Form 20-F

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Number of outstanding shares of Unilens Vision Inc.’s capital stock as of June 30, 2006:

Indicate by check mark if the Registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act YES ¨ NO x

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES x NO ¨

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by to 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. YES x NO ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which financial statement item Registrant has elected to follow: Item 17 x Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Securities Exchange Act of 1934. YES ¨ NO x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.

As used in this Annual Report for the fiscal year ending June 30, 2006, unless the context otherwise requires, “we”, “us”, “our”, or “Unilens” refers to Unilens Vision Inc. and its subsidiaries. In this Form 20-F, references to “Cdn$” are to Canadian dollars; and references to “U.S. dollars”, “U.S.$” or “$” are to United States dollars.

IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT CONTAINS STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE EXCHANGE ACT, AND ARE MADE IN RELIANCE UPON THE PROTECTIONS PROVIDED BY SUCH ACTS FOR FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS IN THIS ANNUAL REPORT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN THIS ANNUAL REPORT, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR THOSE ANTICIPATED. IN THIS ANNUAL REPORT, THE WORDS “ANTICIPATES”, “BELIEVES”, “EXPECTS”, “INTENDS”, “FUTURE”,. “MAY”, “WILL”, “WOULD”, “COULD”, “SHOULD”, “EXPECTS”, “INTENDS”, “PLAN”, “ESTIMATES”, “PREDICTS”, “PROJECTS”, “SEEKS”, “POTENTIAL”, “LIKELY”, “CONTINUE”, AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED TO CONSIDER THE SPECIFIC RISK FACTORS DESCRIBED BELOW AND NOT TO PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNUAL REPORT. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS ANNUAL REPORT ARE MADE ONLY AS OF THE DATE OF THIS ANNUAL REPORT, AND WE DO NOT UNDERTAKE ANY OBLIGATION TO PUBLICLY UPDATE OR CORRECT ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT SUBSEQUENTLY OCCUR OR WHICH WE, AFTER THE DATE OF THIS ANNUAL REPORT, BECOME AWARE OF. YOU SHOULD READ THIS DOCUMENT AND THE DOCUMENTS THAT WE INCORPORATE BY REFERENCE INTO THIS ANNUAL REPORT COMPLETELY AND WITH THE UNDERSTANDING THAT OUR ACTUAL FUTURE RESULTS MAY BE MATERIALLY DIFFERENT FROM WHAT WE EXPECT. WE MAY NOT UPDATE THESE FORWARD-LOOKING STATEMENTS, EVEN IF OUR SITUATION CHANGES IN THE FUTURE. ALL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US ARE EXPRESSLY QUALIFIED BY THESE CAUTIONARY STATEMENTS.

The following constitutes our selected consolidated financial data for the fiscal years ended June 30, 2006, 2005, 2004, 2003, and 2002 in U.S. dollars, presented in accordance with United States generally accepted accounting principles. The selected consolidated financial data is derived from our financial statements for such periods. Certain of the prior year’s comparative figures have been reclassified to conform to the presentation adopted for the current year. The following is qualified by, and should be read in conjunction with, the financial statements included in Item 17. All amounts are stated in U.S. dollars.

On August 1, 2006 the Board of Directors declared a special cash dividend of $0.25 per common share, paid August 28, 2006 to stockholders of record at the close of business on August 14, 2006. The Company also stated its plan to begin paying a regular quarterly dividend. On November 1, 2006 the Board of Directors declared its initial quarterly cash dividend of $0.075 per common share, paid November 28, 2006 to stockholders of record at the close of business on November 14, 2006. The amount of future dividends will depend on earnings, cash flow, and all other aspects of our business as determined and declared by the Board of Directors.

In October 2001, we entered into an exclusive worldwide license of one of our patented multi-focal design technologies with Bausch & Lomb Incorporated (“Bausch & Lomb”), which generates a significant portion of our net income. We collect royalties based on Bausch & Lomb’s worldwide net sales of products utilizing the design technology. There can be no assurance, however, that Bausch & Lomb will continue to sell products using our technology at the same levels as it currently does or at all.

We rely on one supplier for our molded contact lenses and on one supplier for the raw materials used in the production of most of our soft lathe-cut contact lenses.

In June 2002, we entered into a supply agreement with one of our suppliers for the manufacture of our Molded C-Vue multifocal lens, which accounts for a significant portion of our sales (approximately 46% of sales during the 2006 fiscal year). Although to date the supplier has met our requirements, there can be no assurance that it will continue to meet its obligations under our agreement or as to any renewal of our supply agreement. The supplier is not under any obligation to supply products utilizing other materials or manufacturing processes, or to meet our possible future requirements for design or material changes and enhancements. While alternate suppliers for the manufacture of specialty molded or partially molded contact lenses have been identified, should the need arise, there can be no assurance that an alternate supplier can successfully manufacture lenses to our specifications or material requirements or on acceptable terms.

The raw materials used for the production of most of our lathe-cut soft contact lenses are purchased from Benz Research Corporation. Over the past three years we have not experienced any interruption in the supply of our raw materials. While alternate vendors have been identified, should the need arise, there can be no assurance that an alternate supplier can provide the raw materials in accordance to our specifications or on acceptable terms.

We face intense competition, and our failure to compete effectively could have a material adverse effect on our profitability and results of operations.

The market for soft contact lenses is intensely competitive and many competing products have lower prices than do ours. Our ability to increase U.S. market penetration is dependent on persuading eye care professionals to recommend our products to consumers, as well as persuading consumers of competing products to switch to our products, on the basis of quality, features and value. Our products compete with similar products offered by a number of larger companies, including Johnson & Johnson, a unit of Vistakon, Ciba Vision Corporation, a division of Novartis AG, Bausch & Lomb, and Cooper Vision. Many of our competitors have substantially greater financial, marketing and technical resources, greater market penetration and larger manufacturing capacities and volumes.

Among other things, these advantages may afford our competitors greater ability to manufacture large volumes of lenses, reduce product prices and influence customer buying decisions. We believe that certain of our competitors are expanding, or are planning to expand their manufacturing capacity, and are implementing automated manufacturing processes, in order to support anticipated increases in volume. Because many of the costs incurred in producing contact lenses are relatively fixed, a manufacturer that can increase its volume can generally reduce its per unit costs and thereby increase its flexibility to reduce prices. Our competitors could also reduce prices to increase sales volumes, so as to utilize their production capacity, or for other reasons. Price reductions by competitors could make our products less competitive, and we cannot assure you that we would be able to either match a competitor’s pricing plan or reduce our prices in response. Our ability to respond to competitive pressures by decreasing our prices without adversely affecting our gross margins and operating results will depend on our ability to decrease our costs per lens. Any significant decrease in our costs per lens will depend, in part, on our ability to increase sales volume and production capacity, of which there can be no assurance. Our failure to respond to competitive pressures and particularly price competition in a timely manner could have a material adverse effect on our business, financial condition and results of operations.

Many of our competitors have access to higher oxygen permeable silicone hydrogel materials, which we currently do not have. Competition from products manufactured from silicone hydrogel materials may have a material adverse effect on our business, financial condition and results of operations.

We also encounter competition from manufacturers of eyeglasses and from alternative technologies, such as surgical refractive procedures (including new refractive laser procedures such as PRK, or photo refractive keratectomy, and LASIK, or laser in situ keratomileusis). If surgical refractive procedures become increasingly accepted as an effective and safe technique for permanent vision correction, they could substantially reduce the demand for contact lenses by enabling patients to avoid the ongoing cost and inconvenience of contact lenses. Accordingly, we cannot assure you that these procedures, or other alternative technologies that may be developed in the future, will not cause a substantial decline in the number of contact lens wearers and thus have a material adverse effect on our business, financial condition and results of operations.

Our future success will depend in part upon our ability to attract and retain highly qualified personnel. We compete for such personnel with other companies, academic institutions, government entities and other organizations. We cannot assure you that we will be successful in retaining or hiring qualified personnel. The loss of any of our senior management or other key research, clinical, regulatory, or sales and marketing personnel, particularly to competitors, could have a material adverse effect on our business, financial condition and results of operations.

Unilens Vision Inc. is a holding company. Unilens Vision Inc.’s only source of cash, other than from debt or equity financings, is from distributions from its subsidiaries and interest earnings of cash invested.

Unilens Vision Inc. is a holding company with essentially no operations of its own and conducts substantially all of its business operations through one of its subsidiaries, Unilens Corp. USA. Unilens Vision Inc.’s only significant asset is the outstanding capital stock of such subsidiary. Unilens Vision Inc. is wholly dependent, other than from debt or equity financings, on the cash flow of such subsidiary and dividends and distributions to it from such subsidiary in order to service any current and future indebtedness obligations it may have.

With our common shares being traded in the U.S. only on the OTC Bulletin Board, the liquidity of our common shares in the U.S. may be limited.

Our common shares trade in Canada on the TSX Venture Exchange and in the United States on the OTC Bulletin Board. Stocks in the OTC Bulletin Board market ordinarily have much lower trading volume than in other markets, such as the Nasdaq SmallCap Market or the Nasdaq National Market. Very few market makers take interest in shares traded over-the-counter, and accordingly the markets for such shares are less orderly than is usual for Nasdaq stocks. As a result of the low trading volumes ordinarily obtained in the OTC Bulletin Board market, sales of our common shares in any significant amount could not be absorbed without a dramatic reduction in price. Moreover, thinly traded shares in the OTC Bulletin Board market are more susceptible to trading manipulations than is ordinarily the case for more actively traded shares.

“Penny stock” rules may make buying or selling our common shares difficult, severely limiting the market price of our common shares and the liquidity of our shares in the U.S.

Trading in our common shares is subject to the “penny stock” regulations adopted by the U.S. Securities and Exchange Commission. These regulations generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require delivery, prior to any transaction involving a “penny stock,” of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our stock, which could severely limit their market price and the liquidity of our stock.

The price of our common shares in the U.S. and Canada continues to be highly volatile.

The market price of our common shares in the U.S. and Canada is, and is likely to continue to be, volatile and may be significantly affected by factors such as: actual or anticipated fluctuations in our operating results or those of our competitors; competitive factors; trade practice litigation; new products offered by us or our competitors; developments with respect to patents or proprietary rights; conditions and trends in our industry and other related industries; regulatory actions; adoption of new accounting standards; changes in financial estimates by securities analysts; general market conditions; and other factors.

The Company paid a special cash dividend of $0.25 to holders of our common shares in August 2006. In November 2006, the Company paid its initial quarterly cash dividend of $0.075 to holders of our common shares. These were the first dividends paid by us. The amount of future dividends will depend on earnings, cash flow, and all other aspects of our business as determined and declared by the Board of Directors. There can be no assurance that we can generate sufficient earnings and cash flow to continue paying quarterly dividends.

Our manufacturing facility located in the U.S. and our products sold in the U.S. are subject to stringent regulation by the Food and Drug Administration.

Under the Food, Drug and Cosmetic Act (the “FDC Act”) and implementing regulations, the Food and Drug Administration (the “FDA”) regulates the testing, manufacturing, labeling, distribution, and promotion of medical devices such as contact lenses. Noncompliance with applicable requirements can result in, among other things, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension of product distribution, failure of the government to grant premarket clearance or approval for devices, withdrawal of marketing clearances or approvals, and criminal prosecution. The FDA also has the authority to request the recall, repair, replacement or refund of the cost of any device manufactured or distributed by us.

Before a new device can be introduced into the U.S. market, it must receive FDA premarket notification clearance under Section 510(k) of the FDC Act (“Section 510(k)”) or premarket approval pursuant to the more costly and time-consuming premarket approval application (“PMA”) procedure. For devices that are cleared through the Section 510(k) process, modifications or enhancements that could significantly affect safety or effectiveness, or constitute a major change in the intended use of the device, will require new Section 510(k) submissions. While less expensive and time-consuming than obtaining PMA clearance, securing Section 510(k) clearance may involve the submission of a substantive review of six months or more. Any products manufactured or distributed pursuant to Section 510(k) clearance are subject to pervasive and continuing regulation by the FDA, including record keeping requirements and reporting of adverse experience with the use of the device.

We are seeking Section 510(k) clearances for all of the new products we intend to manufacture and market in the U.S. New products may require clinical studies to support a Section 510(k) clearance or PMA. There is no certainty that clinical studies involving new products will be completed in a timely manner or that the data and information obtained will be sufficient to support the filing of a PMA or Section 510(k) clearance. We may not be able to obtain necessary clearances and approvals to market new devices or any other products under development on a timely basis, if at all, and delays in receipt or failure to receive such clearances or approvals, the loss of previously received clearances, or failure to comply with existing or future regulatory requirements could have a material adverse effect on our business, financial condition and results of operations.

As a manufacturer of medical devices, we are required to register with the FDA and comply with the FDA’s Code of Federal Regulations quality system requirements. If the FDA believes that we may not be operating in compliance with applicable laws and regulations, it can record its observations on a Form FDA 483; place us under observation and re-inspect the facilities; institute proceedings to issue a warning letter apprising of violative conduct; detain or seize products; mandate a recall; enjoin future violations; and assess civil and criminal penalties against us, our officers or our employees. In addition, in appropriate circumstances, the FDA could withdraw clearances or approvals. Failure to comply with regulatory requirements or any adverse regulatory action could have a material adverse affect on us.

Manufacturers of medical devices for marketing in the U.S. also must comply with the medical device reporting (“MDR”) requirements of the FDA, that require companies report to the FDA any incident in which its product may have caused or contributed to a death or serious injury, or in which its product malfunctioned and, if the malfunction were to recur, it would be likely to cause or contribute to a death or serious injury. Labeling and promotional activities are subject to scrutiny by the FDA. Current FDA enforcement policy prohibits the marketing of approved medical devices for unapproved uses. We are subject to routine inspection by the FDA for compliance with quality systems requirements, MDR requirements, and other applicable regulations. We cannot assure you that we will not incur significant costs to comply with laws and regulations in the future or that laws and regulations will not have a material adverse effect upon our business, financial condition or results of operation.

Our products are subject to stringent regulation by various foreign jurisdictions in which our products are sold.

Our products also are subject to regulation in other countries in which we sell our products. The laws and regulations of such countries range from comprehensive medical device approval procedures such as those described above to simple requests for product data or certifications. The number and scope of these laws and regulations are increasing. In particular, medical devices in the European Union (the “EU”) are subject to the EU’s medical devices directive (the “Directive”).

Under the system established by the Directive, all medical devices other than active implants and in vitro diagnostic products currently must qualify for “CE marking.” “CE marking” means that a manufacturer certifies that its product bearing the CE mark satisfies all requirements essential for the product to be considered safe and fit for its intended purpose. We have received CE marking authorization for all products that we currently market in the EU. In addition, medical device sales in the EU require auditing by a certified third party (a “Notified Body”) to ensure that the manufacturer’s quality systems are in compliance with the requirements of the ISO 9000 standards.

Although member countries must accept for marketing medical devices bearing a CE marking without imposing further requirements related to product safety and performance, each country may require the use of its own language or labels and instructions for use. Authorities who are required to enforce compliance with the requirements of the Directive can restrict, prohibit and recall CE-marked products if they are unsafe. Such a decision must be confirmed by the European Commission in order to be valid. Member countries can impose additional requirements as long as they do not violate the Directive or constitute technical barriers to trade.

Additional approvals from foreign regulatory authorities may be required for international sale of our products in non-EU countries. Failure to comply with applicable regulatory requirements can result in the loss of previously received approvals and other sanctions and could have a material adverse effect on our business, financial condition and results of operations.

We face an inherent risk of exposure to product liability claims in the event that the use of the products we manufacture or sell results in personal injury.

We face an inherent risk of exposure to product liability claims in the event that the use of the products we manufacture and/or sell results in personal injury. Although we have not experienced any losses due to product liability claims, we cannot assure you that we will not experience such losses in the future. We maintain insurance against product liability claims, but we cannot be certain that such coverage will be adequate to cover any liabilities that we may incur, or that such insurance will continue to be available on terms acceptable to us. A successful claim brought against us in excess of available insurance coverage, or any claim that results in significant adverse publicity against us, could harm our business.

We conduct all of our manufacturing operations at a single facility in Largo, Florida. As a result, any prolonged disruption in the operations of our manufacturing facility, whether due to technical or labor difficulties, destruction of or damage to the facility or other reasons, could have a material adverse effect on our business, financial condition and results of operations. In this regard, because our principal manufacturing facility is located in Largo, Florida, such facility is exposed to the risks of damage from certain weather conditions including, without limitation: hurricanes, windstorms, and floods. If our facility were to be out of production for an extended period, our business, financial condition and results of operation would be materially adversely affected.

Our manufacturing capacity may not be adequate to meet the demands of our business.

Our products are manufactured in quantities sufficient to satisfy our current level of product sales. If we experience increases in sales, we will need to increase our production beyond our present manufacturing capacity. The process for transferring the manufacture of our products to new facilities is lengthy and requires regulatory approval, and our manufacturing and related costs could increase as a result of the transaction. Any prolonged disruption in the operation of our manufacturing facilities or those of our third-party manufacturers, or any significant increase in associated costs, could materially harm our business, financial condition and results of operations.

If we are unable to protect our intellectual property rights, our business and prospects may be harmed.

Our ability to compete effectively is dependent upon the proprietary nature of the designs, processes, technologies and materials owned by, used by or licensed to us. Although we attempt to protect our proprietary property, technologies and processes both in the U.S. and in foreign countries through a combination of patent law, trade secrets and non-disclosure agreements, these may be insufficient. In addition, because of the differences in foreign patent and other laws concerning proprietary rights, our products may not receive the same degree of protection in foreign countries as they would in the U.S.

We may be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from selling our products.

There is a substantial amount of litigation over patent and other intellectual property rights in the eye care industry, and in the contact lens markets particularly. The fact that we have patents issued to us for our products does not mean that we will always be able to successfully defend our patents and proprietary rights against challenges or claims of infringement by our competitors. A successful claim of patent or other intellectual property infringement against us could adversely affect our growth and profitability, in some cases materially. We cannot assure you that others will not claim that our proprietary or licensed products are infringing their intellectual property rights or that we do not in fact infringe those intellectual property rights. From time to time, we receive notices from third parties of potential infringement and receive claims of potential infringement. We may be unaware of intellectual property rights of others that may cover some of our technology. If someone claims that our products infringed their intellectual property rights, any resulting litigation could be costly and time consuming and would divert the attention of management and key personnel from other business issues. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks.

Claims of intellectual property infringement also might require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. We also may be subject to significant damages or an injunction preventing us from manufacturing, selling or using some or some aspect of our products in the event of a successful claim of patent or other intellectual property infringement. Any of these adverse consequences could have a material adverse effect on our business and profitability.

If we do not introduce new commercially successful products in a timely manner, our products may become obsolete over time, customers may not buy our products and our revenue and profitability may decline.

Demand for our products may change in ways we may not anticipate because of: evolving customer needs; the introduction of new products and technologies; evolving surgical practices; and evolving industry standards. Without the timely introduction of new commercially successful products and enhancements, our products may become obsolete over time, in which case our revenue and operating results would suffer. The success of our new product offerings will depend on several factors, including without limitation our ability to: properly identify and anticipate customer needs; commercialize new products in a timely manner; manufacture and deliver products in sufficient volumes on time; differentiate our offerings from competitors’ offerings; achieve positive clinical outcomes for new products; satisfy the increased demands by healthcare payors, providers and patients for lower-cost products; and innovate and develop new materials and product designs. Moreover, innovations generally will require a substantial investment in research and development before we can determine the commercial viability of these innovations, and we may not have the financial resources necessary to fund these innovations. In addition, even if we are able to successfully develop enhancements or new generations of our products, they may not produce revenue in excess of the costs of development, and they may be quickly rendered obsolete by changing customer preferences or the introduction by our competitors of products embodying new technologies or features.

(i) In mid 2001, we began focusing on the licensing of our key technology to interested third parties. In October 2001, we entered into an exclusive worldwide licensing agreement with Bausch & Lomb for one of our patented multifocal soft lens designs. Under the terms of the agreement, Bausch & Lomb pays us a royalty ranging from two to five percent of its worldwide sales of the product.

(ii) At the same time, we entered into a supply agreement for the C-Vue^® lens, a molded soft multifocal contact lens launched in September 2002. The C-Vue lens is manufactured for us utilizing one of our patented multifocal soft lens designs by a third party and is marketed exclusively in the United States to eye care professionals.

(iii) On February 17, 2004, we entered into an asset purchase agreement to acquire the toric bifocal business owned by the Lifestyle Company, Inc. (“Lifestyle Company”). Under the terms of the agreement, in consideration for selected fixed assets, regulatory approvals, and various other assets of the Lifestyle Company, we paid Lifestyle Company $75,000 in cash and pay royalties ranging from 5% to 8% on all sales of acquired products over the next 1 to 4 years. We expect to manufacture the product lines at our manufacturing facility located in Largo, Florida. The products acquired include a soft bifocal toric contact lens that is marketed worldwide under the LifeStyle MVt™ trade name, along with certain other bifocal lens designs sold under the Xtra™ and 4vue™ trade names. The soft toric bifocal line addresses the market for patients with astigmatism that require bifocal correction.

(iv) On February 23, 2005, we entered into an asset purchase agreement to acquire the Aquaflex and SoftCon product lines from CIBA Vision Corporation. Under the terms of the agreement, we will pay up to $350,000 for inventory, trademarks, regulatory approvals, and various other assets. The Company assigned the $350,000 cost to inventory, of which $150,000 was paid at closing, with the remaining $200,000 to be paid upon the sale of inventory. As part of this agreement, the Company will also pay a royalty ranging from five percent to eight percent on all future sales of the acquired product lines through February 2010.

Expenditures, all of which are in the United States and are financed by the Company’s existing cash balances:

Our disposal lenses line consists of the C-Vue, a mulitfocal cast molded blister-packed box of six lenses sold for frequent replacement, and the C-Vue Aspheric single vision lens, a single vision disposable soft contact lens sold for 2-week replacement. The C-Vue multifocal lens is manufactured for us by a third party utilizing one of our patented soft lens designs and is marketed exclusively in the United States to eye care professionals. The C-Vue Aspheric single vision lens is manufactured for us by a third party utilizing Wavefront inspired technology. The cast molded C-Vue Aspheric single vision lens is marketed to eye care professionals in a blister-packed box of six lenses. We expect the C-Vue multifocal and C-Vue Aspheric single vision lenses will make up an increasing percentage of our future sales.

Our conventional soft lenses line of soft lathe-cut multifocal and toric multifocal products consists of the following: the C-Vue Toric Multifocal, designed for patients with an astigmatism that require bifocal correction; the Unilens, a aspheric multifocal contact lens; the SoftSite^®, a highadd multifocal contact lens; the SimulVue^®, a simultaneous vision bifocal contact lens with the capabilities for correcting advanced presbyopia; the Unilens EMA, a visibility tinted multifocal contact lens available in planned replacement modality; and the C-Vue 55, a highadd multifocal contact lens manufactured in a comfortable high-water content material.

Our gas permeable lens line of products consist of the following: the Unilens GP™, a multifocal contact lens intended for patients with astigmatism who need low to moderate presbyopic correction; the Unilens GP Plus™, designed to accommodate wearers requiring higher presbyopic correction; and the C-Vue GP, a front aspheric design incorporating the C-Vue design technology.

Our replacement and other lenses line of business primarily consists of the Sof-Form and LifeStyle brand of toric multifocal, toric and spherical daily, and extended wear lenses marketed under the Lombart brand; the UniVision, an aspheric low vision lens; and our newest acquisition, the Aquaflex and SoftCon spherical daily and extended wear brand of lenses acquired from CIBA Vision.

Our lens products are marketed, as a family of specialty vision correction products. In October 2001, we licensed the exclusive worldwide rights to one of our multifocal designs to Bausch & Lomb. Under the terms of the agreement, Bausch & Lomb pays us a royalty ranging from two to five percent of worldwide net sales utilizing the technology. Bausch & Lomb began selling product utilizing the technology in October 2002. During the fiscal year ended June 30, 2006, we recorded approximately $1,933,000 in royalty income.

We are incorporated in British Columbia, Canada. Currently, all of our operations are carried out through a wholly owned subsidiary, Unilens Corp. USA, a Delaware corporation, located in Largo, Florida. Our only other subsidiary, Unilens Contact Lens Laboratory, Inc., a Florida corporation, does not currently hold any of our assets and we do not currently conduct any of our operations through this subsidiary.

We lease a 27,000 square foot manufacturing facility in Largo, Florida, pursuant to a Lease Agreement providing for a lease term through September 30, 2008, and monthly rental payments of $17,045, with one adjustment effective in September 2007 based on the Consumer Price Index, not to exceed three percent. We also lease a sales office in Clearwater, Florida, pursuant to a Lease Agreement providing for a lease term through May 31, 2009, and monthly rental payments of $2,433 with an escalation of rental payments based on increases in the landlord’s operating expenses, utility costs and real estate taxes. Our executive, administrative, and head office is located in Vancouver, British Columbia. We have no written lease agreement with respect to the use of our Vancouver office, nor did we pay any fees during the fiscal year ended June 30, 2006 for the use of that office.

We have approximately $4.9 million dollars at cost of specialized manufacturing equipment located in our Largo, Florida manufacturing facility with a net book value of approximately $300,000 as of June 30, 2006.

During the 2006 Fiscal Year (the “Current Year’) we earned income before tax of $2,018,040 compared to income before tax of $1,710,687 for the 2005 Fiscal Year (the “Prior Year”). The increase in income before tax during the Current Year of $307,353, as compared to the Prior Year, was primarily due to (i) an increase in royalty income, derived from the license agreement with Bausch & Lomb (see the Current Quarter discussion above related to a 14% decrease in the contractual royalty rate) of $300,891 to $1,932,942 during the Current Year as compared to $1,632,051 of royalty income earned during the Prior Year, (ii) an increase in gross margin of $691,884 on higher sales during the Current Year, offset by (iii) an increase in expenses of $730,105 as described below, and (iv) a decrease in interest and other expenses together with an increase in interest income, for a net increase in income of $44,683. After recording income tax expense of $421,210, we had net income of $1,596,830 or $0.35 per diluted share for the 2006 Fiscal Year. In comparison, in the Prior Year we had net income of $2,237,787 or $0.50 per diluted share after recording a net deferred income tax benefit of $527,100.

Sales during the Current Year were $6,110,040, an increase of $1,138,463 (22.9%), as compared to sales of $4,971,577 during the Prior Year. The disposable lens category increased by 25.1% due to continued sales growth of our best selling lens, the C-Vue disposable multifocal. Our conventional soft lens category increased by 23.1% due to sales of our C-Vue Toric multifocal which was launched in January 2005. Our gas permeable category as expected decreased, by 5.0%, due to a continued overall decline in gas permeable fits in the contact lens industry. The replacement lens category increased by 37.9% due to the acquisition of the SoftCon and Aquaflex brands from CIBA Vision at the end of February 2005, which accounted for approximately 11% of our sales during the Current Year. Gross margin increased from 40.5% in the Prior Year to 44.3% in the Current Year due to a shift in product mix towards higher margin products and price increases.

The increase in expenses during the Current Year, as compared to the Prior Year, was primarily due to increases in sales and marketing expenses of $374,026 and administration expenses of $264,895. Sales and marketing expenses increased primarily due to increased sales commissions on higher sales, salaries associated with additional sales positions, and costs associated with an escalation in our marketing campaigns to support existing and new product launches. Administration expenses increased primarily due to increased consulting, legal, and professional fees associated with general regulatory compliance issues and strategic analysis, increased insurance expense, and additional wages for personnel associated with the general increase in the Company’s activities during the year.

During the Current Year we recorded income tax expense of $421,210 compared to an income tax benefit in the Prior Year of $527,100. The income tax benefit is the result from the recognition of income tax loss carry-forwards, offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the year.

During the 2004 Fiscal Year, a one-time extraordinary gain of $1,952,563 (net of associated expenses and income tax amortizations) was recorded as a result of a settlement agreement signed with Competitive Technologies Inc. There were no extraordinary items recorded for the 2006 and 2005 Fiscal Years.

During the 2005 Fiscal Year (the “2005 Year’) we earned net income before tax and extraordinary item of $1,710,687 compared to a net income before tax and extraordinary item of $863,121 for the 2004 Fiscal Year (the “2004 Year”). The increase in income before tax and extraordinary item during the 2005 Year of $847,566, as compared to the 2004 Year, was primarily due to (i) an increase in royalty income, derived from the license agreement with Bausch & Lomb, of $694,657 to $1,632,051 during the 2005 Year as compared to $937,394 of royalty income earned during the 2004 Year, (ii) an increase in gross margin of $353,755 on higher sales during the 2005 Year, and (iii) a decrease in interest and other expense of $18,942, all of which were partially offset by an increase in expenses of $219,788 described below. After recording a net deferred income tax benefit of $527,100, we had net income of

$2,237,787 or $0.50 per diluted share for the 2005 Fiscal Year. In comparison, in the 2004 Year we had net income of $6,076,734 or $1.48 per diluted share after recording a net deferred income tax benefit of $3,261,050 and a one-time extraordinary gain from the extinguishment of debt of $1,952,563.

Sales during the 2005 Year were $4,971,577, an increase of $897,000 (22.0%), as compared to sales of $4,074,577 during the 2004 Year. The increase in sales was primarily due to continued growth in the Company’s C-Vue disposable multifocal and the C-Vue toric multifocal contact lenses which was partially offset by an expected decline in certain of the Company’s soft lathe-cut product lines that are nearing the end of their life cycle. In addition, we acquired the SoftCon and Aquaflex brands from CIBA Vision at the end of February that account for approximately 6% of sales during the 2005 Year. Gross margin decreased slightly from 40.7% in the 2004 Year to 40.5% in the 2005 Year due to a shift in product mix.

The increase in expenses during the 2005 Year, as compared to the 2004 Year, was primarily due to increases in sales and marketing expenses of $226,517 which was partially offset by a decrease in administration expenses of $26,291. Sales and marketing expenses increased primarily due to increased promotional and advertising activity associated with the launch of the C-Vue Toric Multifocal lens in January 2005 along with marketing efforts associated with the acquisition of the SoftCon EW and Aquaflex lenses acquired from CIBA Vision at the end of February 2005. Administration expenses decreased primarily due to a reduction in amortization of intangibles and lower expense allocations, offset by increased consulting fees associated with general regulatory compliance issues, increased insurance expense, and additional wages for personnel associated wit the general increase in the Company’s activities during the period.

During the 2005 Year we recorded an income tax benefit of $527,100 compared to an income tax benefit in the 2004 Year of $3,261,050. The income tax benefit is the result from the recognition of income tax loss carry-forwards offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the year.

During the 2004 Year, a one-time extraordinary gain of $1,952,563 (net of associated expenses and income tax amortizations) was recorded as a result of a settlement agreement signed with Competitive Technologies Inc. There were no extraordinary items recorded for the 2005 and 2003 Fiscal Years.

During the fiscal year ended June 30, 2005, we generated $1,262,375 in cash from operations. We used cash of $122,470 during the 2005 Year for the purchase of capital additions. In addition, the Company used net cash of $1,235,289 for financing activities during the 2005 Year, primarily consisting of $1,238,139 used for the early repayment and complete elimination of our term debt.

During the 2004 Year we earned net income of $6,076,734 compared to a net income of $1,558,270 for the 2003 Fiscal Year (the “2003 Year”). The increase in profit during the 2004 Year of $4,518,464, as compared to the 2003 Year, was primarily due to (i) a one-time extraordinary gain of $1,952,563 (net of associated expenses and income tax amortizations) due to the elimination of debt that resulted from a settlement agreement signed with Competitive Technologies Inc. on October 17, 2003, (ii) a net increase in deferred income tax benefit of $1,562,050 that resulted from the recognition of income tax loss carry-forwards offset by a reduction in the deferred income tax asset resulting from the application of tax loss carry forwards against the taxable income earned during the 2004 Year, (iii) an increase in royalty income, derived from the license agreement with Bausch & Lomb, of $669,742 to $937,394 during the 2004 Year as compared to $267,652 of royalty income earned during the 2003 Year, (iv) an increase in gross margin of $604,787 on higher sales during the 2004 fiscal year, (v) an increase in expenses of $374,596 described below and (vi) a decrease in interest and other expense of $103,918. Sales during the 2004 Year were $4,074,577, an increase of $945,476 (30.2%), as compared to sales of $3,129,101 during the 2003 Year. The increase in sales was primarily due to significant growth in sales of our C-Vue Multifocal, which was partially offset by an expected decline in certain of our soft lathe-cut product lines that are nearing the end of their life cycle. Gross margin increased from 33.7% in the 2003 Year to 40.7% in the 2004 Year due to a favorable shift in product mix to higher margin products and a decrease in contract-manufactured unit cost.

The increase in expenses during the 2004 Year, as compared to the 2003 Year, was primarily due to increases in sales and marketing expenses of $130,730 and in administration expenses of $254,314. Sales and marketing expenses increased primarily due to increased commissions paid on higher sales to independent sales representatives and increased salary expense associated with an expanded

customer support and consultation department. Administration expenses increased primarily due to increased legal, professional and consulting fees associated with obtaining a listing on the OTC Bulletin Board in the United States, as well fees associated with general regulatory compliance issues, investor relations, and increased salary expense for additional personnel associated with the general increase in our activities during the period.

During the fiscal year ended June 30, 2004, we generated $827,218 in cash from operations. We used cash of $157,354 during the 2004 Year for the purchase of capital asset additions. In addition, we used net cash of $397,376 for financing activities during the June 30, 2004, consisting of $461,861 used for the repayment of debt offset by $64,485 we received from the issuance of common shares on exercise of incentive stock options.

Since our inception and through the fiscal year ended June 30, 1992, we experienced ongoing negative cash flows from operations. During this period, we used a combination of debt and small equity private placements to fund ongoing operations. Due to this continuing negative operating cash flow, we determined that it was necessary to re-evaluate, on a comprehensive basis, our operations with the goal to develop and implement a plan to bring us to an ongoing positive cash flow. Accordingly, in early December 1992, we effected a major financial restructuring. The reorganization included a reduction in our personnel from 92 to 53 employees or approximately 43%. Our sales and marketing efforts were redefined and restructured. Integral to the restructuring was mid-term debt funding in the amount of $450,000 from UNIINVEST Holding AG (“Uniinvest”, formerly EBC Zürich AG) (See “Item 7. – Major Shareholders and Related Party Transactions”), and the renegotiation of long-term debt with our primary creditor, Competitive Technologies, Inc. (“CTI”, formerly University Patents, Inc.). On September 30, 1993, we completed the first step of a two step partial settlement with CTI by issuing 275,000 of our common shares at a price of $1.25 per share. The issuance of the stock increased our equity by $343,750. Step two of the partial settlement was completed when $75,000 was paid to CTI on January 31, 1994. The plan successfully achieved positive operating cash flow for the fiscal years ended June 30, 1997, 1996 and 1995.

However, during the fiscal year 1998 and the first of half of fiscal year 1999, we experienced negative cash flow on decreased sales primarily due to significant price competition in the multifocal marketplace, as well as the entrance of a molded disposable multifocal lens into the market. Accordingly, during the 1998 and 1999 fiscal years we initiated a sales and marketing restructuring as well as implemented other cost containment initiatives with the goal of generating ongoing positive cash flows. The restructuring plan of 1998 and 1999 yielded a positive cash flow from operating activities during the fiscal years ending June 30, 2000, 2001 and 2002. During the fiscal year ended June 30, 2003, we incurred negative cash flow from operations principally due to the funds invested in inventories and receivables in connection with the launching of the C-Vue multifocal product as further described below.

In October 2003, we entered into a settlement agreement with CTI. Under the terms of the agreement, all of our prior obligations to CTI were discharged in exchange for a $1,250,000 non-interest bearing installment note, secured by our assets. We paid CTI $100,000 on the execution of this agreement and on December 31, 2003 began quarterly payments equal to the greater of $100,000 or an amount equal to 50% of the royalties received by us from Bausch & Lomb during the quarter ending on the payment due date. We paid this note in full during the year ended June 30, 2005.

Also, in October 2003, we exchanged our $450,000 secured term note payable to Uniinvest, which was due in full for a new secured term note. The new note was in the same principal amount, but payable in quarterly principal payments in the amount of $25,000 per quarter beginning January 2004 and maturing April 2008, with monthly interest at the rate of prime plus 3%. We repaid this note in full during the year ended June 30, 2005.

On April 28, 2005, we obtained a line of credit of $1,000,000 from a commercial lender with an interest rate of LIBOR plus 2.5 percent and maturing in April 2006. In April 2006, the line of credit was amended and increased to $1,500,000, with the same interest rate terms of LIBOR plus 2.5 percent and maturing in April 2007. The line is collateralized by a security interest in all of the assets of our subsidiary Unilens Corp. USA. As of June 30, 2006, the Company does not have any amounts outstanding under this line of credit. Under the related loan agreement, the Company is required to meet specified financial covenants, with which we were in full compliance at June 30, 2006.

As of June 30, 2006 we had positive working capital of $4.7 million, which represents an increase of $2.2 million compared to Fiscal Year 2005. The increase in working capital was principally due to an increase in cash (primarily from royalty income) and a decrease in accrued liabilities. At the end of 2006 Fiscal Year we had stockholders’ equity of $8.0 million representing an increase of $1.7 million. The increase in stockholders’ equity was primarily from operating profits and royalty income during the 2006 Fiscal Year. During the 2006 Fiscal Year, we generated $2,023,906 in cash from operations representing an increase of $761,531 from $1,262,375 million generated during the 2005 Fiscal Year. We used cash of $337,348 during the 2006 Fiscal Year for the purchase of capital additions, an increase of $214,878 million from the 2005 Fiscal Year. The Company also received cash of $140,678 from capital stock issued from the exercise of stock options during the 2006 Fiscal Year. We estimate that we will have sufficient resources to fund our working capital requirements during the year ended June 30, 2007.

As of June 30, 2005 we had positive working capital of $2.5 million, which represents an increase of $1.1 million compared to Fiscal Year 2004. The increase in working capital was principally due to a reduction in debt from the early repayment and complete elimination of our term debt, an increase in receivables on higher sales and royalties, and the increase in the deferred tax asset. At the end of the 2005 Fiscal Year, we had positive stockholders’ equity of $6.2 million representing an increase of $2.2 million. The increase in stockholders’ equity was primarily from operating profits, royalty income and the recognition of deferred tax assets during the 2005 Fiscal Year. Positive cash flow from operating activities totalled $1,262,375 for the 2005 Fiscal Year, which was primarily used for the repayment of long-term debt of $1,238,139, and for the purchase of capital assets in the amount of $122,470.

During the 2004 fiscal year, we achieved positive stockholders’ equity of $4.0 million as of June 30, 2004 as compared to a stockholders’ deficiency of $2.1 million as of June 30, 2003, principally due to the elimination of debt, the recording of deferred income tax benefits and operating profits achieved during the 2004 Year. Positive cash flow from operating activities totaled $827,218 for the fiscal year ended June 30, 2004 as compared to negative cash flow from operating activities of $157,633 for the fiscal year ended June 30, 2003. During the 2004 fiscal year, we primarily used our cash balance for the repayment of debt.

We have ongoing research and development relating to different contact lens products, other applications of our technology and component materials. We have been granted the following patent for our key technology: U.S. Patent No. 5,754,270 is for a unique aspheric design that may be configured in a soft multifocal, toric, rigid gas permeable lens, or intraocular lens. Future new product development may involve additional costs including the cost of obtaining FDA approval. Obtaining FDA approval, if required, may take a significant amount of time. Also, there can be no assurance that such approval can be obtained or that we can successfully develop new products.

Research and development spending for fiscal years ending June 30, 2006, 2005, and 2004 was $162,864, $71,680 and $52,118, respectively.

The soft multifocal contact lens business has been affected over the past several years by the introduction of molding manufacturing technology, allowing for the mass production of most lens types at a fraction of the cost to lathe lenses, the manufacturing method used by us. The entrance of these molded lenses has created significant price competition in the marketplace. The reduced cost of the molded lens allows for liberal trial lenses to be provided to eye care professionals for a more productive fitting session and immediate dispensing of lenses. Furthermore, lower manufacturing costs led to the introduction of frequent replacement and disposable lenses, a

modality preferred by many consumers. Recognizing this trend, we signed an agreement with a third party in 2002 for the supply of molded soft contact lenses (C-Vue) utilizing our patented design. See “Item 10(C.) - Material Contracts”. The C-Vue brand was launched in September 2002, and accounts for a significant portion of our business (approximately 46% of sales during the 2006 fiscal year).

The following table contains a summary of our obligations and commitments to make future payments under contracts, including debt, lease and purchase agreements as of June 30, 2006. Amounts set forth below are expressed in U.S. dollars.

The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act (“statutory safe harbors”) shall apply to forward-looking information provided pursuant to Item 5.E and F.

Mr. Vitale has served as the President and a director of Unilens Vision Inc. since December 22, 1994. Mr. Vitale has also served as the President and Chief Executive Officer of Unilens Corp. USA since January 1993. Prior to January 1993, Mr. Vitale served as the President of Whistler Corporation, a management consulting firm. Mr. Vitale is 78 years old.

Mr. Baxter has served as one of our directors since December 22, 1994. From April 1, 2001 until November 30, 2005 Mr. Baxter served as President and Chief Executive Officer of Cascadia Brands, Inc. Prior to April 2001, Mr. Baxter served as the Vice President of Finance of Cascadia Brands, Inc. Mr. Baxter is 52 years old.

Mr. Bennett has served as one of our directors since June 7, 2001. From 1995 to March of 2003, Mr. Bennett served as a Director and Vice President of Operations for Cascadia Brands, Inc. After his retirement in March 2003, Mr. Bennett continued to consult to Cascadia Brands, Inc., until they underwent a change of ownership in September 2005. Mr. Bennett is 64 years old.

Ms. Elizabeth J. Harrison, Q.C. is Senior Partner of the law firm Farris, Vaughan, Wills & Murphy. She was admitted to the British Columbia Bar in 1973 and was appointed Queen’s Counsel (“Q.C.”) in 1986. Ms. Harrison is Chair of the British Columbia Ferry Authority, the British Columbia Ferry Services Corporation, and St. Paul’s Hospital Foundation. Ms. Harrison currently represents Uniinvest Holding AG (formerly EBC Zurich AG) and has served as one of our directors since February 27, 2006.

Mr. Harper has served as our Secretary since August 26, 1993. Currently, Mr. Harper is the Vice-President Finance and Corporate Secretary of Ondine Biopharma Corporation (“Ondine”) (since July 2005). He is also a director of Icon Industries Limited (since August 1998) and a director of Tri-Gold Resources Corp. (formerly Tri-Alpha Investments Ltd., since July 2001). Prior to joining Ondine, Mr. Harper was a Financial Manager and Accountant for several publicly traded companies; including Icon Industries Limited (CFO and Secretary from June 1998 to September 2005); Tri-Gold Resources Corp. (CFO and Secretary from August 1998 to July 2005) and Ialta Industries Limited (President from April 1999 to February 2000; CFO and Secretary from February 2000 to May 2004). He was also a director of Ialta Industries Limited (from January 1995 to March 2005) and the Chief Financial Officer of Fortune Oil and Gas Inc. (from June 2001 to February 2002). Mr. Harper is 58 years old.

On July 7, 2005, Mr. Pecora was appointed Vice President of Unilens Corp, USA. Mr. Pecora has served as Chief Financial Officer of Unilens Vision Inc. and our operating subsidiary, Unilens Corp. USA since August 3, 1994. Prior to 1994, Mr. Pecora served as Accounting Manager for Unisys Corporation. Mr. Pecora is 44 years old.

On July 7, 2005 Ms. McKnight-Goelz was appointed Vice President of Sales and Marketing of Unilens Corp, USA. Ms. McKnight-Goelz joined Unilens Corp, USA in November 2004 as Executive Director of Marketing and Sales. Prior to joining Unilens Corp, USA, Ms. McKnight-Goelz was Vice President of Marketing and New Product Development for Renew Life Formulas, Inc (from October 2004 to June 2001). Prior to June 2001, Ms. McKnight-Goelz served as Vice President for Impact Publishing and Director of Operations for Power-Pak Communications. Ms. McKnight is 38 years old.

The aggregate direct or indirect remuneration paid to our directors and officers as a group during the fiscal years ended June 30, 2006, June 30, 2005 and June 30, 2004 was $390,361 $308,612 and $194,704, respectively. During the fiscal years ending June 30, 2006, 2005 and 2004, we issued 0, 20,000 and 265,000 options, respectively, to our officers and directors. Other than as described in the following paragraph, there were no amounts accrued during the fiscal years ended June 30, 2006, 2005 and 2004 to provide pension, retirement or similar benefits for our directors and executive officers, pursuant to any existing plan provided or contributed to by us.

On August 1, 2000 and as subsequently amended, we entered into a severance compensation agreement with our President, Alfred W. Vitale, pursuant to which, under certain circumstances we will be obligated to pay Mr. Vitale or his estate 12 months compensation upon his retirement on December 31, 2006. If there is a change of control of Unilens prior to Mr. Vitale’s retirement, we will be obligated to pay Mr. Vitale his compensation through the December 31, 2006 retirement date in addition to 12 months of severance compensation plus 18 months of change-in-control compensation. The board of directors authorized an amendment to Mr. Vitale’s

severance and compensation agreement whereby his retirement date is extended to June 30, 2007 and an additional 12 months change of control compensation is added if a sale of the Company is announced prior to June 30, 2007. Mr. Vitale’s annual compensation for the fiscal year 2006 was $130,095.

Pursuant to a letter agreement, dated March 1, 1999, and as subsequently amended, we are obligated to pay our Chief Financial Officer, Michael J. Pecora, nine months compensation should he resign or 24 months compensation if his employment otherwise is terminated or upon a change-of-control of Unilens. Mr. Pecora’s annual compensation for fiscal year 2006 was $83,583.

Pursuant to a letter agreement, dated September 6, 2006, we are obligated to pay our Vice President of Sales and Marketing, Kelly McKnight-Goelz, 12 months compensation if her employment otherwise is terminated or upon a change-of-control of Unilens. Ms. McKnight-Goelz’s annual compensation for fiscal year 2006 was $79,583.

The compensation paid to our directors and officers during our three most recently completed financial years is as set out below:

As of December 8, 2006, the aggregate beneficial security holdings of our current directors and officers as a group was 437,100 common shares (which represents approximately 9.6% of the issued and outstanding common shares as of such date). This beneficial ownership of 437,100 common shares is comprised of 382,100 outstanding shares plus 55,000 shares subject to issuance on exercise of fully vested and currently exercisable options as described in the following table:

All of our directors were re-elected at the February 27, 2006 annual general meeting and have a term of office expiring at the next annual general meeting of our directors scheduled to be held on February 19, 2007. All of our officers have a term of office lasting until their removal or replacement by the board of directors. The number of directors is currently fixed at four.

During the fiscal year ended June 30, 2006, no options were granted to our directors. Messrs. Vitale, Baxter, and Bennett are members of our audit committee. The audit committee is elected annually by our directors at the first meeting of our board of directors held after our annual general meeting. The audit committee’s primary function is to review our financial statements before they are submitted to our board of directors for approval. The audit committee is also available to assist the board of directors, if required, with matters relating to the appointment of our independent auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes. We do not have a remuneration or nomination committee.

The total number of our employees, all of whom are located in our Largo, Florida, facility, for the fiscal years ending June 30, 2006, 2005, and 2004 were 49, 44 and 38, respectively.

The following table shows the amount of our common shares beneficially owned (unless otherwise indicated) as of December 8, 2006 by (1) any person who is known by us to be the beneficial owner of more than 5% of our outstanding common shares, (2) our directors, (3) our executive officers, and (4) all of our directors and executive officers as a group.

At our 2003 annual general meeting the shareholders approved and ratified an incentive stock option plan authorizing the issuance of common share purchase options of up to 10% of our issued and outstanding common shares to directors, employees, and consultants. The number of shares under option from time to time and the exercise prices of such options, and any amendments thereto, will be and have been determined by the directors in accordance with the policies of the TSX Venture Exchange.

At the annual general meeting of shareholders held on February 27, 2006, the shareholders voted against the proposal to approve the Unilens’ Incentive Stock Option Plan-2006, and therefore failed to extend the stock option plan, which is currently terminated.

Our common shares are recorded on the books of our transfer agent Computershare Trust Company of Canada in registered form, however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and we do not have knowledge or access to current information about the beneficial owners of the shares held by parties other than our officers and directors. See “Item 6E – Share Ownership” for more information regarding our major shareholders. To the best of our knowledge, we are controlled by Uniinvest. As of December 8, 2006, we had authorized 100,000,000 common shares of which 4,488,215 were issued and outstanding. As of December 8, 2006, Uniinvest beneficially owned 1,956,371 of our common shares as recorded on the books of our transfer agent, which represents about 43.6% of such class of stock. We are aware of no significant change in Uniinvest’s ownership during the past three years. In addition, as of December 8, 2006, we had authorized capital of 100,000,000 Preference “A” shares at a par value of Cdn.$10 each and 100,000,000 Preference “B” shares at a par value of Cdn.$50 each, of which no shares are issued and outstanding.

Under the Securities Act (British Columbia) (the “SABC”) insiders (generally officers, directors and holders of 10% or more of our shares) are required to file insider reports of changes in their ownership in the first 10 days of the month following a trade in our securities. Copies of such reports are available for public inspection at the offices of the British Columbia Securities Commission, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities Commission web site (www.bcsc.bc.ca).

As of December 8, 2006, there were 434 shareholders of record holding a total of 4,488,215 of our common shares. To the best of our knowledge there were 25 shareholders of record with addresses in Canada, 400 shareholders of record with addresses in the U.S. and 29 shareholders of record with addresses in other countries holding approximately 778,798 (17.4%), 1,742,186 (38.8%) and 1,967,231 (43.8%) of the outstanding common shares, respectively. Shares registered in the names of intermediaries were assumed to be held by residents of the same country in which the intermediary was located.

No director or senior officer, and no associate or affiliate of the foregoing persons, no insider and no family member of such persons has or has had any material interest, direct or indirect, in any other transactions, or in any other proposed transaction, which in either such case has materially affected or will materially affect us or our predecessors during the year ended June 30, 2006 except as follows:

In January 1993, Uniinvest loaned us $450,000. In October 2003, we exchanged the related $450,000 secured term note for a new secured term note. The new note was in the same principal amount, but payable in quarterly principal payments in the amount of $25,000 per quarter beginning January 2004 and maturing April 2008, with interest payable monthly at the rate of prime plus 3%. During the year ended June 30, 2005 we paid or accrued interest of $20,252 (2004 - $48,483; 2003 - $44,084) on the $450,000 term note. All other terms and conditions of the original contract remained unchanged. We paid our indebtedness to Uniinvest in full during the year ended June 30, 2005.

During the year ended June 30, 2006 there were no related party transactions. We paid or accrued $5,269 (2005) and $4,462 (2004) in accounting fees to one of our officers, which is included in administrative expense.

See Item 17 Financial Statements with regard to items 1 and 2 of this subsection A.

Other than ordinary routine litigation incidental to our business, there are no material pending legal proceedings to which we are a party or to which any of our properties is subject.

The Company paid a cash dividend of $0.25 to holders of our common shares on August 28, 2006. On November 28, 2006 the Company paid its first quarterly cash dividend of $0.075 to holders of our common shares. While the Board of Directors intends that we continue to pay quarterly dividends, the amount of future dividends will depend on earnings, cash flow, and all other aspects of our business as determined by the Board of Directors.

As of December 8, 2006, there have been no significant changes to our business since our financial statements dated June 30, 2006.

Our shares have traded on the Vancouver Stock Exchange its successor, the Canadian Venture Exchange, and its successor the TSX Venture Exchange since March 31, 1992. In addition, there has been a U.S. market for the quotation of our common shares on the OTC Bulletin Board and the “pink sheets”, a centralized quotation service that collects and publishes market maker quotes for certain over the counter securities. In addition, our common shares are subject to the Securities and Exchange Commission rules regarding “penny stocks” which require broker-dealers who sell relevant securities (securities with a price less than U.S.$5.00) to persons who are not established customers or accredited investors must make specified suitability determinations and must receive the purchaser’s written consent to the transaction prior to the sale.

Our Articles of Association and Memorandum (the “Articles”) are registered with the British Columbia Registrar of Companies under Corporation No. 257974. A copy of the Articles were filed with our initial registration statement on Form 20-F filed on July 3, 1989.

The Articles do not specify objects or purposes. Under the BCBCA, a British Columbia corporation has all the legal powers of a natural person.

The Articles do not specify a maximum number of directors. The minimum number of directors for a public company under our Articles and under the BCBCA is three. The Articles also specify that the number of directors shall be the number of directors fixed by shareholders annually or the number which are actually elected at a general shareholders meeting. The number of directors is determined annually by our shareholders at the annual shareholders meeting and all directors are elected at that time. There are no staggered directorships. Under the Articles the directors are entitled between successive annual general meeting’s to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders meeting or actually elected at the preceding annual general meeting of shareholders. Directors automatically retire at the commencement of each annual meeting subject to being re-elected.

Under the Articles, a director who is any way directly or indirectly interested in a proposed contract or transaction with us or who holds any office or possesses any property whereby directly or indirectly a duty might be created which would conflict with his duty or interest as a director, shall declare the nature and extent of such interest in such contract or transaction to the board of directors. A director shall not vote in respect of any such contract or transaction if he is interested in the transaction and if he should vote his vote shall not be counted but shall be counted for the purpose of establishing the presence of a quorum at the meeting. Similarly, under the BCBCA directors are obligated to abstain from voting on matters in which they may be financially interested and additionally they must fully disclose such interest to the full board of directors. Directors must abstain in such circumstances both under the Articles and under the BCBCA.

Under the BCBCA, directors must be of the age of majority (18), and meet eligibility criteria including: (i) not being mentally infirmed, (ii) undischarged bankrupt and (iii) no fraud related convictions in the previous five years. There is no mandatory retirement age either under the Articles or the BCBCA.

Directors’ borrowing powers are not restricted except as may be restricted pursuant to the BCBCA. The directors may not authorize us to provide financial assistance where we are insolvent or when the providing of a guarantee would render us insolvent. Directors need not own any of our shares in order to qualify as a director.

Changes to our Articles require a “special resolution” passed by not less than 75% of the shares voted in person or by proxy at a duly convened shareholders meeting. Some corporate changes including amalgamation with another company, sale of substantially all of our assets, re-domiciling out of the jurisdiction of British Columbia, creation of new classes of shares, not only require such 75% approval, but generally also give rise to a dissent right which is the right to be paid the fair value of the shareholder’s shares in cash if the required special resolution is actually passed and we elect to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such an action is intended to be effected must include a prominent notice of the dissent right. The dissent right provisions are governed by the BCBCA and not by the Articles.

Shareholders meetings are only peripherally governed by our Articles with most shareholder protections contained in the SABC and the BCBCA. The Articles provide that we will hold an annual general meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to conduct of such meeting. The SABC and the BCBCA superimpose requirements that generally provide that shareholders meetings require not less than a 60 day period from initial public notice and that we make a thorough advanced search of intermediary and brokerage registered shareholdings to ascertain the location of beneficial shareholders so that materials can be sent to our shareholders. The form and content of information circulars and proxies and like matters typically are governed by the SABC. SABC specifies the disclosure requirements for various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters. We must hold an annual general meeting of shareholders at least once in every calendar year and within 15 months of the previous annual general meeting of shareholders and must present audited statements at such meeting.

There are no pre-emptive rights applicable to us, which provide a right to any person to participate in offerings of our securities

All of our common shares participate ratably in any available assets in the event of a winding up or other liquidation.

There are no limitations under the Articles or the BCBCA on the right of persons who are not citizens of Canada to hold or vote our common shares. (See also “Exchange Controls” — below.)

Dividends may be declared by our board of directors out of available assets and are paid ratably to holders of common shares. No dividend may be paid if we are, or would thereby become, insolvent. The Company paid a cash dividend of $0.25 to holders of our common shares on August 28, 2006. On November 28, 2006 the Company paid its first quarterly cash dividend of $0.075 to holders of our common shares. The amount of future dividends will depend on earnings, cash flow, and all other aspects of our business as determined and declared by the Board of Directors.

Each holder of our common shares is entitled to one vote for each common share on matters to which common shares ordinarily vote, including without limitation the election of directors, appointment of independent auditors, approval of corporate changes and other matters requiring shareholder approval under the BCBCA.

We have not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. Other than as disclosed in this Form 20-F, we do not have any agreements, which are triggered by a take-over or other change of control. There are no provisions in the Articles triggered by or affected by a change in outstanding shares which gives rise to a change in control.

The Articles do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to our shareholders. There are no requirements under the BCBCA to report ownership of our common shares, however, the BCSA requires disclosure of trading by insiders including holders of 10% of our voting shares within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of our outstanding common shares) must provide seven days advance notice of share sales.

We are a corporation organized under the provincial laws of British Columbia, Canada. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. Any such remittances to U.S. residents are generally subject to withholding tax. See “Taxation” below.

There is no limitation imposed by the laws of Canada or by our charter or other constituent documents on the right of a non-resident to hold or vote the common shares, other than as provided in the Investment Canada Act (Canada) (the “Investment Act”). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of common shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. We do not believe the Investment Act will have any affect on us or on our non-Canadian shareholders due to a number of factors including the nature of our operations and our relatively small capitalization.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied

that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling. An investment in our common shares by a non-Canadian other than a “WTO Investor” (as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when we were not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of our assets. An investment in our common shares by a WTO Investor, or by a non-Canadian when we were controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2006 exceeds Cdn$237 million. A non-Canadian would acquire control of us for the purposes of the Investment Act if the non-Canadian acquired a majority of our common shares. The acquisition of less than a majority but one-third or more of our common shares would be presumed to be an acquisition of our control unless it could be established that, on the acquisition, we were not controlled in fact by the acquiror through the ownership of our common shares.

The foregoing assumes we will not engage in the production of uranium or own an interest in a uranium producing property in Canada, or provide any financial service or transportation service, as the rules governing these businesses are different.

Certain transactions relating to our common shares would be exempt from the Investment Act, including

(a) an acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities,

(b) an acquisition of control of us in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and

(c) an acquisition of control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of us, through the ownership of our common shares, remained unchanged.

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who will acquire and hold our common shares as capital property for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder’s holding in Unilens is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the “Convention”).

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. We are responsible for withholding of tax at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or our stated capital had increased by reason of the payment of such dividend. We will furnish additional tax information to our shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.

Under the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income are as follows. For gains net of losses realized before February 28, 2000, as to 75%. For gains net of losses realized after February 27, 2000 and before October 18, 2000, as to 66²/3%. For gains net of losses realized after October 17, 2000, as to 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.

The Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless

(a) the value of the shares is derived principally from “real property” in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

(b) the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada, or

(c) the shares formed part of the business property of a “permanent establishment” that the holder has or had in Canada within the 12 months preceding the disposition.

The following is, in our opinion after consultation with our professional advisors, a discussion of material U.S. federal income tax consequences generally applicable to a U.S. Holder (as hereinafter defined) of our common shares under current law including the American Jobs Creation Act of 2004 (the “2004 Tax Act”), signed into law on October 22, 2004. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Canadian Federal Income Tax Consequences” above). Accordingly, holders and prospective holders of our common shares are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

As used in this Annual Report, a “U.S. Holder” means a holder of our common shares who is a citizen or individual resident of the U.S., a corporation or partnership created or organized in or under the laws of the U.S. or of any political subdivision thereof, an entity created or organized in or under the laws of the U.S. or of any political subdivision thereof which has elected to be treated as a corporation for U.S. federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the U.S. irrespective of source or a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to U.S. persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for U.S. federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale

or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a “foreign personal holding company” or a “passive foreign investment company”, as defined below) if such U.S. Holder owns shares representing at least 10% of our voting power and value, or to a 85% deduction in limited situations provided by the 2004 Tax Act. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% (for 2004) U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

U.S. tax legislation enacted in 2003 (the “2003 Tax Act”) generally reduced the rates of tax payable by individuals (as well as certain trusts and estates) on ordinary and other items of income. Under the 2003 Tax Act, the marginal tax rates applicable to ordinary income generally have been lowered effective January 1, 2003. In addition, for capital assets held for over one year and sold or exchanged in taxable years beginning before January 1, 2009, the maximum applicable U.S. federal rate of tax generally is 15% (rather than the higher rates of tax generally applicable to items of ordinary income). Furthermore, “qualified dividend income” received by individuals in taxable years beginning before January 1, 2009, generally are taxed at a maximum U.S. federal rate of 15% (rather than the higher rates of tax generally applicable to other items of ordinary income) provided certain holding period requirements are met. For this purpose, “qualified dividend income” generally includes dividends paid on stock in U.S. corporations as well as dividends paid on stock in certain non-U.S. corporations if, among other things, (i) the shares of the non-U.S. corporation (including ADRs backed by such shares) are readily tradable on an established securities market in the U.S., or (ii) the non-U.S. corporation is eligible with respect to substantially all of its income for the benefits of a comprehensive income tax treaty with the U.S. which contains an exchange of information program. (The Convention has been identified by the U.S. Treasury as a qualifying treaty). We currently anticipate that if we were to pay any dividends with respect to our shares and ADSs, they should constitute “qualified dividend income” for U.S. federal income tax purposes and that U.S. Holders who are individuals should be entitled to the reduced rates of tax, as applicable. However, the precise extent to which dividends paid by non-U.S. corporations will constitute “qualified dividend income” and the effect of such status on the ability of a taxpayer to utilize any associated foreign tax credits is not entirely clear at present. It is anticipated that there will be administrative pronouncements concerning these provisions in the future. In the meantime, you are urged to consult your own tax adviser regarding the impact of the provisions of the 2003 Tax Act on your particular situation.

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or

withheld. Generally, it will be more advantageous to claim a credit because a credit reduces U.S. federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific categories of income such as “passive income,” “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by us will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The 2004 Tax Act eliminates the 90% limitation on the use of foreign tax credits against the alternative minimum tax for years beginning after 2004. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.

In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if our common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Set forth below are certain material exceptions to the above-described general rules describing the U.S. federal income tax consequences resulting from the holding and disposition of common shares:

If at any time during a taxable year more than 50% of the total combined voting power or the total value of our outstanding shares is owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who are citizens or residents of the U.S. and 60% or more of our gross income for such year is derived from certain passive sources (e.g., from certain interest and dividends), we may be treated as a “foreign personal holding company.” In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent we do not actually distribute such income. We do not believe that we currently qualify as a foreign personal holding company. However, there can be no assurance that we will not be considered a foreign personal holding company for the current taxable year. The 2004 Tax Act repeals those rules after 2004. Each U.S. Holder should consult his own tax advisor about this change of law.

If 50% or more of the combined voting power or total value of our outstanding shares is held, directly or indirectly, by citizens or residents of the U.S., U.S. domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. We do not believe that we currently qualifies as a foreign investment company. However, there can be no assurance that we will not be considered a foreign investment company for the current taxable year. The 2004 Tax Act repeals those rules after 2004. Each U.S. Holder should consult his own tax advisor about this change of law.

U.S. income tax law contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. if, for any taxable year, either (i) 75% or more of its gross income is “passive income,” which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. We do not believe that we are currently a PFIC and we do not expect to be a PFIC for the fiscal year ended June 30, 2007.

U.S. Holders owning shares of a PFIC are subject to a special tax and to an interest charge based on the value of deferral of U.S. tax attributable to undistributed earnings of a PFIC for the period during which the shares of the PFIC are owned. This special tax would apply to any gain realized on the disposition of shares of a PFIC. In addition, the gain is subject to U.S. federal income tax as ordinary income, taxed at top marginal rates, rather than as capital gain income. The special tax would also be payable on receipt of excess distributions (any distributions received in the current year that are in excess of 125% of the average distributions received during the 3 preceding years or, if shorter, the shareholder’s holding period). However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and any net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or persons.

U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a “mark-to-market election”). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable years for which the mark-to-market election is made. A U.S. Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of our common shares as of the close of such tax year over such U.S. Holder’s adjusted basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for our common shares included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) our common shares and the Company is a PFIC (“Non-Electing U.S. Holder”), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in our common shares will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases, the basis of our common shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognized. A U.S. Holder who has made a timely QEF election (as discussed above) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.

The PFIC and QEF election rules are complex. U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of our common shares is owned, actually or constructively, by citizens or residents of the U.S., U.S. domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by Code Section 7701(a)(31)), each of which owns, actually or constructively, 10% or more of our total combined voting power of all classes of shares entitled to vote (“U.S. Shareholder”), we would be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification could effect many complex results, one of which is the inclusion by the U.S. shareholders of certain income of a CFC which is subject to current U.S. tax. The U.S. generally taxes U.S. Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such U.S. Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares of the CFC by a U.S. Holder which is or was a U.S. Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the CFC attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to U.S. Shareholders of the CFC. This rule generally will be effective for taxable years of U.S. Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of U.S. Shareholders. Special rules apply to U.S. Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.

Exhibits attached to this Form 20-F are also available for viewing at our offices, Suite 1780 – 400 Burrard Street, Vancouver, British Columbia V6C 3A6 or on request of Unilens at 604-689-1280, Attention: William Harper. Copies of our financial statements and other continuous disclosure documents required under the BCSA are available for viewing on the Internet at www.sedar.com.

Our operations do not employ financial instruments or derivatives, which are market sensitive and we do not have financial market risks.

Our financial statements are reported in U.S. Dollars, the same as the currency of our operating subsidiary, Unilens Corp. USA. The effects of exchange rate fluctuations related to the US dollar is therefore limited to the assets and liabilities related to our administrative office. Included in our long term debt at June 30, 2004 is a $450,000 non-revolving term note carrying an interest rate of the Citibank base rate plus 3%, payable monthly. The interest rate on the loan is adjusted based on the effective date of any change in the Citibank base rate. Accordingly, monthly interest paid fluctuated based on the corresponding change in the Citibank base rate. The Company paid the full amount due on this note during the year ended June 30, 2005.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Under the terms of the loan from Uniinvest we were not permitted, without the prior written consent of Uniinvest, to declare or pay or set aside for payment any dividend on our common shares or voluntary purchase, redeem, accrue, or retire any of our common shares. As we repaid the full amount of this loan during the year ended June 30, 2005, this restriction no longer applies. (See “Item 7 – Major Shareholders and Related Party Transactions”.)

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(f) under the Securities Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2006.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting

Our board of directors has designated Alfred W. Vitale because of his accounting and financial management expertise, as the “Audit Committee Financial Expert” as that term is defined under Section 407 of the Sarbanes-Oxley Act of 2002.

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all directors and officers, including our Chief Executive Officer, Chief Financial Officer and principal accounting officer. The text of such Code is available on the Company’s Internet website at www.unilens.com. We will provide to any person, without charge, upon request, a copy of the Code. A person may request a copy by telephoning us at (604) 689-1280, or by writing to us at Suite 1780-400 Burrard Street, Vancouver, British Columbia V6C 3A6, Attn: William Harper.

The aggregate amounts billed by Pender Newkirk & Company LLP and Davidson & Company LLP for each of the fiscal years ended June 30, 2006 (“Fiscal 2006”) and 2005 for audit fees, audit-related fees, tax fees and all other fees are set forth below:

The Audit Committee has adopted procedures requiring Audit Committee review and approval in advance of all particular engagements for services provided by our independent auditors. Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee pursuant to authority delegated by the Audit Committee, provided the Audit Committee is informed of each particular service. All of the engagements and fees for Fiscal 2006 were approved by the Audit Committee. The Audit Committee reviews with Pender Newkirk & Company LLP and Davidson & Company LPP whether the non-audit services to be provided are compatible with maintaining the auditors’ independence. Our board of directors has determined that, starting in the fiscal year ending June 30, 2005, fees paid to the independent auditors for non-audit services in any year will not exceed the fees paid for audit services during the year. Permissible non-audit services will be limited to fees for tax services, accounting assistance or audits in connection with acquisitions, and other services specifically related to accounting or audit matters such as audits of employee benefit plans.

As our common shares are not listed on a national securities exchange or listed in an automated inter-dealer quotation system of a national securities association as provided under Rule 10A-3 under the Exchange Act, the requirements of that Rule are not applicable to us and, as such, there is no requirement to provide any information under this Item.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We made no purchases of our equity securities during the fiscal year ended June 30, 2006. On August 9, 2006 the TSX Venture Exchange approved a normal course issuer bid whereby the Company may purchase for cancellation up to 224,190 of its common shares, representing 5% of the then current issued and outstanding common shares of the Company. The bid commenced on August 21, 2006 and ends on August 20, 2007. All share purchases will be effected solely through the facilities of the TSX Venture Exchange. The Company purchased 4,600 and 1,000 of its common shares at $4.73 Cdn on August 30, 2006 and September 14, 2006, respectively. The Company may purchase an additional 218,590 common shares under its normal course issuer bid.

The following attached financial statements and schedule are incorporated in this Annual Report:

We have audited the accompanying consolidated balance sheet of Unilens Vision Inc. as of June 30, 2006 and the related consolidated statement of operations, changes in stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the management of Unilens Vision Inc. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Unilens Vision Inc. as of June 30, 2006 and the results of its operations and its cash flows for the year then ended in conformity with United States generally accepted accounting principles.

We have audited the consolidated balance sheet of Unilens Vision Inc. as at June 30, 2005 and the consolidated statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2005 and the results of its operations and its cash flows for the years ended June 30, 2005 and 2004 in accordance with generally accepted accounting principles in the United States of America.

“DAVIDSON & COMPANY LLP”

Chartered Accountants

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

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

The business of Unilens Vision Inc. and subsidiary (the “Company”) is to develop and sell optical products using proprietary design and manufacturing technology. The Company’s products are being sold primarily in the United States through a network of national distributors, independent sales representatives and in house sales personnel. The Company also licenses one of its patented multifocal designs on an exclusive basis to Bausch and Lomb Inc. (“Bausch and Lomb”) (Note 5).

During the fiscal year ended June 30, 2004, the Company elected to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and in United States dollars. Previously the Company prepared its annual and interim consolidated financial statements in accordance with generally accepted accounting principles in Canada (“Cdn GAAP”) and in United States dollars. There were no material differences between the amounts previously reported and the amounts that would have been reported had those statements been prepared in conformity with US GAAP. Refer to Note 19 for differences between the amounts reported in these consolidated financial statements and the amounts that would have been reported had they been prepared in conformity with Cdn GAAP.

These consolidated financial statements include the accounts of Unilens Vision Inc. and its wholly-owned subsidiary, Unilens Corp. USA.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.

These financial statements are expressed in United States dollars, as the Company’s operations are based predominately in the United States. Any amounts expressed in Canadian dollars are indicated as such.

The Company’s functional currency is the United States dollar. The Company follows the remeasurement method of translation since the Canadian records are kept in Canadian dollars. This method translates foreign monetary assets and liabilities at the rate of exchange at the balance sheet date. Foreign nonmonetary assets, liabilities, and stockholders’ equity are translated at the appropriate historical rate. Revenues and expenses from Canadian operations, other than those related to nonmonetary assets and liabilities, are translated at the weighted average exchange rate for the period. The resulting remeasurement gain or loss is taken directly to the income statement.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, royalties and other receivables, accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed

to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

Cash and cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash and whose original maturity is three months or less when purchased.

Accounts receivable consist of contact lens sales to customers. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Also included in this allowance is an amount for product returns, based on an analysis of the Company’s history of credit memos issued. Based on management’s review of accounts receivable, an allowance for doubtful accounts of $341,625 and $305,000 at June 30, 2006 and 2005, respectively, is considered adequate. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.

Inventories are carried at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The Company provides reserves for inventory that management believes to be obsolete or slow moving.

Property, plant and equipment are recorded at cost less accumulated depreciation. Plant and equipment and office equipment are depreciated on a straight-line basis over the shorter of 5 years or the estimated useful life of the asset. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful life of the asset. Expenditures for certain maintenance and repairs are charged to expense as incurred, and renewals and betterments are capitalized. Gains and losses on disposals are credited or charged to operations. For US income tax purposes, the Company uses accelerated methods of depreciation for all assets.

Patents and trademarks totalling $1,407,811 are recorded at cost and are amortized over their estimated useful lives of up to 10 years on a straight-line basis. At June 30, 2006 and 2005, the patents and trademarks are fully amortized. Amortization expense of patents and trademarks was $0, $6,915 and $68,127 during 2006, 2005 and 2004, respectively.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144), the carrying values of property, plant and equipment, and intangible assets are reviewed by the Company for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In performing the review of recoverability, the Company estimates the future cash flows that are expected to result from the use of the assets and their eventual disposition. Because events and circumstances frequently do not occur as expected, there will usually be differences between the estimated and actual future cash flows, and these differences may be material. If an asset is determined to be impaired, the Company recognizes a loss being the difference between the carrying amount and the fair value of the asset. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, fair value is based on discounting the estimated future cash flows. During the periods presented, the Company determined that its property, plant and equipment and intangible assets were not impaired.

The Company recognizes revenue on sales of optical products upon shipment, when title passes, and ultimate collection is reasonably assured. At the same time, the Company charges operations for the estimated cost of future returns based on historical experience for the respective product types. The Company offers discounts on its products. The costs of these discounts are recognized at the date at which the related sales revenue is recognized and are recorded as a reduction of sales revenue.

The Company recognizes royalty income at the end of each quarter based on the net sales of licensed products sold during the quarter, which is provided by the licensee, times the royalty rate. Royalty income is included in other items on the consolidated statement of operations.

The Company records amounts billed to customers for shipping and handling costs as sales revenue. Costs incurred by the Company for shipping and handling are included in cost of sales.

The Company expenses costs when incurred. Advertising expense was approximately $325,005, $217,409 and $81,000 for the years ended June 30, 2006, 2005 and 2004, respectively; there were no advertising costs that met the criteria for capitalization.

Research and development costs are expensed as incurred. The amounts charged to operations during the years ended June 30, 2006, 2005 and 2004 were $162,864, $71,680 and $52,118, respectively. For tax purposes, the Company capitalizes these costs and amortizes them over 10 years.

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

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 year.

Effective July 1, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised), “Share-Based Payment,” (SFAS 123R), which requires the use of the fair value method of accounting for stock options. The statement was adopted using the modified prospective method of application. 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 compensation expense attributable to stock options charged against income for the year ended June 30, 2006 since no options were granted during the year, and all options outstanding at the beginning of the year were fully vested.

Prior to adoption of SFAS 123R, the Company accounted for stock-based compensation using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”) and accordingly, did not recognize any compensation expense for stock option grants since compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of grant that is over the amount employees are required to pay for the stock. Also, the Company previously accounted for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123 “Accounting for Stock Based Compensation,” and the consensus in Emerging Issues Task Force No. 96-18, “Accounting for Equity Instruments that are issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”.

The following table illustrates the effect on income and income per share for the years ended June 30, 2005 and 2004 (years prior to adoption of SFAS 123) if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

See Note 11 for additional disclosure on the Company’s stock-based compensation.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”) which amends Accounting Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions” to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the

entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 did not have a material effect on the Company’s consolidated financial position or results of operations.

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”) which is effective for fiscal years ending after December 15, 2005. SFAS 154 requires that (changes in accounting policy be accounted for on a retroactive basis. The adoption of SFAS 154 did not have a material effect on the Company’s consolidated financial position or results of operations.

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151, “Inventory Costs” (“SFAS 151”). This new statement amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). SFAS No. 151 requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The adoption of SFAS 151 did not have a material effect on the Company’s consolidated financial position or results of operations.

Depreciation expense of property, plant and equipment was $118,886, $72,262 and $49,287 during 2006, 2005 and 2004, respectively. All property, plant and equipment is pledged as collateral on loans (Notes 7 and 9).

On October 26, 2001, Bausch & Lomb licensed the exclusive worldwide rights to the Company’s multi-focal soft contact lens design. Under the terms of the agreement, Bausch & Lomb will develop, manufacture, and market a cast-molded multi-focal soft contact lens using the Company’s technology. For this, Bausch & Lomb will pay the Company a royalty ranging from two to five percent of the product’s worldwide net sales for as long as they manufacture and sell products utilizing the technology. During the years ended June 30, 2006, 2005 and 2004, the Company recorded $1,932,942, $1,632,051 and $937,394, respectively, in Bausch & Lomb royalty revenues.

On February 23, 2005, the Company entered into an asset purchase agreement to acquire the Aquaflex and SoftCon product lines. Under the terms of the agreement, the Company will pay up to $350,000 for inventory, trademarks, regulatory approvals, and various other assets. The Company assigned the $350,000 cost to inventory, of which $150,000 was paid at closing, with the remaining $200,000 to be paid upon the sale of inventory. At June 30, 2006 and 2005, the balance due was $68,593 and $178,260. As part of this agreement, the Company will also pay a royalty ranging from five percent to eight percent on all future sales of the acquired product lines over the next four years.

During 2005, the Company obtained a line of credit of $1,000,000, with interest rate terms of LIBOR plus 2.5 percent. In April 2006, the line of credit was amended and increased to $1,500,000, with the same interest rate terms of LIBOR plus 2.5 percent and maturing in April 2007. The line is collateralized by all assets of Unilens Corp. USA. As of June 30, 2006, the Company does not have any amounts outstanding on this line of credit. Under the credit agreement, the Company is required to meet specified financial covenants. At June 30, 2006, the Company was in compliance with these covenants.

At June 30, 2004, the Company had a note payable with a related party in the amount of $400,000. The note was collateralized by the assets of its subsidiary Unilens Corp. USA. and guaranteed by the Company. The note was originally due, but not paid, on January 31, 1995. The Company paid interest monthly at prime plus three percent through December 2003. During October 2003, this note was amended and the payment terms of the note changed to quarterly instalments of $25,000 plus interest starting January 2004 and maturing April 2008. The Company paid the full amount due on this note during the year ended June 30, 2005.

The terms and conditions of the above related party debt are not necessarily indicative of the terms and conditions that would have been incurred had comparable transactions been entered into with independent parties.

During 1989, the Company acquired substantially all of the assets that comprise its business through an Asset Purchase Agreement. The purchase price for the business and its assets was for $6,000,000 to be paid with $500,000 down and $250,000 per year, increasing at a rate of five percent per year. The Company recorded the assets and the obligation net of imputed interest. The Company defaulted on the obligation in 1992 and 1993 and, as a result of litigation, the Company entered into a Settlement and Forbearance Agreement with its creditor, Competitive Technologies, Inc. This agreement established a payment schedule to cure the delinquent payments; however, it stipulated that in the event of default by the Company, all amounts owed through the date of the default would be due in accordance with the original debt agreement. The Company continued to default on the loan and, during 1994, began negotiations with Competitive Technologies, Inc. for relief with respect to the debt. The Company did not make any of its annual payments from 1995 through June 30, 2003.

During October 2003, the Company entered into another settlement agreement with Competitive Technologies, Inc. Under the terms of the settlement agreement, all prior obligations of the Company have been irrevocably terminated in exchange for a $1,250,000 non-interest bearing installment note, secured by the assets of the Company. The settlement calls for a $100,000 payment on the signing of the agreement and quarterly payments beginning on December 31, 2003 for the greater of (i) $100,000 or (ii) an amount equal to 50 percent of the royalties received by the Company from Bausch & Lomb, Inc. during the quarter ending on the payment due date. Any quarterly payment increase will accelerate payment of the obligation, but not increase it. On the date of the settlement agreement, the Company recognized a one-time extraordinary gain of approximately $1,952,000, which is net of related costs and applicable income taxes. At June 30, 2004 the Company owed $838,139 on this note. The Company paid the full amount due on this note during the year ended June 30, 2005.

The calculation of the extraordinary gain on extinguishment of debt at June 30, 2004 is as follows:

The Company leases, through Unilens Corp. USA, a combined office and manufacturing facility in Largo, Florida and a sales office in Clearwater, Florida. The Largo lease agreement, which is guaranteed by the Company, provides for escalation of rental payments based on taxes and increases in the Consumer Price Index. The lease term is through September 30, 2008 and calls for approximate monthly rental payments of $17,000 with an adjustment effective September 30, 2007. These adjustments will be based on the Consumer Price Index, not to exceed three percent. The Clearwater lease agreement calls for approximate monthly rental payments of $2,433, with an escalation of rental payments based on increases in the landlord’s operating expenses, utility costs and real estate taxes. The lease term is through May 31, 2009.

The Company also rents certain office equipment under operating leases with lease terms of less than one year.

Rent expense under all operating leases was approximately $224,000, $221,000 and $221,000 for the years ended June 30, 2006, 2005 and 2004, respectively.

Minimum future lease payments under operating leases, which have an initial or remaining non-cancelable lease term in excess of one year, over the next three years and thereafter are approximately as follows:

On October 16, 2003, the Company issued 280,000 common shares on exercise of employee stock options at an average exercise price of $0.19 per share raising gross proceeds of $53,200.

On October 28, 2003, the Company issued 45,000 common shares on exercise of employee stock options at an average exercise price of $0.19 per share raising gross proceeds of $8,550.

On April 12, 2004, the Company issued 15,000 common shares on exercise of employee stock options at an exercise price of $0.1823 per share raising gross proceeds of $2,735.

On March 24, 2005, the Company issued 15,000 common shares on exercise of employee stock options at an exercise price of $0.19 per share raising gross proceeds of $2,850.

On July 18, 2005, the Company issued 10,000 and 7,500 common shares on exercise of employee stock options at exercise prices of $0.48 and $0.71 per share raising gross proceeds of $4,800 and $5,325, respectively.

On February 17, 2006, the Company issued 105,000, 60,000, 50,000 and 15,000 common shares on exercise of employee stock options at exercise prices of $0.48, $0.5381 ($0.62Cdn.), $0.71 and $0.8245 ($0.95Cdn.) per share raising gross proceeds of $50,400, $32,286, $35,500 and $12,367, respectively.

The common stock of the Company is all of the same class, is voting and entitles the stockholders to receive dividends. In the event of a liquidation, dissolution or winding up, the common stockholders are entitled to receive equal distribution of net assets or any dividends, which may be declared.

On August 1, 2006 the Board of Directors declared a cash dividend of $0.25 per common share, payable August 28, 2006 to stockholders of record at the close of business on August 14, 2006. The Company also stated its plan to begin paying a regular quarterly dividend. The amount of future dividends will depend on earnings, cash flow, and all other aspects of our business as determined and declared by the Board of Directors.

On August 9, 2006 it was announced that the TSX Venture Exchange had approved its normal course issuer bid whereby the Company may purchase for cancellation up to 224,190 of its common shares, representing 5% of the current issued and outstanding common shares of the Company. The bid will commence on August 21, 2006 and end on August 20, 2007. All shares purchased will be effected solely through the facilities of the TSX Venture Exchange. The Company purchased 4,600 and 1,000 of its common shares at $4.73 Cdn on August 30, 2006 and September 14, 2006, respectively.

The Company has 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 for the continued improvement in the performance of the Company and encouragement for them to remain with the Company. The term of any option granted under the Stock Option Plan may not exceed 5 years. The exercise price of each option must equal or exceed the market price of the Company’s stock as calculated on the date of grant. In connection with stock options granted to employees and consultants who are normally compensated by the Company in US dollars, the Company has clarified its Stock Option Plan that the exercise price is set in US dollars, based on the exchange rate at the date of grant, as was intended. The maximum number of common shares of the Company reserved for issuance under the Stock Option Plan cannot exceed ten percent of the Company’s issued and outstanding common shares. Options, in general, vest immediately except for options granted to consultants performing investor relations activities, which vest at 25% at the grant date and at 25% at the end of each three month period thereafter. No more than 5% of the issued and outstanding capital of the Company may be granted to any one individual in any 12 month period and no more than 2% of the issued and outstanding capital of the Company may be granted to any one consultant in any 12 month period.

At the Annual General Meeting of Shareholders held on February 27, 2006, the shareholders voted against the proposal to approve the Unilens’ Incentive Stock Option Plan-2006, and therefore failed to extend the stock option plan, which is currently terminated.

The following table, which is presented in US dollars, describes the number and the exercise price of options that have been granted, exercised, or cancelled during the year ended June 30, 2006:

The weighted-average grant date fair value of stock options granted during the three years ended June 30, 2006, 2005 and 2004 was $0.00 (no options granted), $1.07 and $0.25 Cdn., respectively.

Cash proceeds, tax benefits and intrinsic value related to options exercised during the three years ended June 30, 2006, 2005 and 2004 are provided in the following table:

The following table describes the number of options, exercise price, and expiry date of the share purchase options granted by the Company that were outstanding at June 30, 2006:

The Company uses the Black-Scholes pricing model to estimate the fair value of stock-based awards. The expected volatilities are based on the historical volatility of the Company’s 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.

The assumptions used and the estimated weighted-average fair values of the options issued, using the Black-Scholes option pricing model, during the last three fiscal years were:

At June 30, 2006 and 2005, the Company has recorded $38,713 and $138,427 of accounts payable in connection with the acquisition of equipment.

During the years ended June 30, 2006, 2005 and 2004 there were no significant non-cash investing or financing activities.

Related party transactions entered into during the year ended June 30, 2006 not elsewhere disclosed herein are as follows:

Except as elsewhere disclosed herein, these transactions were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the related parties.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company places its temporary cash investments with a high credit quality financial institution. Concentrations of credit risk with respect to uncollateralized trade receivables are limited due to the Company’s large number of customers and their geographic dispersion. The Company uses an allowance for doubtful accounts on an item-by-item basis to cover any collectibility issues. As a consequence, concentrations of credit risk, which could subject the Company to a loss are limited and are consistent with management’s expectations as reflected in the consolidated financial statements.

The Company has concentrations in the volume of purchases it conducts with one supplier. For the year ended June 30, 2006, the Company purchased approximately 22% of its inventory from that supplier (2005-28%, 2004-24%). At June 30, 2006, the Company owed this supplier approximately $112,000 (2005 - $54,000).

Substantially all of the Company’s assets are located in the United States. The Company currently conducts substantially all of its operations in the United States in one business segment. Revenue consists of the following lens categories for the years ended June 30:

A reconciliation of income taxes (recovery) at the United States statutory rate to the Company’s effective rate is as follows:

The income tax expense (benefit) for the years ended June 30, 2006, 2005 and 2004 consists of recording deferred taxes in the amount of $421,210, ($527,100) and ($3,261,050), respectively.

As of June 30, 2006, the deferred tax asset is primarily the result of net operating loss carryforwards which are available in future years to offset taxable income. Realization of that asset is dependent on the Company, generating future taxable income against which its loss carryforwards can be offset before they expire. The Company estimated its future taxable income for the next ten fiscal years, assuming improvements over current levels of pretax income. It then compared its projected taxable income against its net operating loss schedule and determined an allowance against the deferred tax asset was not necessary. Based on all positive and negative evidence available, including sales trends and outlook data, the Company believes it is more likely than not that it will be able to increase its current level of taxable income, thereby fully realizing its deferred tax asset relating to its United States activity recorded at June 30, 2006. An allowance could be required if near-term estimates of future taxable income during the carryforward periods are changed. Utilization of the deferred tax asset may be subject to limitations in the event of significant changes in the beneficial ownership of the Company’s shares. The Company cannot predict if or when such changes might occur, or their effect, if any, on the deferred tax asset, which will be dependent on such factors as the size of the beneficial ownership change, its timing and the prices at which shares involved in the change are disposed. The Company is aware, however, that its largest shareholder is the subject of bankruptcy proceedings that conceivably could result in such shareholder’s disposition of all or a portion of its Company shares.

The Company has a deferred tax asset for a Canadian net operating loss. Consistent with prior years, the Company has recorded a full valuation allowance against the Canadian net operating loss, since the loss may never be utilized.

The Company has unused operating loss carryforwards available at June 30, 2006 that may be applied against future taxable income which expire as follows:

The Company also has approximately Cdn $387,299 of unused non-capital loss carryforwards in Canada available at June 30, 2006 which expire from 2007 to 2016.

The Company maintains a 401(k) profit-sharing plan that covers substantially all of its employees. Contributions are to be made at the discretion of the Company’s board of directors. For the years ended June 30, 2006, 2005 and 2004, the Company contributed to the plan $44,165, $28,248, and $17,022 respectively. The Company does not have any liabilities for the plan as of June 30, 2006.

These consolidated financial statements have been prepared in conformity with US GAAP. Prior to the year ended June 30, 2004 the Company prepared its consolidated financial statements in United States dollars in accordance with generally accepted accounting principles in Canada (“Cdn GAAP”). Material variations in the accounting principles, practices and methods used in preparing these financial statements from Cdn GAAP are described and quantified below.

Except as disclosed hereunder, there are no material differences between US GAAP and Cdn GAAP in connection with the Company’s consolidated balance sheets as at June 30, 2006 and 2005 and, for the years ended June 30, 2006, 2005 and 2004, for the consolidated statements of operations, cash flows and stockholders’ equity (deficiency).

There were no material differences in the treatment of stock-based compensation under US GAAP and Cdn GAAP for the year ended June 30, 2004. However, under Cdn GAAP, commencing July 1, 2004, the Company is required to record stock-based compensation for all options granted to employees. For the purpose of determining the material differences between US GAAP and Cdn GAAP and as permitted under Cdn GAAP, the Company would apply this difference in accounting policy on a retroactive basis with the accumulated deficit balance and additional paid-in-capital balance being adjusted by $114,991 for the cumulative effect of the charges for the fiscal years ended prior to July 1, 2004. Stock based compensation charges for the years ended June 30, 2006 and 2005 were $0 (no options were granted during the year ended June 30, 2006) and $21,356. The stock based compensation charges for the years ended June 30, 2006 and 2005 had no effect on basic or diluted income per common share.

Under US GAAP, the gain on debt settlement during the year ended June 30, 2004 of $3,130,613 is disclosed in the statement of operations as an extraordinary item net of related taxes of $1,178,050. Under Cdn GAAP, the gain on debt settlement is disclosed as an unusual item and the related tax effect is included in the tax provision for the year.

In connection with our audit of the consolidated financial statements of Unilens Vision Inc. referred to in our report dated September 1, 2006, we have also audited Schedule I for the year ended June 30, 2006. In our opinion, this schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

In connection with our audit of the consolidated financial statements of Unilens Vision Inc. referred to in our report dated October 20, 2005, we have also audited Schedule I for the year ended June 30, 2005.

In our opinion, this schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein.

“DAVIDSON & COMPANY LLP”

Chartered Accountants

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6

The following management discussion and analysis (“MDA”) provides information on the activities of Unilens Vision Inc. As used in this MDA, unless the context otherwise requires, “we”, “us”, “our”, the “Company” or “Unilens” refers to Unilens Vision Inc. and its subsidiaries and should be read in conjunction with the annual financial statements and notes thereto for the year ended June 30, 2006 (the “Financial Statements”). The Financial Statements have been prepared in United States dollars and in conformity with United States generally accepted accounting principles (“US GAAP”). Note 19 to the Financial Statements describes any material differences between the amounts reported therein and the amounts that would have been reported had the Financial Statements been prepared in conformity with Cdn GAAP. Unless otherwise indicated, all dollar amounts disclosed in this MDA are expressed in United States Dollars. Readers are cautioned that management’s discussion and analysis contains forward-looking statements and that actual events may vary from management’s expectations.

We manufacture, distribute and license specialty optical products using proprietary design and manufacturing technology from our manufacturing, distribution, and administrative facility in Largo, Florida. Our products are sold primarily in the United States through inside sales representatives and independent sales brokers, and a network of distributors. In mid 2001, we entered into an exclusive worldwide license agreement with Bausch and Lomb for our key multifocal technology. Under the terms of the agreement, Bausch and Lomb will pay us a royalty ranging from two to five percent of their sales of products utilizing the technology.

Our lens business is broken down into the following four categories: (i) disposable lenses; (ii) conventional soft lenses; (iii) gas permeable lenses; and (iv) replacement and other lenses. Our disposable lenses line consists of the C-Vue^®, a mulitfocal cast molded blister-packed box of six lenses sold for frequent replacement. The C-Vue lens is manufactured for us by a third party utilizing one of our patented soft lens designs and is marketed exclusively in the United States to eye care professionals. In February 2006, we launched the C-Vue Aspheric single vision lens, a single vision disposable soft contact lens sold for 2-week replacement. The C-Vue Aspheric single vision lens is manufactured for us by a third party utilizing Wavefront inspired technology. The cast molded C-Vue Aspheric single vision lens is marketed to eye care professionals in a blister-packed box of six lenses. We expect the C-Vue multifocal and the C-Vue Aspheric single vision lenses will make up an increasing percentage of our future sales. Our conventional soft lenses line of soft lathe-cut multifocal and toric multifocal products consists of the following: the C-Vue Toric Multifocal, designed for patients with an astigmatism that require bifocal correction; the Unilens™, a aspheric multifocal contact lens; the SoftSite™, a highadd multifocal contact lens; the SimulVue™, a simultaneous vision bifocal contact lens with the capabilities for correcting advanced presbyopia; the Unilens EMA, a visibility tinted multifocal contact lens available in planned replacement modality; and the C-Vue 55, a highadd multifocal contact lens manufactured in a comfortable high-water content material. Our gas permeable lens line of products consist of the following: the Unilens GP™, a multifocal contact lens intended for patients with astigmatism who need low to moderate presbyopic correction; the Unilens GP Plus™, designed to accommodate wearers requiring higher presbyopic correction; and the C-Vue GP, a front aspheric design incorporating the C-Vue design technology. Our replacement and other lenses line of business primarily consists of the Sof-Form and LifeStyle brand of toric multifocal, toric and spherical daily, and extended wear lenses marketed under the Lombart brand; the UniVision, an aspheric low vision lens; and our newest acquisition, the Aquaflex and SoftCon spherical daily and extended wear brand of lenses acquired from CIBA Vision. Our lens products are marketed, as a family of vision correction products that can serve the majority of the population’s vision correction needs.

The following MDA is for the fiscal year ended June 30, 2006 (the “2006 Fiscal Year”) and includes relevant information up to October 27, 2006 (the “Report Date”).

Revenue derived from the C-Vue disposable multifocal, continues to steadily increase, and accounts for approximately 46% of our revenue. Revenue was bolstered by the launch in January 2005 of a new toric multifocal utilizing our patented technology and from product acquisitions in February 2005, which account for approximately 12% and 11% respectively of our revenue for the 2006 Fiscal Year. Royalty income from the license of our key technologies, is a major component of our profitability, and continues to grow. During the 2006 Fiscal Year we were debt free, and recognized approximately $0.4 million in deferred tax benefits.

Sales for the 2006 Fiscal Year increased by 23% to $6.1 million, compared to $5.0 million for the fiscal year ended June 30, 2005 (the “2005 Fiscal Year”). The increase was primarily due to significant growth in the sales of the C-Vue disposable multifocal, new product acquisitions and a product launch, which was partially offset by an expected decline in the sales of some of our gas permeable and other replacement soft lathe-cut product lines that are nearing the end of their life cycle. Income before income taxes for the 2006 Fiscal Year increased by $0.3 million to $2.0 million, primarily resulting from an increase in royalty income. As of June 30, 2006 we had positive working capital of $4.7 million, which represents an increase of $2.2 million compared to Fiscal Year 2005. The increase in working capital was principally due to an increase in cash (primarily from royalty income) and a decrease in accrued liabilities.

At the end of Fiscal Year 2006 we had stockholders’ equity of $8.0 million representing an increase of $1.7 million. The increase in stockholders’ equity was primarily from operating profits and royalty income during the 2006 Fiscal Year.

The following table sets out selected financial information for Unilens Vision Inc., which has been derived from our audited financial statements as at and for the fiscal years ended June 30, 2006, 2005, and 2004. These financial statements were prepared in accordance with accounting principles generally accepted in the United States and are in United States dollars.

Factors That Affect the Comparability of the Annual Financial Data Disclosed Above

On October 25, 2001 we licensed the exclusive worldwide rights for one of our patented soft multifocal contact lens designs to Bausch and Lomb. Under the terms of the agreement we will receive a royalty payment ranging from two to five percent of Bausch and Lomb’s product sales utilizing the technology. We began receiving royalty payments in February of 2003 and recorded royalty income totaling $1,932,942, $1,632,051, and $937,394 for the 2006, 2005 and 2004 Fiscal Years, respectively.

In the 2004 Fiscal Year, we renegotiated our debt obligations, which resulted in the recognition of $3.2 million in extraordinary income before tax amortization and a reduction of $3.2 million in long-term debt during the quarter ending December 31, 2004. Also in the 2004 Fiscal Year we recorded approximately $3.3 million in net income tax benefits that resulted from the recognition of deferred tax assets, expected to be realized in the future which was offset by a reduction in the deferred tax asset during the year.

In the 2005 Fiscal Year we recorded a net income tax benefit of $527,100. The income tax benefit is the result of the recognition of income tax loss carry-forwards, offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the year.

In the 2006 Fiscal Year we recorded a net income tax expense of $421,210. The income tax expense is the result of the recognition of income tax loss carry-forwards, offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the year.

Supplemental Information in connection with Cost of Sales, General and Administrative and Marketing Expense

The following table shows the number of options, vested options, exercise price and expiry date of the share purchase options granted by the Company that were outstanding as of the report date:

The above common shares issued and options table both as of the report date, reflect 52,500 options exercised and shares issued, subsequent to the end of the 2006 Fiscal Year. Gross proceeds raised from the options exercised totalled $33,165. In addition, the above common shares issued, reflects the buyback and cancellation of 5,600 common shares subsequent to the end of the 2006 Fiscal Year. Gross disbursements for the common share buybacks totalled $23,939.

The Unilens Vision Incentive Stock Option Plan allows for the issuance of common share purchase options of up to 10% of the issued and outstanding common shares to directors, employees, and consultants. The number of shares under option from time to time and the exercise prices of such options, and any amendments thereto, will be and have been determined by the directors in accordance with the policies of the TSX Venture Exchange.

At the Annual General Meeting of Shareholders held on February 27, 2006, the shareholders voted against a proposal to approve the Unilens’ Incentive Stock Option Plan-2006, and therefore failed to extend the stock option plan, which has been terminated.

Options granted by the Company during the fiscal year ending June 30, 2006 – None

During the three months ended June 30, 2006 (the “Current Quarter”) we earned income before tax of $490,328 compared to income before tax of $541,533 for the three months ended June 30, 2005 (the “Prior Quarter”). The decrease in income before tax during the Current Quarter of $51,205 as compared to the Prior Quarter, was primarily due to (i) a slight decrease in royalty income under the license agreement with Bausch & Lomb of $4,131 to $469,496 in the Current Quarter as compared to $473,627 in the Prior Quarter, due to a 14% decrease in the contractual royalty rate during the Current Quarter offset by increased sales of the licensed product, (ii) an increase in gross margin of $81,798 , offset by (iii) an increase in expenses of $134,659 as described below, and (iv) a increase in interest income and other income of $5,787. After recording a net deferred income tax benefit of $164,938, we had net income of $655,266 or $0.14 per diluted share for the Current Quarter. In comparison, in the Prior Quarter we had net income of $1,515,118 or $0.34 per diluted share after recording a net deferred income tax benefit of $973,585.

Sales during the Current Quarter were $1,550,354, a decrease of $18,952 (1.2%), as compared to sales of $1,569,306 during the Prior Quarter. The disposable lens category increased by 17.3% due to continued sales growth of our best selling lens, the C-Vue disposable multifocal. Our conventional soft lens category decreased by 9.4% due to a decrease in some of our older product lines that are nearing the end of their life cycle. Our gas permeable lens category decreased, by 16.2%, due to a continued overall decline in gas permeable fits in the contact lens industry. The replacement lens category decreased by 18.9% due primarily to a cycling and decrease of sales from the SoftCon and Aquaflex brands acquired from CIBA Vision at the end of February 2005, which accounted for approximately 11% of our sales during the Current Quarter and by sales decreases in product lines that are nearing the end of their life cycle. Gross margin increased to 48.7% in the Current Quarter compared to 42.9% in the Prior Quarter due a reorganization and efficiencies gained in the manufacturing operations and to a shift in product mix towards higher margin products and price increases.

The increase in expenses during the Current Quarter, as compared to the Prior Quarter, was primarily due to increases in administration expenses and sales and marketing expenses. Administration expenses increased due to (i) higher general legal expenses in the Current Quarter, (ii) higher insurance premiums in the Current Quarter versus less insurance expense due to insurance credits received in the Prior Quarter, (iii) from additional personnel (salaries) in the Current Quarter and (iv) from additional depreciation

and other expenses associated with the general increase in the Company’s business during the Current Quarter. Sales and marketing expenses increased primarily due to salaries associated with additional sales positions, and costs associated with continued support of the February 2006 launch of the C-Vue Aspheric single vision lens.

During the Current Quarter we recorded an income tax benefit of $164,938 compared to an income tax benefit in the Prior Quarter of $973,585. The income tax benefit is the result from the recognition of income tax loss carry-forwards offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the quarter.

During the 2006 Fiscal Year (the “Current Year’) we earned income before tax of $2,018,040 compared to income before tax of $1,710,687 for the 2005 Fiscal Year (the “Prior Year”). The increase in income before tax during the Current Year of $307,353, as compared to the Prior Year, was primarily due to (i) an increase in royalty income, derived from the license agreement with Bausch & Lomb, (see the Current Quarter discussion above related to a 14% decrease in the contractual royalty rate) of $300,891 to $1,932,942 during the Current Year as compared to $1,632,051 of royalty income earned during the Prior Year, (ii) an increase in gross margin of $691,884 on higher sales during the Current Year, offset by (iii) an increase in expenses of $730,105 as described below, and (iv) a decrease in interest and other expenses together with an increase in interest income, for a net increase in income of $44,683. After recording income tax expense of $421,210, we had net income of $1,596,830 or $0.35 per diluted share for the 2006 Fiscal Year. In comparison, in the Prior Year we had net income of $2,237,787 or $0.50 per diluted share after recording a net deferred income tax benefit of $527,100.

Sales during the Current Year were $6,110,040, an increase of $1,138,463 (22.9%), as compared to sales of $4,971,577 during the Prior Year. The disposable lens category increased by 25.1% due to continued sales growth of our best selling lens, the C-Vue disposable multifocal. Our conventional soft lens category increased by 23.1% due to sales of our C-Vue Toric multifocal which was launched in January of 2005. Our gas permeable category as expected decreased, by 5.0%, due to a continued overall decline in gas permeable fits in the contact lens industry. The replacement lens category increased by 37.9% due to the acquisition of the SoftCon and Aquaflex brands from CIBA Vision at the end of February 2005, which accounted for approximately 11% of our sales during the Current Year. Gross margin increased from 40.5% in the Prior Year to 44.3% in the Current Year due to a shift in product mix towards higher margin products and price increases.

During the Current Year we recorded income tax expense of $421,210 compared to an income tax benefit in the Prior Year of $527,100. The income tax benefit is the result from the recognition of income tax loss carry-forwards offset by a reduction in the deferred income tax asset due to the application of tax loss carry forwards against the taxable income earned during the year.

The financial data presented above is derived from the Company’s financial statements and is prepared in conformity with accounting principles generally accepted in the United States and in United States dollars.

Factors That Affect the Comparability of the Quarterly Financial Data Disclosed Above

On October 25, 2001 we licensed the exclusive worldwide rights for one of our patented soft multifocal contact lens designs to Bausch and Lomb. Under the terms of the agreement we will receive a royalty payment ranging from two to five percent of Bausch and Lomb’s product sales utilizing our technology. During the Current Quarter, the contractual royalty rate received on Bausch and Lomb product sales utilizing this technology decreased 14%. The next contractual decrease will occur in the quarter ending December 2016. The quarterly results in the above table include royalty income as follows:

In the quarter ending June 30, 2005 we recorded approximately $1.2 million in income tax benefits that resulted from the recognition of deferred tax assets expected to be realized in the future, which was offset by a reduction in the deferred income tax asset during the quarter.

In the quarter ending June 30, 2006 we recorded approximately $0.4 million in income tax benefits that resulted from the recognition of deferred tax assets expected to be realized in the future, which was offset by a reduction in the deferred income tax asset during the quarter.

As of June 30, 2006, the Company had working capital of $4,747,777, representing an increase of $611,738 from our working capital at March 31, 2006. Positive cash flow from operating activities totalled $797,374, and we used cash of $58,118 for the purchase of capital additions during the quarter ending June 30, 2006.

As of June 30, 2006, the Company had working capital of $4,747,777 representing an increase of $2,207,153 from our working capital at June 30, 2005. During the Current Year, we generated $2,023,906 in cash from operations representing an increase of $761,531 from $1,262,375 generated during the year ended June 30, 2005. We used cash of $337,348 during the Current Year for the purchase of capital additions, an increase of $214,878 from the Prior Year. The Company also received cash of $140,678 from capital stock issued from the exercise of stock options during the Current Year. The Company used net cash of $1,235,289 for financing activities during the Prior Year, primarily consisting of $1,238,139 used for the early repayment and complete elimination of our term debt. We estimate that we will have sufficient resources to fund our working capital requirements during the year ended June 30, 2007.

During the 2006 Fiscal Year, we incurred $0 (2005 - $5,269) in fees to, William Harper, an officer of the Company, for accounting services and incurred interest expense of $0 (2005 - $20,252) on a note payable owed to Uniinvest Holdings AG, a related financial institution.

The soft multifocal contact lens business has been affected over the past several years by the introduction of molding manufacturing technology, allowing for the mass production of most lens types at a fraction of the cost to lathe lenses. The entry of molded lenses has created significant price competition in the marketplace. The reduced cost of the molded lens allows for liberal numbers of trial lenses to be provided to eye care professionals for a more productive fitting session and immediate dispensing of lenses. Furthermore, lower manufacturing costs led to the introduction of frequent replacement and disposable lenses, a modality preferred by many consumers. Recognizing this trend, we signed an agreement with a third party in 2002 for the supply of molded soft contact lenses (C-Vue) utilizing our patented design. The C-Vue brand was launched to eye care professionals in the United States during September of 2002. In February 2006, we announced the launch of the first aspheric, single vision daily wear, two week disposable soft contact lens ever available under the C-Vue brand. The C-Vue Aspheric single vision lens is manufactured by a third party utilizing Wavefront inspired technology. The cast molded C-Vue Aspheric single vision lens was launched to eye care professionals in the United States in the middle of February 2006. During the 2006 Fiscal Year the Company’s C-Vue disposable products accounted for approximately 47% of sales. The Company expects the sales of the C-Vue brand multifocal and single vision lenses will make up an increasing percentage of its future sales.

The Company entered into a supply agreement with one supplier for the manufacture of its moulded C-Vue multifocal lens, which currently accounts for approximately 46% of the Company’s sales. Although to date the supplier has met the Company’s requirements, there can be no assurances that they will be able to continue to meet their obligations under the current agreement or any renewal of the agreement. Furthermore, there are no assurances that the supplier will meet the Company’s possible future requirements for design or material changes and enhancements. Alternative suppliers for the manufacturer of the speciality moulded, or partially moulded contact lenses have been identified. However, there can be no assurances that an alternate supplier can successfully manufacture the lens to the Company’s specifications or on terms that are acceptable to the Company.

A significant portion of the Company’s net income is derived from the Company’s exclusive license of one of its patented multifocal designs to Bausch and Lomb. The Company collects royalties based on Bausch and Lomb’s worldwide net sales of products utilizing the Company’s technology. There can be no assurances that Bausch and Lomb will continue to sell products in the future utilizing the Company’s technology.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, royalties and other receivables, accounts payable and accrued liabilities, and long term debt. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.

We anticipate solid earnings growth for the fiscal year ending June 30, 2007. This earnings growth will be derived primarily from royalty income from increasing demand for our licensed multifocal technology, and from growth of our C-Vue brand contact lenses.

Investor relations are done internally and consist of responding to inquiries from potential investors and stockholders as well as the dissemination of Company news and information. In addition, we have retained RJ Falkner and Company (“Falkner”) as investor relations counsel for a full range of investor relations services including assisting us in responding to inquiries from potential investors and stockholders as well as the development of independent analyses, research reports, and other services. We pay a monthly consulting fee and reimburse Falkner for their expenses incurred in providing the services, and have granted Falkner an option to purchase up to 25,000 shares of common stock at an exercise price of US $0.48 with an expiry date of March 9, 2009.

As at the fiscal year ended June 30, 2006, an evaluation was carried out, under the supervision of and with the participation of Company management, including the President and Chief Executive Officer, and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as at June 30, 2006 to provide reasonable assurance that material information relating to the Company would be made known to them by others within the Company.

Additional information is available concerning the Company and its operations on SEDAR at www.sedar.com and on our web site at www.unilens.com. Additional financial information concerning the Company is provided in its audited comparative financial statements for the Company’s most recently completed financial year. Copies of this information are available by contacting the Company at 800-446-2020.

The contents of this management discussion and analysis have been approved and its mailing has been authorized by the board of directors of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

“Alfred W. Vitale”

ALFRED W. VITALE, PRESIDENT

Unilens Vision Inc. certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1

ITEM 3.	KEY INFORMATION	1

ITEM 4.	INFORMATION ON THE COMPANY	7

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	11

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	15

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	20

ITEM 8.	FINANCIAL INFORMATION	21

ITEM 9.	THE OFFER AND LISTING	21

ITEM 10.	ADDITIONAL INFORMATION	22

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	33

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	33

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	33

ITEM 15.	CONTROLS AND PROCEDURES	33

ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	34

ITEM 16B.	CODE OF ETHICS	34

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	34

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	35

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	35

ITEM 17.	FINANCIAL STATEMENTS	35

ITEM 18.	FINANCIAL STATEMENTS	70

ITEM 19.	EXHIBITS	70


(U.S. dollars except share amounts)	As at June 30
	2006		2005		2004			2003			2002
Balance Sheet Data
Total assets	$	8,969,222	$	7,316,946	$	6,095,950		$	3,466,586		$	1,760,879
Working capital (deficiency)		4,747,777		2,540,624		1,381,148			1,969,314			(2,843,009	)
Long-term liabilities		—		—		688,139			4,474,576			1,185,081
Total Liabilities		997,010		1,082,242		2,085,117			5,604,564			5,447,655
Shareholders’ equity (deficiency)		7,972,212		6,234,704		4,010,833			(2,137,978	)		(3,686,776	)
Share Capital		27,575,628		27,434,950		27,432,100			27,367,615			27,367,615
Statement of Operations Data (fiscal year ended)
Revenues		6,110,040		4,971,577		4,074,577			3,129,101			3,363,349
Income (loss) from operations ⁽¹⁾		53,359		91,580		(42,387	)		(272,578	)		(56,414	)
Income (loss) before tax benefit, discontinued operations and extraordinary items		2,018,040		1,710,687		863,121			(140,730	)		(228,673	)
Income (loss) before discontinued operations and extraordinary items		1,596,830		2,237,787		4,124,171			1,558,270			(228,673	)
Income (loss) for the year		1,596,830		2,237,787		6,076,734			1,558,270			(228,673	)
Weighted Average Number of common shares		4,522,566		4,458,266		4,114,722			3,838,815			3,838,815
Income (loss) per common share outstanding - basic and diluted:
Income (loss) before discontinued operations and extraordinary item
Basic		0.37		0.53		1.01			0.41			(0.06	)
Diluted		0.35		0.50		1.00			0.41			(0.06	)
Income (loss) for the year
Basic		0.37		0.53		1.49			0.41			(0.06	)
Diluted		0.35		0.50		1.48			0.41			(0.06	)


	Plant and Equipment		Other Assets
2007 Activities	$	325,000	$	5,000


	Payments due by period
Contractual Obligations:	Total		Less than 1 yr		1-3 yrs		3-5 yrs		Greater than 5 yrs
Long-Term Debt	$	0	$	0	$	0	$	0	$	0
Capital Lease		0		0		0		0		0
Operating Lease		576,066		233,740		342,326		0		0
Purchase Obligations		128,146		128,146		0		0		0
Other		0		0		0		0		0

Total	$	704,212	$	361,886	$	342,326	$	0	$	0


Number of Options	Exercise Price	Expiration Date
20,000	Cdn$0.62	December 9, 2008
15,000	Cdn$0.95	March 3, 2009
20,000	US$2.07	January 4, 2010


Year	Plant and Equipment		Other Assets
Amounts Deferred (capitalized or invested)
2006	$	337,348	$	0
2005	$	122,470	$	0
2004	$	157,354	$	0


	Common Shares Beneficially Owned
	Number (1)	Percent
Directors and Other Named Executive Officers
Alfred W. Vitale	150,000	3.3	%
William D. Baxter	68,300	1.5	%
Nicholas Bennett	57,500	1.3	%
William S. Harper	47,600	1.1	%
Elizabeth J. Harrison	0	N/A
Michael J. Pecora	93,500	2.1	%
Kelly McKnight-Goelz	20,000	*

All directors and executive officers as a group (7 persons)	436,900	9.6	%

Shareholders
UNIINVEST HOLDING AG IN LIQUIDATION Rechtsanwalte Seefeldstrasse 116 8034 Switzerland	1,956,371	43.6	%
Cede & Co. (2) P.O. Box 20 Bowling Green Station New York, New York 10274 USA	1,588,625	35.4	%
CDS & Co. (2) NCI Account 25, The Esplanade P.O. Box 1038 Station A Toronto, Ontario M5W 1G5 Canada	655,107	14.6	%
Boston Partners Asset Management, LLC (3) 28 State Street, 20^th Floor Boston, MA 02109 USA	278,640	6.2	%


	High (CDN $)	Low (CDN $)		High (CDN $)	Low (CDN $)
Annual – Fiscal Year			By Quarter
2006	5.50	3.53	Fiscal Year 2005
2005	4.30	1.66	First Quarter	2.72	1.66
2004	2.20	0.02	Second Quarter	2.60	2.21
2003	0.19	0.02	Third Quarter	4.25	2.00
2002	0.40	0.02	Fourth Quarter	4.30	3.21

By Quarter			Monthly
Fiscal Year 2006			July 2006	3.69	3.00
First Quarter	4.33	3.53	August 2006	4.73	4.66
Second Quarter	5.50	3.69	September 2006	4.80	4.64
Third Quarter	5.26	3.87	October 2006	4.86	4.10
Fourth Quarter	4.59	3.63	November 2006	5.25	4.75
			December 2006	5.10	5.10


U.S. MARKETS OTC Bulletin Board and Pink Sheets UVICF/UVICF.PK – Trading in U.S. Dollars
	High ($U.S.)	Low ($U.S.)		High ($U.S.)	Low ($U.S.)
Annual – Fiscal Year			By Quarter
2006	4.99	3.05	Fiscal Year 2005
2005	3.45	1.30	First Quarter	2.10	1.30
2004	1.75	0.01	Second Quarter	2.29	1.72
2003	0.67	0.01	Third Quarter	3.45	1.92
2002	0.11	0.01	Fourth Quarter	3.39	2.67

By Quarter			Monthly
Fiscal Year 2006			July 2006	3.25	3.00
First Quarter	3.65	3.05	August 2006	4.40	3.95
Second Quarter	4.99	3.05	September 2006	4.26	4.14
Third Quarter	4.99	3.51	October 2006	4.50	4.10
Fourth Quarter	3.90	3.25	November 2006	4.75	4.20
			December 2006	4.26	4.26


	Year Ended June 30, 2006		Year Ended June 30, 2005
Audit Fees (1)	$	24,500	$	37,000
Audit-Related Fees (2)		0		0
Tax Fees (3)		7,950		1,500
Totals	$	32,450	$	38,500


DAVIDSON & COMPANY LLP		Chartered Accountants A Partnership of Incorporated Professionals


	2006			2005
ASSETS
Current
Cash and cash equivalents	$	2,195,633		$	374,302
Accounts receivable, net of allowance of $341,625 and $305,000 at June 30, 2006 and 2005, respectively		822,589			842,206
Royalties and other receivables		517,438			481,802
Inventories (Note 3)		962,665			867,158
Prepaid expenses		33,072			16,598
Deferred tax asset – current (Note 16)		1,213,390			1,040,800

Total current assets		5,744,787			3,622,866
Property, plant, and equipment, net (Note 4)		508,467			389,719
Other assets		41,468			36,061
Deferred tax asset (Note 16)		2,674,500			3,268,300

Total assets	$	8,969,222		$	7,316,946

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable	$	497,423		$	433,218
Accrued liabilities		499,587			649,024

Total current liabilities		997,010			1,082,242

Total liabilities		997,010			1,082,242

Commitments (Note 10)
Stockholders’ equity
Capital stock (Note 11)
Preference “A” shares, par value $10 Cdn. per share; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Preference “B” shares, par value $50 Cdn. per share; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common shares, no par value; 100,000,000 shares authorized; shares issued and outstanding 4,441,315 and 4,193,815		27,575,628			27,434,950
Additional paid-in capital		8,970			8,970
Cumulative translation adjustment		—			(18,922	)
Deficit		(19,612,386	)		(21,190,294	)

Total stockholders’ equity		7,972,212			6,234,704

Total liabilities and stockholders’ equity	$	8,969,222		$	7,316,946


YEAR ENDED JUNE 30	2006			2005			2004
Sales	$	6,110,040		$	4,971,577		$	4,074,577
Cost of sales		3,404,831			2,958,252			2,415,007

Gross profit		2,705,209			2,013,325			1,659,570

Expenses:
Administration		1,100,729			835,834			862,125
Research and development		162,864			71,680			52,118
Sales and marketing		1,388,257			1,014,231			787,714

		2,651,850			1,921,745			1,701,957

Income (loss) from operations		53,359			91,580			(42,387	)

Other items:
Royalty income (Note 5)		1,932,942			1,632,051			937,394
Other income		9,509			7,267			1,468
Remeasurement loss		(5,905	)		—			—
Interest income (expense)		28,135			(20,211	)		(33,354	)

		1,964,681			1,619,107			905,508

Income (loss) before income tax benefit and extraordinary item		2,018,040			1,710,687			863,121
Net deferred income tax benefit (expense) (Note 16)		(421,210	)		527,100			3,261,050

Income before net extraordinary item		1,596,830			2,237,787			4,124,171
Net extraordinary item
Gain on extinguishment of debt which is net of associated expenses and applicable income taxes of 2004 - $1,178,050 (Note 9)		—			—			1,952,563

Income for the year		1,596,830			2,237,787			6,076,734

Other comprehensive loss:
Foreign currency translation adjustment		—			(16,766	)		(1,378	)

Comprehensive income for the year	$	1,596,830		$	2,221,021		$	6,075,356

Income per common share before extraordinary item:
Basic	$	0.37		$	0.53		$	1.01

Diluted	$	0.35		$	0.50		$	1.00

Income per common share from net extraordinary item
Basic	$	—		$	—		$	0.48

Diluted	$	—		$	—		$	0.48

Income per common share:
Basic	$	0.37		$	0.53		$	1.49

Diluted	$	0.35		$	0.50		$	1.48


	Common Stock
	Number of shares	Amount		Additional Paid-in Capital		Cumulative Translation Adjustment			Deficit			Total
Balance, June 30, 2003	3,838,815	$	27,367,615	$	—	$	(778	)	$	(29,504,815	)	$	(2,137,978	)
Common stock issued for cash from exercise of stock options at $0.19 per share in October 2003	325,000		61,750										61,750
Common stock issued for cash from exercise of stock options at $0.18 per share in April 2004	15,000		2,735										2,735
Stock-based compensation					8,970								8,970
Cumulative translation adjustment							(1,378	)					(1,378	)
Income for the year										6,076,734			6,076,734

Balance, June 30, 2004	4,178,815		27,432,100		8,970		(2,156	)		(23,428,081	)		4,010,833
Common stock issued for cash from exercise of stock options at $0.19 per share in March 2005	15,000		2,850										2,850
Cumulative translation adjustment							(16,766	)					(16,766	)
Income for the year										2,237,787			2,237,787

Balance, June 30, 2005	4,193,815		27,434,950		8,970		(18,922	)		(21,190,294	)		6,234,704
Common stock issued for cash from exercise of stock options at $0.48 per share in July 2005	10,000		4,800										4,800
Common stock issued for cash from exercise of stock options at $0.71 per share in July 2005	7,500		5,325										5,325
Common stock issued for cash from exercise of stock options at $0.48 per share in February 2006	105,000		50,400										50,400
Common stock issued for cash from exercise of stock options at $0.54 per share in February 2006	60,000		32,286										32,286
Common stock issued for cash from exercise of stock options at $0.71 per share in February 2006	50,000		35,500										35,500
Common stock issued for cash from exercise of stock options at $0.82 per share in February 2006	15,000		12,367										12,367
Cumulative translation adjustment							18,922			(18,922	)		—
Income for the year										1,596,830			1,596,830

Balance, June 30, 2006	4,441,315	$	27,575,628	$	8,970	$	—		$	(19,612,386	)	$	7,972,212


	2005			2004
Income as reported:	$	2,237,787		$	6,076,734

Add: total stock-based employee compensation expense included in income (loss), as reported determined under APB 25		—			8,970
Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of taxes		(21,356	)		(87,283	)

Pro-forma income	$	2,216,431		$	5,998,421

Income per common share, as reported
Basic	$	0.53		$	1.49

Diluted	$	0.50		$	1.48

Pro-forma income per common share
Basic	$	0.53		$	1.47

Diluted	$	0.50		$	1.46


	2006		2005
Raw materials	$	262,262	$	220,708
Work in progress		20,962		28,342
Finished goods		1,189,441		1,077,603

		1,472,665		1,326,653
Less allowance for obsolescence		510,000		459,495

	$	962,665	$	867,158


	2006						2005
	Cost		Accumulated Depreciation		Net Book Value		Cost		Accumulated Depreciation		Net Book Value
Plant and equipment	$	4,918,878	$	4,635,313	$	283,565	$	4,867,873	$	4,559,018	$	308,855
Office equipment		404,254		240,197		164,057		277,014		214,409		62,605
Leasehold improvements		220,442		159,597		60,845		161,053		142,794		18,259

	$	5,543,574	$	5,035,107	$	508,467	$	5,305,940	$	4,916,221	$	389,719


Note balance before debt forgiveness	$	4,474,576
Note balance after debt forgiveness		1,250,000

Gross amount forgiven		3,224,576
Related cost		93,963

Extraordinary gain pre-tax		3,130,613
Tax effect (37.63 percent)		1,178,050

Extraordinary gain net of tax	$	1,952,563


Year ended June 30,	Operating leases
2007	$	233,740
2008		256,753
2009		85,573

Total	$	576,066


	Number of Options		Weighted Average Exercise Price ⁽¹⁾		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value ⁽¹⁾
Outstanding, beginning of year	380,000		$	0.63

Exercised	(247,500	)	$	0.57

Granted
Employees	—			—
Consultants	—			—

Sub-total granted	—			—

Expired/cancelled	—			—

Outstanding, end of year	132,500		$	0.79	2.5	$	326,350

Options exercisable, end of year	132,500		$	0.79	2.5	$	326,350


Number of Options	Vested	Exercise Price		Expiry Date
10,000	10,000	Cdn.$	0.25	October 12, 2006
20,000	20,000	Cdn.$	0.62	December 9, 2008
30,000	30,000	US $	0.48	December 9, 2008
30,000	30,000	Cdn.$	0.95	March 3, 2009
22,500	22,500	US $	0.71	March 3, 2009
20,000	20,000	US $	2.07	January 4, 2010

132,500	132,500


	2006⁽¹⁾	2005			2004
Risk free interest rate	N/A		4	%		2.75	%
Expected life of options	N/A		5 years			5 years
Expected volatility	N/A		56	%		85	%
Expected dividend yield	N/A		Nil			Nil
Weighted average estimated fair value per option issued	N/A	US$	1.07		Cdn.$	0.25


	2006			2005
Deferred tax assets
Inventory allowance	$	191,900		$	172,900
Allowance for bad debt, returns, and allowances		128,500			114,800
Other timing differences		237,500			125,500
Loss carry forward – United States		3,365,090			4,258,200
Loss carry forward - Canada		137,879			117,233

		4,060,869			4,788,633
Valuation allowance		(137,879	)		(477,233	)

		3,922,990			4,311,400
Deferred tax liability
Tax amortization of property, plant and equipment		(35,100	)		(2,300	)

Net deferred tax asset		3,887,890			4,309,100
Less current portion		(1,213,390	)		(1,040,800	)

Long-term portion	$	2,674,500		$	3,268,300


Year ended June 30,
2007	$	2,003,251
2008		2,249,395
2009		923,057
2010		1,230,135
2011-2022		2,584,174

Total	$	8,990,012


DAVIDSON & COMPANY LLP		Chartered Accountants		A Partnership of Incorporated Professionals


	Balance Beginning of Year		Additions						Deductions			Balance End of Year
	Balance Beginning of Year		Charged to Cost and Expense			Charged to Other Accounts			Deductions			Balance End of Year
June 30, 2006

Allowance for doubtful Accounts	$	175,000	$	18,381	⁽¹⁾				$	(5,381	)	$	188,000
Allowance for returns		130,000				$	1,735,694	⁽²⁾		(1,712,069	)		153,625

Total allowance for doubtful accounts and returns		305,000		18,381			1,735,694			(1,717,450	)		341,625
Allowance for inventory		459,495		146,188	⁽³⁾					(95,683	)		510,000

Total	$	764,495	$	164,569		$	1,735,694		$	(1,813,133	)	$	851,625

June 30, 2005

Allowance for doubtful accounts	$	168,000	$	16,477	⁽¹⁾				$	(9,477	)	$	175,000
Allowance for returns		90,000				$	1,149,838	⁽²⁾		(1,109,838	)		130,000

Total allowance for doubtful accounts and returns		258,000		16,477			1,149,838			(1,119,315	)		305,000
Allowance for inventory		486,000		41,932	⁽³⁾					(68,437	)		459,495

Total	$	744,000	$	58,409		$	1,149,838		$	(1,187,752	)	$	764,495


For the year ended June 30	2006 ($)	2005 ($)	2004 ($)
Income Statement Data
Revenues	6,110,040	4,971,577	4,074,577
Income (loss) from operations	53,359	91,580	(42,387	)
Income (loss) before tax benefit and extraordinary items	2,018,040	1,710,687	863,121
Income before extraordinary items	1,596,830	2,237,787	4,124,171
Income for the year	1,596,830	2,237,787	6,076,734
Income per common share outstanding - basic and diluted:
Income before extraordinary item
Basic	0.37	0.53	1.01
Diluted	0.35	0.50	1.00
Income for the year
Basic	0.37	0.53	1.49
Diluted	0.35	0.50	1.48
Dividends	—	—	—

As at June 30
Balance Sheet Data
Total assets	8,969,222	7,316,946	6,095,950
Working capital	4,747,777	2,540,624	1,381,148
Long-term liabilities	—	—	688,139
Total liabilities	997,010	1,082,242	2,085,117
Capital stock	27,575,628	27,434,950	27,432,100
Stockholders’ equity	7,972,212	6,234,704	4,010,833


Cost of Sales:	Year Ended June 30, 2006		Year Ended June 30, 2005
Payroll and benefits	$	1,097,251	$	900,093
Raw materials and supplies		1,287,655		1,070,874
Allocations and other expenses		1,019,925		987,285

	$	3,404,831	$	2,958,252


General and Administrative:	Year Ended June 30, 2006			Year Ended June 30, 2005
Consulting/professional fees	$	290,561		$	234,788
Bad debts		18,376			16,902
Depreciation and amortization		41,610			29,135
License, taxes, and regulatory fees		65,125			59,193
Office, insurance, and supplies		342,663			174,603
Rental and utilities		349,972			332,677
Travel and entertainment		29,046			35,523
Wages and benefits		791,099			655,588
Allocated expenses		(827,723	)		(702,575	)

	$	1,100,729		$	835,834


Sales and Marketing:	Year Ended June 30, 2006		Year Ended June 30, 2005
Consulting fees	$	245,675	$	212,243
Depreciation and amortization		4,359		1,287
Office, insurance, and supplies		61,744		56,711
Promotion and advertising		395,030		280,505
Rental and utilities		5,562		1,993
Travel and entertainment		25,526		20,061
Wages and benefits		448,466		264,475
Allocated expenses		201,895		176,956

	$	1,388,257	$	1,014,231


Capital Shares
Authorized Common Shares:		100,000,000 common shares with no par value
Issued Common Shares:		4,488,215 common shares
Shares in escrow		None

Authorized Preference “A” Shares:		100,000,000 Preference “A” shares at par value Cdn.$10 each
Issued Preference “A” Shares:		None
Shares in escrow		None

Authorized Preference “B” Shares:		100,000,000 Preference “B” shares at par value Cdn.$50 each
Issued Preference “B” Shares:		None
Shares in escrow		None

Convertible Securities

None

Options


Number of Options	Vested	Exercise Price		Expiry Date
20,000	20,000	Cdn.$	0.62	December 9, 2008
25,000	25,000	US$	0.48	December 9, 2008
15,000	15,000	Cdn.$	0.95	March 3, 2009
20,000	20,000	US$	2.07	January 4, 2010

80,000	80,000


Date of Issue	Type of Issue	Number of Shares	Ave. Price Per Share		Total Gross Proceeds		Type of Consideration	Commissions Paid
July 18, 2005	Exercise of options	10,000	$	0.48	$	4,800	Cash	Nil
July 18, 2005	Exercise of options	7,500	$	0.71	$	5,325	Cash	Nil
February 17, 2006	Exercise of options	105,000	$	0.48	$	50,400	Cash	Nil
February 17, 2006	Exercise of options	60,000	$	0.54	$	32,286	Cash	Nil
February 17, 2006	Exercise of options	50,000	$	0.71	$	35,500	Cash	Nil
February 17, 2006	Exercise of options	15,000	$	0.82	$	12,367	Cash	Nil
Total		247,500	$	0.57	$	140,678


	For the Three Months Ending (Unaudited)
	June 30, 2006	Mar. 31, 2006	Dec. 31, 2005		Sep. 30, 2005	June 30, 2005	Mar. 31, 2005	Dec. 31, 2004		Sep. 30, 2004
	($)	($)	($)		($)	($)	($)	($)		($)
Income Statement Data
Total revenues	1,550,354	1,585,086	1,405,486		1,569,114	1,569,306	1,270,592	1,021,725		1,109,954
Operating income (loss) for the quarter	4,385	15,514	(46,613	)	80,073	57,246	32,812	(11,900	)	13,422
Income (loss) before tax benefit	490,328	513,808	485,696		528,208	541,533	440,790	361,901		366,463
Income for the period	655,266	314,689	297,399		329,476	1,515,118	272,206	210,153		240,310
Income per common share outstanding – basic and diluted
Net income per common share for the period
Basic	0.15	0.07	0.07		0.08	0.36	0.06	0.05		0.06
Diluted	0.14	0.07	0.07		0.07	0.34	0.06	0.05		0.05


Directors:		Officers:
Alfred W. Vitale		Alfred W. Vitale – President & Chief Executive Officer
William D. Baxter		Michael J. Pecora – Chief Financial Officer
Nick Bennett		William S. Harper – Secretary
Elizabeth J. Harrison