UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
PECO II, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
705221208
(CUSIP Number)
December 31, 2009
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 705221208 SCHEDULE 13G Page 2 of 8
1 Name of Reporting Person ROI Capital Management,
Inc.
IRS Identification No. of Above Person 68-
0269547
2 Check the Appropriate Box if a Member of a Group
(see instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
Number of shares beneficially owned by each reporting person
with:
5 Sole Voting Power 199,362
6 Shared Voting Power -0-
7 Sole Dispositive Power 199,362
8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
199,362
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
6.7%
12 Type of Reporting Person (see instructions)
CO
CUSIP No. 705221208 SCHEDULE 13G Page 3 of 8
1 Name of Reporting Person Mark T. Boyer
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(see instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
Number of shares beneficially owned by each reporting person
with:
5 Sole Voting Power 199,362
6 Shared Voting Power -0-
7 Sole Dispositive Power 199,362
8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
199,362
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
6.7%
12 Type of Reporting Person (see instructions)
IN
CUSIP No. 705221208 SCHEDULE 13G Page 4 of 8
1 Name of Reporting Person Mitchell J. Soboleski
IRS Identification No. of Above Person
2 Check the Appropriate Box if a Member of a Group
(see instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
United States
Number of shares beneficially owned by each reporting person
with:
5 Sole Voting Power 199,362
6 Shared Voting Power -0-
7 Sole Dispositive Power 199,362
8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
199,362
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions) [ ]
11 Percent of Class Represented by Amount in Row (9)
6.7%
12 Type of Reporting Person (see instructions)
IN
CUSIP No. 705221208 SCHEDULE 13G Page 5 of 8
Item 1(a). Name of Issuer.
PECO II, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
1376 State Route 598, Galion, OH 44833
Item 2(a). Names of Persons Filing.
Mitchell J. Soboleski, Mark T. Boyer and ROI Capital
Management, Inc.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Mitchell Soboleski, Mark T. Boyer
and ROI Capital Management, Inc. is 300 Drakes Landing Road,
Suite 175, GreenBrae, CA 94904.
Item 2(c). Citizenship.
Mitchell J. Soboleski and Mark T. Boyer are United States
citizens. ROI Capital Management, Inc. is a California
corporation.
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
705221208
Item 3. Type of Reporting Person.
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
CUSIP No. 705221208 SCHEDULE 13G Page 6 of 8
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E); for ROI Capital Management, Inc. only
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G); For Mitchell
Soboleski, Mark T. Boyer only.
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(K) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of pages
two (2), three (3), and four (4) of this Schedule G, which
Items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].
CUSIP No. 705221208 SCHEDULE 13G Page 7 of 8
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person.
ROI Capital Management, Inc. is deemed to be the
beneficial owner of the number of securities reflected in
Items 5-9 and 11 of page two (2) of this Schedule 13G
pursuant to separate arrangements whereby it acts as
investment adviser to certain persons. Each person for whom
ROI Capital Management, Inc. acts as investment adviser has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock purchased or held pursuant to such arrangements.
Mitchell J. Soboleski & Mark T. Boyer are deemed to be the
beneficial owners of the number of securities reflected in
Items 5-9 and 11 on pages three (3) and four (4) of this
Schedule 13G pursuant to their ownership interest in ROI
Capital Management, Inc.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, each of the undersigned certify that, to
the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such
purposes or effect.
CUSIP No. 705221208 SCHEDULE 13G Page 8 of 8
Signature
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: February 11, 2010
MARK T. BOYER
/s/ Mark T. Boyer
________________________
Mark T. Boyer
MITCHELL J. SOBOLESKI
/s/ Mitchell J. Soboleski
________________________
Mitchell J. Soboleski
ROI CAPITAL MANAGEMENT, INC.
/s/ Mitchell J. Soboleski
________________________
By: Mitchell J. Soboleski
Its: Secretary