    | (22,521,810 | ) |               |   | (22,640,417 | )
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total stockholders (deficit) equity                                                                                                              |  |                    | (2,279,810  | ) |               |   | (2,352,175  | )
|                                                                                                                                                  |  |                    |             |   |               |   |             |  
|Total liabilities and stockholders (deficit) equity                                                                                              |  | $                  | 4,314,509   |   |               | $ | 4,467,338   |  
|                                                                                                                                                  |  |                    |             |   |               |   |             |  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.





---

Unilens Vision Inc.

Condensed Consolidated Statements of Income and Changes in Accumulated Deficit

For Three Months Ended September 30, 2010 and 2009

(Unaudited)



|                                                                        |  |                                    |             |   |                                    |   |             |  
|----------------------------------------------------------------------- |  | ---------------------------------- | ----------- | - | ---------------------------------- | - | ----------- | -
|                                                                        |  | Three
MonthsEndedSeptember 30,2010 |             |   | Three
MonthsEndedSeptember 30,2009 |  
|Revenues:                                                               |  |                                    |             |   |                                    |   |             |  
|Sales                                                                   |  | $                                  | 1,529,574   |   |                                    | $ | 1,683,673   |  
|Royalty income                                                          |  |                                    | 660,206     |   |                                    |   | 767,676     |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Total revenues                                                          |  |                                    | 2,189,780   |   |                                    |   | 2,451,349   |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Operating costs and expenses:                                           |  |                                    |             |   |                                    |   |             |  
|Cost of sales                                                           |  |                                    | 898,090     |   |                                    |   | 961,371     |  
|Administration                                                          |  |                                    | 343,097     |   |                                    |   | 318,910     |  
|Research and development                                                |  |                                    | 18,176      |   |                                    |   | 19,360      |  
|Sales and marketing                                                     |  |                                    | 365,546     |   |                                    |   | 364,939     |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Total operating costs and expenses                                      |  |                                    | 1,624,909   |   |                                    |   | 1,664,580   |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Operating income                                                        |  |                                    | 564,871     |   |                                    |   | 786,769     |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Other non-operating items:                                              |  |                                    |             |   |                                    |   |             |  
|Other income                                                            |  |                                    | 545         |   |                                    |   | 468         |  
|Remeasurement income                                                    |  |                                    |            |   |                                    |   | 535         |  
|Interest (expense) income                                               |  |                                    | (71,252     | ) |                                    |   | 2,958       |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Total other non-operating items:                                        |  |                                    | (70,707     | ) |                                    |   | 3,961       |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Income before income tax expense                                        |  |                                    | 494,164     |   |                                    |   | 790,730     |  
|Net income tax expense                                                  |  |                                    | 162,315     |   |                                    |   | 296,642     |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Net income for the period                                               |  |                                    | 331,849     |   |                                    |   | 494,088     |  
|Deficit, beginning of period                                            |  |                                    | (22,640,417 | ) |                                    |   | (22,943,202 | )
|Dividends paid                                                          |  |                                    | (213,242    | ) |                                    |   | (409,564    | )
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Deficit, end of period                                                  |  | $                                  | (22,521,810 | ) |                                    | $ | (22,858,678 | )
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Net income per common share:                                            |  |                                    |             |   |                                    |   |             |  
|Basic                                                                   |  | $                                  | 0.14        |   |                                    | $ | 0.11        |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Diluted                                                                 |  | $                                  | 0.14        |   |                                    | $ | 0.11        |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Weighted average number of common shares outstanding during the period: |  |                                    |             |   |                                    |   |             |  
|Basic                                                                   |  |                                    | 2,369,354   |   |                                    |   | 4,550,715   |  
|Effect of dilutive options                                              |  |                                    |            |   |                                    |   | 5,371       |  
|                                                                        |  |                                    |             |   |                                    |   |             |  
|Diluted                                                                 |  |                                    | 2,369,354   |   |                                    |   | 4,556,086   |  
|                                                                        |  |                                    |             |   |                                    |   |             |  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements





---

Unilens Vision Inc.

Condensed Consolidated Statements of Cash Flows

For Three Months Ended September 30, 2010 and 2009

(Unaudited)



|                                                                                       |  |                                    |           |   |                                    |   |           |  
|-------------------------------------------------------------------------------------- |  | ---------------------------------- | --------- | - | ---------------------------------- | - | --------- | -
|                                                                                       |  | Three
MonthsEndedSeptember 30,2010 |           |   | Three
MonthsEndedSeptember 30,2009 |  
|                                                                                       |  |                                   
|CASH FLOWS FROM OPERATING ACTIVITIES                                                   |  |                                    |           |   |                                    |   |           |  
|Net income for the period                                                              |  | $                                  | 331,849   |   |                                    | $ | 494,088   |  
|Items not affecting cash:                                                              |  |                                    |           |   |                                    |   |           |  
|Depreciation and amortization                                                          |  |                                    | 34,154    |   |                                    |   | 41,245    |  
|Deferred tax expense                                                                   |  |                                    | 1,100     |   |                                    |   | 275,642   |  
|Remeasurement loss (gain)                                                              |  |                                    |          |   |                                    |   | (535      | )
|Income taxes payable                                                                   |  |                                    | 30,215    |   |                                    |   |          |  
|Change in working capital items                                                        |  |                                    | 58,991    |   |                                    |   | 71,687    |  
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Net cash provided by operating activities                                              |  |                                    | 456,309   |   |                                    |   | 882,127   |  
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|                                                                                       |  |                                   
|CASH FLOWS FROM INVESTING ACTIVITIES                                                   |  |                                    |           |   |                                    |   |           |  
|Purchase of property, plant and equipment and other assets                             |  |                                    | (109,918  | ) |                                    |   | (2,926    | )
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Net cash from (used) in investing activities                                           |  |                                    | (109,918  | ) |                                    |   | (2,926    | )
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|                                                                                       |  |                                   
|CASH FLOWS FROM FINANCING ACTIVITIES                                                   |  |                                    |           |   |                                    |   |           |  
|Repayment of borrowings under term loan                                                |  |                                    | (300,000  | ) |                                    |   |          |  
|Common stock dividends paid                                                            |  |                                    | (213,242  | ) |                                    |   | (409,564  | )
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Net cash used in financing activities                                                  |  |                                    | (513,242  | ) |                                    |   | (409,564  | )
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Change in cash and cash equivalents during the period                                  |  |                                    | (166,851  | ) |                                    |   | 469,637   |  
|Effect of exchange rate changes on cash and cash equivalents                           |  |                                    |          |   |                                    |   | 535       |  
|Cash and cash equivalents, beginning of period                                         |  |                                    | 1,080,540 |   |                                    |   | 1,178,626 |  
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Cash and cash equivalents, end of period                                               |  | $                                  | 913,689   |   |                                    | $ | 1,648,798 |  
|                                                                                       |  |                                    |           |   |                                    |   |           |  
|Supplemental cash flow disclosure information:                                         |  |                                    |           |   |                                    |   |           |  
|Noncash investing and financing activities:
Change in fair value of interest rate swap |  | $                                  | (74,141   | ) |                                    | $ |          |  
|Cash paid during the period for interest                                               |  | $                                  | 66,716    |   |                                    | $ |          |  
|Cash paid during the period for income taxes                                           |  | $                                  | 131,000   |   |                                    | $ | 21,000    |  
|                                                                                       |  |                                    |           |   |                                    |   |           |  

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.





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Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2010

(Unaudited)

Note 1  Basis of Presentation and Consolidation

Basis of Presentation

Unilens Vision Inc. operates through our wholly-owned
subsidiary, Unilens Corp. USA, located in Largo, Florida. The accompanying consolidated financial statements (the Financial Statements) for the interim periods ended September 30, 2010 and 2009 (the Interim Period) are
i) prepared on the basis of accounting principles generally accepted in the United States, ii) conform in all material respects with accounting principles generally accepted in Canada, and iii) are unaudited, but in the opinion of management,
reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position, operations, and changes in financial results of the Interim Period. The Financial Statements are not necessarily
indicative of the results to be expected for the full year. The Financial Statements do not contain the detail or footnote disclosure concerning accounting policies and other matters which would be included in full year financial statements, and
therefore should be read in conjunction with the our audited financial statements for the year ended June 30, 2010. Additional information concerning us is contained in the Management Discussion and Analysis included in this quarterly report.

Basis of Consolidation

These consolidated financial statements include the accounts of Unilens Vision Inc. and its wholly-owned subsidiary, Unilens Corp. USA and its
wholly-owned subsidiary, Unilens Vision Sciences Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation. None of the reclassifications impacted our income for the year in any period.

Note 2  Stock-Based Compensation, Stock Options and Stock

Stock-based payments are recorded using the fair value method of accounting for stock options. Under this method, in addition to reflecting compensation expense for new share-based awards, expense is also
recognized to reflect the remaining vesting period of awards that had been included in pro-forma disclosures in prior periods. There was no stock compensation expense attributable to stock options charged against income for the fiscal quarters ended
September 30, 2010 and September 30, 2009, since no options were granted during such periods and all options outstanding at the beginning of such periods were fully vested.

Stock Option Plan and Stock Options

We have adopted a stock option plan (the
Stock Option Plan). The purpose of the Stock Option Plan is to advance the interests of the Company by providing directors, officers, employees and consultants with a financial incentive to continue to improve the performance of the
Company and encourage them to remain with the Company. The term of any option granted under the Stock Option Plan may not exceed 10 years. The exercise price of each option must equal or exceed the market price of our stock as calculated on the date
of grant. The maximum number of our common shares reserved for issuance under the Stock Option Plan cannot exceed 10% percent of our issued and outstanding common shares. Options, in general, vest immediately except options granted to consultants
performing investor relations activities vest at a minimum over a period of at least 12 months, 25% at the end of each three-month period. No more than 5% of our issued and outstanding capital stock may be granted to any one individual in any
twelve-month period and no more than 2% of our issued and outstanding capital stock may be granted to any one consultant in any twelve-month period.





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Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30, 2010

(Unaudited)



At the Annual General Meeting of Shareholders held on March 25, 2010, the shareholders approved the
Unilens Incentive Stock Option Plan. The initial maximum number of shares available for option grants under the Stock Option Plan is 236,935.

The following table, describes the number and the exercise price of options that have been granted, exercised, or cancelled under the Stock Option Plan approved on March 25, 2010 during the period
ended September 30, 2010:



|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|---------------------------------- |  | ---------------- | ------- |  | ------------------------------ | - | ---- | ------------------------------ |  |  | ---------- | 
|                                   |  | Number ofOptions |         |  | Weighted AverageExercise Price |   |      | Weighted AverageRemaining Life | 
|Outstanding, beginning of year     |  |                  | 160,000 |  |                                | $ | 4.83 |                                |  |  | 9.67 Years | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Exercised                          |  |                  |        |  |                                |   |      |                                |  |  |            | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Granted                            |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Directors/Employees                |  |                  |        |  |                                |   |      |                                |  |  |            | 
|Consultants                        |  |                  |        |  |                                |   |      |                                |  |  |            | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Sub-total granted                  |  |                  |        |  |                                |   |      |                                |  |  |            | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Expired/cancelled                  |  |                  |        |  |                                |   |      |                                |  |  |            | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Outstanding, end of period         |  |                  | 160,000 |  |                                | $ | 4.83 |                                |  |  | 9.42 Years | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 
|Options exercisable, end of period |  |                  | 155,000 |  |                                | $ | 4.83 |                                |  |  | 9.42 Years | 
|                                   |  |                  |         |  |                                |   |      |                                |  |  |            | 

As of September 30, 2010 we have 160,000 options outstanding and an additional 76,935 options available for future
grants under the existing Incentive Stock Option Plan.

There was no cash proceeds, related to options exercised during the three months ended
September 30, 2010, as no options were exercised.

The following table describes the number of options, exercise price, and expiry date
of the options granted by the Company that were outstanding at September 30, 2010:



|                  |  |        |         |  |               |   |      |             |  |  |               | 
|----------------- |  | ------ | ------- |  | ------------- | - | ---- | ----------- |  |  | ------------- | 
|Number of Options |  | Vested |         |  | ExercisePrice |   |      | Expiry Date | 
|160,000           |  |        | 155,000 |  |               | $ | 4.83 |             |  |  | March 1, 2020 | 
|                  |  |        |         |  |               |   |      |             |  |  |               | 

We use the Black-Scholes pricing model to estimate the fair value of stock-based awards. The expected volatilities are based
on the historical volatility of our stock price. Historical data is used to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is based on historical exercise patterns of employees
and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U S Treasury yield curve in effect at the time of the grant.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Based on historical experience of forfeitures, the Company estimated forfeitures at 0% for the period
ended September 30, 2010.

As of September 30, 2010 we had approximately $790 of unrecognized compensation expense related to
non-vested share based compensation that is expected to be recognized over the next three months.

As of September 30, 2010 the aggregate
intrinsic value of options outstanding and options exercisable were both zero since the closing price of our common shares on that date of $4.65 was less then the exercise price.





---

Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30, 2010

(Unaudited)



Note 3  Income per Common Share

Basic income per common share is calculated by dividing the income for the period by the weighted-average number of common shares outstanding during the period.

Diluted income per common share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common
shares outstanding used for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the
period.

In January 2010, we repurchased and retired 2,188,861 of our common stock from our then largest shareholder.

Note 4  Inventories



|                                |  |                         |         |  |                    |   |         | 
|------------------------------- |  | ----------------------- | ------- |  | ------------------ | - | ------- | 
|                                |  | As at September 30,2010 |         |  | As at June 30,2010 |  
|Raw materials                   |  | $                       | 228,833 |  |                    | $ | 270,388 | 
|Work in progress                |  |                         | 25,354  |  |                    |   | 26,685  | 
|Finished goods                  |  |                         | 451,504 |  |                    |   | 406,091 | 
|                                |  |                         |         |  |                    |   |         | 
|                                |  |                         | 705,691 |  |                    |   | 703,164 | 
|Less allowance for obsolescence |  |                         | 23,900  |  |                    |   | 24,140  | 
|                                |  |                         |         |  |                    |   |         | 
|                                |  | $                       | 681,791 |  |                    | $ | 679,024 | 
|                                |  |                         |         |  |                    |   |         | 

Note 5  Supplemental Disclosure with Respect to Cash Flows



|                                             |  |                                    |         |   |                                    |   |          |  
|-------------------------------------------- |  | ---------------------------------- | ------- | - | ---------------------------------- | - | -------- | -
|                                             |  | Three MonthsEndedSeptember 30,2010 |         |   | Three MonthsEndedSeptember 30,2009 |  
|Cash provided by (used in):                  |  |                                    |         |   |                                    |   |          |  
|Accounts and royalties and other receivables |  | $                                  | 85,655  |   |                                    | $ | 76,413   |  
|Inventories                                  |  |                                    | (2,767  | ) |                                    |   | 163,050  |  
|Prepaid expenses and other assets            |  |                                    | 5,653   |   |                                    |   | (120,707 | )
|Accounts payable and accrued liabilities     |  |                                    | (29,550 | ) |                                    |   | (47,069  | )
|                                             |  |                                    |         |   |                                    |   |          |  
|Change in working capital items              |  | $                                  | 58,991  |   |                                    | $ | 71,687   |  
|                                             |  |                                    |         |   |                                    |   |          |  





---

Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30, 2010

(Unaudited)



Note 6  Revenue Information

All of our assets and operations are located in the United States in one business segment. Our revenues are derived from royalty income received from our exclusive agreement with Bausch & Lomb
Incorporated (Bausch & Lomb), for the use of our patented multifocal designs and technology, and from sales from our specialty optical lens business, which manufactures and distributes optical products that use our proprietary
design and manufacturing technology. Sales from our specialty optical lens business come from the following lens categories, for the three months ended September 30:



|                             |  |                                    |           |  |                                    |   |           | 
|---------------------------- |  | ---------------------------------- | --------- |  | ---------------------------------- | - | --------- | 
|                             |  | Three MonthsEndedSeptember 30,2010 |           |  | Three MonthsEndedSeptember 30,2009 |  
|Disposable lenses            |  | $                                  | 976,743   |  |                                    | $ | 1,047,895 | 
|Custom soft lenses           |  |                                    | 283,645   |  |                                    |   | 298,793   | 
|Gas permeable lenses         |  |                                    | 111,952   |  |                                    |   | 142,478   | 
|Replacement and other lenses |  |                                    | 157,234   |  |                                    |   | 194,507   | 
|                             |  |                                    |           |  |                                    |   |           | 
|Total sales                  |  | $                                  | 1,529,574 |  |                                    | $ | 1,683,673 | 
|                             |  |                                    |           |  |                                    |   |           | 

Note 7  Line of Credit and Interest Rate Swap

On November 1, 2009, our previous line of credit of $1,500,000 expired. This line of credit was collateralized by all assets of Unilens Corp. USA, excluding the Royalty Agreement with
Bausch & Lomb.

On November 9, 2009, we closed on a $6,900,000, 5-year term loan facility and a new $1,500,000 line of credit
with Regions Bank. The term loan facility, which had a six-month advance period, was entered into to fund the Stock Purchase Agreement and the new line of credit replaced the previous line of credit. The term loan is payable in 60 monthly principal
payments of $100,000 plus accrued interest. Both the term loan and the new line of credit bear interest at a floating rate of 30-day LIBOR plus 3.25% or 3.75% depending on whether the ratio of our debt to EBITDA is less than 1-to-1 or equal to or
greater than 1-to-1, with a minimum interest rate of 4.75%. Under the new line of credit, at any time, maximum borrowings may not exceed the lesser of (i) $1,500,000 or (ii) a sum equal to 80% of Qualified Accounts plus 50% of Qualified
Inventory. The line of credit expires in November 2010, but maybe extended for up to two one-year terms.

The term loan and the new line of
credit are secured by a security interest in favor of Regions Bank in our inventory, accounts receivable, general intangibles, cash and principal United States patent. Under both the term loan facility and the new line of credit, we are required to
meet customary covenants regarding, among other things, the maintenance of specified cash flow leverage and fixed charge coverage ratios and the requirement of lender consent for significant transactions such as mergers, acquisitions, dispositions
and other financings.

We were in compliance with all financial covenants and had an outstanding balance under the term loan of $5,200,000 and
no outstanding balances under the line of credit during the period ended September 30, 2010.

On August 6, 2010, we entered into an
interest rate swap agreement facilitated by Regions Bank to manage its cash flow exposure to interest rate changes with a notional amount of $5,300,000 which is scheduled to mature in January 2015. We do not enter into this type of financial
instrument for trading or speculative purposes. The swap effectively





---

Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30, 2010

(Unaudited)



will convert our variable rate debt under the term loan of LIBOR plus 3.75% with a minimum interest rate of 4.75%, to a fixed rate of 5.16%, without exchanging the notional principal amount. This
agreement was designed as a cash flow hedge and is reflected at fair value in our condensed consolidated balance sheet as a component of total liabilities, and the related gains or losses are deferred in stockholders equity as a component of
accumulated other comprehensive income or loss.

If in the future the interest rate swap agreement was determined to be ineffective or was
terminated before the contractual termination date, or if it became probable that the hedged variable cash flows associated with the variable rate borrowing would stop, the Company would be required to reclassify into earnings all or a portion of
the unrealized losses on cash flow hedges included in accumulated other comprehensive income (loss).

Note 8  Fair Value Disclosures

The authoritative guidance for fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The three levels of the fair value hierarchy under the guidance are described below:



|        |  |                                                                                                                                                                                                                                                               
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.                                                                                                                            
|        | 
|Level 2 |  | Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by
observable data for substantially the full term of the assets or liabilities.
|        | 
|Level 3 |  | Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.                                                                                                        

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Companys interest rate swap, which is
included as a component of total liabilities in the condensed consolidated balance sheet. The fair value is based on the expected cash flows over the life of the swap from a pricing model using a specific market environment.



|                   |  |                              |         |   |         |   |   |         |  |   |         |   |  |   |   | 
|------------------ |  | ---------------------------- | ------- | - | ------- | - | - | ------- |  | - | ------- | - |  | - | - | 
|                   |  | Total as ofSeptember 30,2010 |         |   | Level 1 |   |   | Level 2 |  |   | Level 3 |  
|Interest rate swap |  | $                            | (74,141 | ) |         | $ |  |         |  | $ | (74,141 | ) |  | $ |  | 
|                   |  |                              |         |   |         |   |   |         |  |   |         |   |  |   |   | 

The following presents the balances and net changes in the accumulated other comprehensive loss related to the interest rate
swap, net of income taxes.



|                                                                      |  |                   |         |  
|--------------------------------------------------------------------- |  | ----------------- | ------- | -
|                                                                      |  | Interest RateSwap |        
|Balance at the June 30, 2010                                          |  | $                 |        |  
|Net change in fair value of interest rate swap, net of tax of $27,899 |  |                   | (46,242 | )
|Balance September 30, 2010                                            |  | $                 | (46,242 | )
|                                                                      |  |                   |         |  





---

Unilens Vision Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30, 2010

(Unaudited)



Note 9  Recent Accounting Standards

Recent codified pronouncements by the FASB are not believed by management to have a material impact on the Companys present or future financial
statements.

Note 10  Legal Proceedings

On January 29, 2010, the Company and Unilens Corp. USA were served with a summons and complaint in an action brought by Ocular Insight, Inc. (Ocular) in the Palm Beach County Florida
Circuit Court against the Company, Unilens Corp. USA, each of our current directors and Elizabeth Harrison, formerly a director. Among other things, the complaint alleged that, in connection with the Companys purchase of its common shares
owned by Uniinvest Holding AG, In Liquidation, then our largest shareholder, the Company, Unilens Corp., USA and the other defendants allegedly breached obligations under a nondisclosure agreement between Ocular and the Company and thereby caused
Ocular damages in an unspecified amount. We believed that Oculars claims were totally without merit and vigorously opposed them. Pursuant to motions to dismiss, Oculars claims against all of the individual defendants were dismissed in
May 2010. During the summer, we engaged in settlement discussions with Ocular. On September 22, 2010, Ocular voluntarily dismissed this litigation without prejudice.

Note 11  Subsequent Events

On November 1, 2010, our Board
of Directors declared a quarterly cash dividend of $0.09 per common share, payable November 26, 2010 to stockholders of record at the close of business on November 12, 2010. This is the 17thconsecutive quarterly cash dividend declared.





---

Item 6  Exhibits



|           |  |                                                                                                                                              |  |                           |  |              |  |         |  |             |  |                                                
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | ------------ |  | ------- |  | ----------- |  | -----------------------------------------------
|           |  |                                                                                                                                              |  | Incorporated by Reference |  |             
|ExhibitNo. |  | Exhibit Description                                                                                                                          |  | Form                      |  | SEC
File No. |  | Exhibit |  | Filing
Date |  | Filed () orFurnished()
Herewith(as indicated)
|           |  |                                                                                                                                              |  |                           |  |             
|3.1        |  | Memorandum, Certificate of Incorporation and Articles of Association of Unilens Vision Inc. (British, Columbia)                              |  | 20-F                      |  | 001-17861    |  | 3.1     |  | 07/03/1989  |  |                                                
|           |  |                                                                                                                                              |  |                           |  |             
|3.2        |  | Certificate of Incorporation Unilens Vision Inc. (Delaware)                                                                                  |  | 10-K                      |  | 001-17861    |  | 3.2     |  | 09/28/2010  |  |                                                
|           |  |                                                                                                                                              |  |                           |  |             
|3.3        |  | Unilens Vision Inc. By-Laws (Delaware)                                                                                                       |  | 10-K                      |  | 001-17861    |  | 3.3     |  | 09/28/2010  |  |                                                
|           |  |                                                                                                                                              |  |                           |  |             
|10.1       |  | Confirmation letter dated as of August 10, 2010 among Unilens Corp. USA and Regions Bank confirming terms and conditions of Swap Transaction |  |                           |  |              |  |         |  |             |  |                                                
|           |  |                                                                                                                                              |  |                           |  |             
|31.1       |  | Certification of Michael J. Pecora pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                 |  |                           |  |              |  |         |  |             |  |                                               
|           |  |                                                                                                                                              |  |                           |  |             
|31.2       |  | Certification of Leonard F. Barker pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                 |  |                           |  |              |  |         |  |             |  |                                               
|           |  |                                                                                                                                              |  |                           |  |             
|32.1       |  | Certification of Michael J. Pecora pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 |  |                           |  |              |  |         |  |             |  |                                               
|           |  |                                                                                                                                              |  |                           |  |             
|32.2       |  | Certification of Leonard F. Barker pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                 |  |                           |  |              |  |         |  |             |  |                                               





---

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.



|                       |  |                                  |  |                                                               
|---------------------- |  | -------------------------------- |  | --------------------------------------------------------------
|                       |  | UNILENS VISION INC. (Registrant)
|                       |  |                                 
|Date: January 12, 2011 |  | By                               |  | /s/ Michael J. Pecora                                         
|                       |  | Name:                            |  | Michael J. Pecora                                             
|                       |  | Title:                           |  | President and Chief Executive Officer                         
|                       |  |                                  |  | (Principal Executive Officer)                                 
|                       |  |                                 
|Date: January 12, 2011 |  | By                               |  | /s/ Leonard F. Barker                                         
|                       |  | Name:                            |  | Leonard F. Barker                                             
|                       |  | Title:                           |  | Vice President, Chief Financial Officer                       
|                       |  |                                  |  | (Principal Financial Officer and Principal Accounting Officer)