UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 2

(Mark One)

For the quarterly period ended September 30, 2010

OR

Commission File Number 000-17861

UNILENS VISION INC.

(Exact name of registrant as specified in its charter)

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.

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.

PART I – FINANCIAL INFORMATION

Item 1 – Unaudited Financial Statements

Unilens Vision Inc.

Condensed Consolidated Balance Sheets

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

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)

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)

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

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.

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:

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:

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

Note 5 — Supplemental Disclosure with Respect to Cash Flows

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:

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:

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.

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

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 17^th consecutive quarterly cash dividend declared.

Item 6 – Exhibits

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.