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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 Annual
Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the Fiscal Year Ended March 31, 2006   Commission File No. 000-20989
 UROPLASTY, INC.
  Minnesota
(State or other jurisdiction of
incorporation or organization)
    
    41-1719250
(I.R.S. Employer
Identification No.)
 2718 Summer Street NE
Minneapolis, Minnesota 55413-2820
 (612) 378-1180
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TABLE OF CONTENTS  PART IITEM 1. DESCRIPTION OF BUSINESSITEM 2. DESCRIPTION OF PROPERTYITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONITEM 7. FINANCIAL STATEMENTSITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 8A. CONTROLS & PROCEDURESITEM 8B. OTHER INFORMATIONPART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 10. EXECUTIVE COMPENSATIONITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 13. EXHIBITS AND REPORTSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEmployment AgreeementBusiness Loan AgreementFinancial StatementsList of SubsidiariesConsent of Independent Registered Public Accouting FirmCertification by the CEO Pursuant to Section 302Certification by the CFO Pursuant to Section 302Certification by the CEO Pursuant to Section 906Certification by the CFO Pursuant to Section 906    Table of Contents  
  forward-looking statements,
   
 ITEM 1. DESCRIPTION OF BUSINESS
 Overview
   
    
    Macroplastique® Implants, a proprietary, implantable soft tissue bulking product is used
for the treatment of both male and female urinary incontinence. When Macroplastique is
injected into tissue around the urethra, it stabilizes and bulks tissues close to the
urethra, thereby providing the surrounding tissue with increased capability to control the
release of urine. Macroplastique is also used to treat vesicoureteral reflux,
predominately a pediatric condition in which urine flows backward from the bladder to the
kidney. Macroplastique has been sold, since 1991 in over 40 countries outside of the U.S.,
for urological indications. Our other proprietary, implantable soft tissue bulking agents
that we sell outside the United States include PTQ Implants for fecal incontinence, VOX
Implants for vocal cord rehabilitation and Bioplastique® Implants for dermal augmentation.
    
    I-Stop Mid-Urethral Sling is a biocompatible, polypropylene, tension-free sling for the
treatment of female urinary incontinence. We are the exclusive distributor of this product
in the United Kingdom and in the United States. In August 2005 this product received
premarket clearance for sale within the United States.
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
    
    The Urgent® PC neuromodulation system is a minimally invasive neuromodulation device
designed for office-based treatment of overactive bladder symptoms of urge incontinence,
urinary urgency and urinary frequency. Using percutaneous tibial nerve stimulation, the
product delivers an electrical pulse that travels to the sacral nerve plexus, a control
center for bladder function. In April 2005, we acquired the exclusive rights to
manufacture and distribute this product in the U.S., Canada and all countries recognizing
the CE mark. We received regulatory approvals for sale of this product in the United
States and Canada in October 2005, and in Europe in November 2005. Subsequently, we
launched the product for sale in those markets.
  
    
    Pursue regulatory approval in the U.S. for our Macroplastique;
    
    Expand our U.S. marketing and sales organization, using a combination of direct and independent reps;
    
    Conduct multi-center, prospective clinical trials for the Urgent PC;
    
    Expand distribution of our products outside of the U.S.; and
    
    Acquire or license complimentary products if appropriate opportunities arise.
   Voiding Dysfunctions
  The Problem of Urinary Incontinence
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Causes of Urinary Incontinence
   Types of Urinary Incontinence
  
    
    Stress Urinary Incontinence- Stress urinary incontinence, or SUI, refers to the
involuntary loss of urine due to an increase in intra-abdominal pressure from ordinary
physical activities, such as coughing, sneezing, laughing, straining or lifting. For the
majority of women with SUI (9 million of the 11 million in the U.S.), their incontinence is
caused by urethral hypermobility. Urethral hypermobility  abnormal movement of the bladder
neck and urethra  occurs when the anatomic supports for the bladder neck and urethra have
weakened. This anatomical change is often the result of childbirth. Stress urinary
incontinence can also be caused by intrinsic sphincter deficiency, or the inability of the
sphincter muscle to function properly. Intrinsic sphincter deficiency can be due to
congenital sphincter weakness or can result from deterioration of the urethral muscular wall
due to changes of aging or damage following trauma, spinal cord lesion or radiation therapy.
The National Association for Continence (NAFC) estimates up to 15% of female stress urinary
incontinence is a result of intrinsic sphincter deficiency. For many women, their SUI is a
combination of urethral hypermobility and ISD.
    
    Urge Incontinence- Urge incontinence refers to the involuntary loss of urine associated
with an abrupt, strong desire to urinate. Urge incontinence often occurs when neurological
problems cause the bladder to contract and empty with little or no warning.
    
    Overflow Incontinence- Overflow incontinence is associated with an over-distention of
the bladder. This can be the result of an under-active bladder or an obstruction in the
bladder or urethra.
    
    Mixed Incontinence- Mixed incontinence is the combination of both urge and stress
incontinence (and, in some cases, overflow). Clinicians estimate that 30% of women
suffering from stress urinary incontinence also exhibit symptoms of urge incontinence.
Since prostate enlargement often obstructs the urethra, older men often have urge
incontinence coupled with overflow incontinence.
 Management and Curative Treatment of Urinary Incontinence
  Management of Urinary Incontinence
 Absorbent Products
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Behavior Modification
 Occlusion and Compression Devices
 Urinary Catheters and Collection Devices
 Drug Therapy
 Curative Treatment of Urinary Incontinence
 Injectable Uretheral Tissue Bulking Agents
   Surgery
  Uroplasty Solutions for Urinary Incontinence
  Macroplastique® Implants
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I-Stop Sling
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The Problem of Overactive Bladder
   Treatment of Overactive Bladder Symptoms
 Drug Therapy.
 Biofeedback and Behavioral Modification
 Neuromodulation
   Uroplasty Solutions for Overactive Bladder
 Urgent® PC Neuromodulation System
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The Problem of Fecal Incontinence
   Treatment of Fecal Incontinence
  Uroplasty Solutions for Fecal Incontinence
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Other Uroplasty Products
   Marketing, Distribution and Sales
   Ò
   Manufacturing and Suppliers
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Competition
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Government Regulation
  United States
  
    
    fines, injunctions, and civil penalties;
    
    recall or seizure of products;
    
    operating restrictions, or total or partial suspension of production;
    
    denial of requests for 510(k) clearance or pre-market approval of new products;
    
    withdrawal of existing approvals; and
    
    criminal prosecution.
  510(k) Clearance.
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Pre-market Approval.
  Continuing FDA Regulation.
 
    
    Quality System Regulations, which require manufacturers to follow design, testing,
control, documentation and other quality assurance procedures during the manufacturing
process;
    
    labeling regulations, which govern product labels and labeling, prohibit the promotion
of products for unapproved or off-label uses and impose other restrictions on labeling
and promotional activities;
    
    medical device reporting regulations, which require that manufacturers report to the FDA
if their device may have caused or contributed to a death or serious injury or
malfunctioned in a way that would likely cause or contribute to a death or serous injury if
it were to recur;
    
    post-market surveillance activities monitor use of the products placed in the market place; and
    
    notices of correction or removal, and recall regulations.
 FDA Approval Status of Our Products.
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FDA Oversight of Manufacturing Operations.
 
    
    regulate our design and manufacturing processes and control them by the use of written procedures;
    
    investigate any deficiencies in our manufacturing process or in the products we produce;
    
    keep detailed records and maintain a corrective and preventative action plan; and
    
    allow the FDA to inspect our manufacturing facilities on a periodic basis to monitor our
compliance with Quality System Regulations.
  European Union and Other Regions
    Third-Party Reimbursement
   
    
    coding, which ensures uniform descriptions of procedures, diagnoses and medical
products;
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
    
    coverage, which is the payors policy describing the clinical circumstances under which
it will pay for a given treatment; and
    
    payment amount.
    Patents, Trademarks and Licenses
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Research and Development
  Product Liability
  Compliance with Environmental Laws
  Dependence on Major Customers
  Employees
  Incorporation and Current Subsidiaries
   Uroplasty BV
    
    Incorporated in The Netherlands, distributes the Urgent PC,
is the manufacturer of Macroplastique, Bioplastique, VOX
Implants, PTQ Implants and of all their accessories,.
Products are sold primarily through distributors.
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Uroplasty LTD
    
    Incorporated in the United Kingdom and acts as the sole
distributor of Urgent PC, Macroplastique, Bioplastique, PTQ
Implants, all of their accessories, and wound care products
in the United Kingdom and Ireland. Also distributes the
I-Stop in the United Kingdom. Products are sold primarily
through a direct sales organization.Bioplasty BV
    
    Incorporated in The Netherlands and is the distributor of
Bioplastique to subdistributors, and distributes wound care
products in The Netherlands. We plan to merge this
subsidiary with Uroplasty BV in fiscal 2007.
 RISK FACTORS
 Investing in our common stock involves a high degree of risk. You should carefully consider the
risk factors set forth below and all other information contained in this Annual Report on Form
10-KSB before purchasing our common stock. If the following risks actually occur, our business,
financial condition and results of operations could be seriously harmed, the price of our common
stock could decline and you could lose part or all of your investment.
 We continue to incur losses and may never reach profitability
 ®
 If we fail to receive or experience a significant delay in receiving regulatory approvals for sale
of our products, our ability to generate revenues will be limited and our business prospects may
suffer.
   We are primarily dependent on sales of one product and our business would suffer if sales of this
product decline.
  We are unable to predict how quickly or how broadly our products will be accepted by the market.
If demand for our products fails to develop as we expect, our revenues will decline or we may be
unable to increase our revenues and be profitable.
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Our products and facilities are subject to extensive regulation with which compliance is costly and
which exposes us to penalties for non-compliance. We may not be able to obtain required regulatory
approvals for our products in a cost-effective manner or at all, which could adversely affect our
business and results of operations.
  
    
    imposing fines and penalties on us;
    
    preventing us from manufacturing or selling our products;
    
    bringing civil or criminal charges against us;
    
    delaying the introduction of our new products into the market;
    
    enforcing operating restrictions;
    
    recalling or seizing our products; or
    
    withdrawing or denying approvals or clearances for our products.
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If third parties claim that we infringe upon their intellectual property rights, we may incur
liabilities and costs and may have to redesign or discontinue selling the affected product.
  
    
    be expensive and time consuming to defend;
    
    result in us being required to pay significant damages to third parties;
    
    cause us to cease making or selling products that incorporate the challenged intellectual property;
    
    require us to redesign, reengineer or rebrand our products, if feasible;
    
    require us to enter into royalty or licensing agreements in order to obtain the right to
use a third partys intellectual property, which agreements may not be available on terms
acceptable to us or at all;
    
    divert the attention of our management; or
    
    result in our customers or potential customers deferring or limiting their purchases or
use of the affected products until resolution of the litigation.
  If we are unable to adequately protect our intellectual property rights, we may not be able to
compete effectively and we may not be profitable.
   Product liability claims could adversely affect our business and results of operations.
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If we are not able to successfully scale-up production of our products, our sales and revenues will
suffer.
    The loss or interruption of materials from any of our key suppliers could slow down the manufacture
of our products, which would limit our ability to generate sales and revenues.
  If we are not able to maintain sufficient quality controls, approval of our products by the
European Union, the FDA or other relevant authorities could be delayed or denied and our sales and
revenues will suffer.
   If we are not able to increase our sales force and expand our distribution channels, our sales and
revenues will suffer.
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If we are not able to acquire or license other products, our business and future growth prospects
could suffer.
    
    
    we may be unable to integrate the acquired business successfully and realize anticipated
economic, operational and other benefits in a timely manner; and
    
    the acquisition may disrupt our ongoing business, distract our management and divert our
resources.
 The loss of our key customers could result in a material loss of revenues.
  Negative publicity regarding the use of silicone material in medical devices could harm our
business and result in a material decrease in revenues.
  The risks inherent in operating internationally and the risks of selling and shipping our products
and of purchasing our components and products internationally may adversely impact our net sales,
results of operations and financial condition.
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
    
    the imposition of additional U.S. and foreign governmental controls or regulations;
    
    the imposition of costly and lengthy new export licensing requirements;
    
    the imposition of U.S. and/or international sanctions against a country, company, person
or entity with whom the company does business that would restrict or prohibit continued
business with the sanctioned country, company, person or entity;
    
    political and economic instability;
    
    fluctuations in the value of the U.S. dollar relative to foreign currencies;
    
    a shortage of high-quality sales people and distributors;
    
    loss of any key personnel that possess proprietary knowledge, or who are otherwise
important to our success in certain international markets;
    
    changes in third-party reimbursement policies that may require some of the patients who
receive our products to directly absorb medical costs or that may necessitate the reduction
of the selling prices of our products;
    
    changes in duties and tariffs, license obligations and other non-tariff barriers to trade;
    
    the imposition of new trade restrictions;
    
    the imposition of restrictions on the activities of foreign agents, representatives and distributors;
    
    scrutiny of foreign tax authorities which could result in significant fines, penalties
and additional taxes being imposed on us;
    
    pricing pressure that we may experience internationally;
    
    laws and business practices favoring local companies;
    
    longer payment cycles;
    
    difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
    
    difficulties in enforcing or defending intellectual property rights; and
    
    exposure to different legal and political standards due to our conducting business in
approximately 40 countries.
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Fluctuations in foreign exchange rates could negatively impact our results of operations.
  If we are unable to continue to develop and market new products and technologies, we may experience
a decrease in demand for our products or our products could become obsolete, and our business would
suffer.
  The marketing of our products requires a significant amount of time and expense and we may not have
the resources to successfully market our products, which would adversely affect our business and
results of operations.
  The size and resources of our competitors may allow them to compete more effectively than we can,
which could adversely affect our potential profitability.
  We are dependent on the availability of third-party reimbursement for our revenues.
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If physicians do not recommend and endorse our products, our sales may decline or we may be unable
to increase our sales and profits.
  Our business strategy relies on assumptions about the market for our products, which, if incorrect,
would adversely affect our business prospects and profitability.
  Proposals to modify the health care system in the U.S. or other countries could affect the pricing
of our products. If we cannot sell our products at the prices we plan to, our margins and
profitability could be adversely affected.
   If our information systems fail or if we experience an interruption in their operation, our
business and results of operations could be adversely affected.
  
    
    earthquake, fire, flood and other natural disasters;
    
    terrorist attacks and attacks by computer viruses or hackers; and
    
    power loss or computer systems, Internet, telecommunications or data network failure.
  If we lose the services of our chief executive officer or other key personnel, we may not be able
to manage our operations and meet our strategic objectives.
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We will require additional financing in the future which may not be available to us when required,
or may be available only on unfavorable terms.
  
    
    the timing and cost associated with obtaining FDA approval of Macroplastique;
    
    the timing and cost involved in manufacturing scale-up and in expanding our sales,
marketing and distribution capabilities in the U.S. market;
    
    the cost and effectiveness of our marketing and sales efforts with respect to our
existing products in international markets;
    
    the effect of competing technologies and market and regulatory developments; and
    
    the cost involved in protecting our proprietary rights.
  You may be unable to sell your investment.
   Our stock price may fluctuate and be volatile.
  
    
    variations in our quarterly financial results;
    
    developments regarding FDA approval of Macroplastique;
    
    market acceptance of our products;
    
    the success of our efforts to acquire or license additional products;
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
    
    announcements of new products or technologies by us or our competitors;
    
    developments regarding our patents and proprietary rights or those of our competitors;
    
    developments in U.S. or international reimbursement systems;
    
    changes in accounting standards, policies, guidance or interpretations;
    
    sales of substantial amounts of our stock by existing shareholders; and
    
    general economic conditions.
  Future sales of our common stock in the public market could lower our share price.
    We will be exposed to risks relating to evaluations of controls required by Section 404 of the
Sarbanes-Oxley Act.
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Changes in accounting standards regarding stock option plans could limit the desirability of
granting stock options, which could harm our ability to attract and retain employees, and would
also negatively impact our results of operations.
 Share-Based Payments
   Our corporate documents and Minnesota law contain provisions that could discourage, delay or
prevent a change in control of our company.
   We do not intend to declare dividends on our stock in the foreseeable future.
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ITEM 2. DESCRIPTION OF PROPERTY
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 Market Information
   Fiscal Quarters
    
    Low
    
    
    HighFirst Quarter
    
    $
    3.91
    
    
    $
    4.90Second Quarter
    
    
    2.60
    
    
    
    5.80Third Quarter
    
    
    2.60
    
    
    
    3.80Fourth Quarter
    
    
    2.30
    
    
    
    3.14
  Securities Authorized for Issuance Under Equity Compensation Plans
 Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to
    
    Weighted-Average
    
    Equity Compensationbe Issued Upon Exercise
    
    Exercise Price of
    
    Plans (Excludingof Outstanding Options,
    
    Outstanding Options,
    
    Securities ReflectedWarrants and Rights
    
    Warrants and Rights
    
    in the First Column)Equity Compensation
Plans Approved by
Security Holders
    
    
    624,993
    
    
    $
    3.25
    
    
    
    39,100
    (2)Equity Compensation
Plans Not Approved
by Security Holders
(1)
    
    
    1,363,334
    
    
    $
    4.07
    
    
    
    10,431Total
    
    
    1,988,327
    
    
    $
    3.81
    
    
    
    49,531
 
 (1)
    
    The following is a brief description of the various equity compensation plans not
approved by our stockholders.Our 1995 Stock Option Plan provides for the grant only of non-qualified stock options to
our employees, directors, non-employees and consultants. At March 31, 2006, 340,000
unexercised options were outstanding, and we have not granted additional options
subsequently under this plan. This plan was terminated on May 3, 2006 and no new option
grants may be awarded from this plan.We have also granted options from outside of our 1995 Stock Option Plan. In January
2005, we granted options to acquire 400,000 and 100,000 shares of our common stock at an
exercise price of $5.19 per share, respectively, to Sam B. Humphries, our former
President and Chief Executive Officer, pursuant to an employment agreement, and Daniel
G. Holman, our former Chairman, for his service as a member of the Board, pursuant to an
employment and consulting agreement. The options for both executives are fully
vested and have a term of 10 years. In April 2003, we entered into a consulting
agreement with Executive Advisory Group (EAG) for general business advisory services
and assistance. Mr. Humphries is President of EAG. We granted EAG a five-year option
to purchase up to 50,000 shares of our Common Stock, exercisable at $2.80 per share. In
April 2003, we entered into a consulting agreement with C.C.R.I. Corporation for
investor relations services and issued five-year warrants to purchase 100,000 of our
shares. Half of these warrants are exercisable at $3.00 per share and the other half
are exercisable at $5.00 per share. In November 2005, we granted options to acquire
100,000 shares of our common stock at an exercise price of $3.00 per share to Mahedi A.
Jiwani, our Chief Financial Officer, pursuant to an employment agreement. These options
are fully vested and have a term of 10 years. In May 2006, we granted options to
acquire 300,000 shares of our common stock (of which 100,000 are vested as of May 31,
2006) at an exercise price of $2.50 per share to David B. Kaysen, our President and
Chief Executive Officer, pursuant to an employment agreement. These options have a term
of 10 years. In addition, we have outstanding an aggregate of 850,000 stock options (of
which 778,665 are vested as of May 31, 2006) to our directors and executive officers for
their services, generally exercisable for five years from the date of grant at exercise
prices ranging between $1.10 and $10.50.(2)
    
    All option plans previously approved by our shareholders were terminated, and no new
option grants may be awarded from those plans, upon adoption on May 3, 2006 of our 2006
Stock and Incentive Plan at a special meeting of our shareholders. As of May 31, 2006,
1,162,000 securities remain available for future issuance under our 2006 plan. 28




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ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
  Overview
   
    
    Pursue regulatory approval in the U.S. for our Macroplastique products.
    
    Expand our U.S. marketing and sales organization, using a combination of direct and independent reps;
    
    Conduct multi-center, prospective clinical trials for the Urgent PC;
    
    Expand distribution of our products outside of the U.S.; and
    
    Acquire or license complimentary products if appropriate opportunities arise.
   Critical Accounting Policies
  Revenue Recognition
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Accounts Receivable
 Inventories
 Foreign Currency Translation/Transactions
 Impairment of Long-Lived Assets
 Stock Based Compensation and Accelerated Vesting. Accounting for Stock Issued to Employees
 Share-Based Payment 123(R) Accounting for Stock-Based Compensation
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Income Taxes.
   Results of Operations
 Net Sales
 Gross Profit
 General and Administrative Expenses
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Research and Development Expenses
 Selling and Marketing Expenses
 Other Income (Expense)
   Income Tax Expense  
 Liquidity and Capital Resources
 Cash Flows
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Sources of Liquidity.
  Commitments and Contingencies.
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Payments Due by PeriodFiscal
    
    
    Fiscal
    
    
    Fiscal2008 and
    
    
    2010 and
    
    
    2012 andTotal
    
    
    Fiscal 2007
    
    
    2009
    
    
    2011
    
    
    thereafterMinimum royalty payments
    
    $
    318,333
    
    
    $
    124,833
    
    
    $
    108,000
    
    
    $
    85,500
    
    
    $
    Minimum purchase agreement
    
    
    6,676,416
    
    
    
    735,283
    
    
    
    2,016,715
    
    
    
    3,924,418
    
    
    
    Notes payable
    
    
    655,665
    
    
    
    92,087
    
    
    
    187,212
    
    
    
    102,468
    
    
    
    273,898Operating lease commitments
    
    
    1,445,492
    
    
    
    327,768
    
    
    
    394,824
    
    
    
    285,773
    
    
    
    437,127Total contractual obligations
    
    $
    9,095,906
    
    
    $
    1,279,971
    
    
    $
    2,706,751
    
    
    $
    4,398,159
    
    
    $
    711,025
 Recent Accounting Pronouncements
 Statement of Financial Accounting Standards 154, Accounting Changes and Error Corrections  Accounting Changes and Error Corrections Accounting Changes Reporting Accounting
Changes in Interim Financial Statements
 Statement of Financial Accounting Standards Inventory Costs
 Inventory Costs, An Amendment of Accounting Research
Bulletin No. 43, Chapter 4, Inventories
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Statement of Financial Accounting Standards Share-Based Payment
 Share-Based Payment Accounting for Stock-Based Compensation, Accounting for Stock
Issued to Employees.
 Financial Accounting Standards Board Interpretation No. 47
 Accounting for Asset Retirement Obligations
 
 ITEM 7. FINANCIAL STATEMENTS
  
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A. CONTROLS & PROCEDURES
 Disclosure Controls and Procedures
 Internal Control Matters
  
    
    A significant deficiency is defined as a control deficiency, or combination of
deficiencies, that adversely affects a companys ability to initiate, authorize, record,
process or report external financial data reliably in accordance with
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generally accepted
accounting principles such that there is more than a remote likelihood that a misstatement
of the companys financial statements that is more than inconsequential will not be
prevented or detected.
    
    A material weakness is a significant deficiency, or combination of significant
deficiencies, that result in more than a remote likelihood that a material misstatement of
the financial statements will not be prevented or detected.
    
 ITEM 8B. OTHER INFORMATION
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
  
 ITEM 10. EXECUTIVE COMPENSATION
  
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 13. EXHIBITS AND REPORTS
  Number
    
    Description2.1
    
    First Amended Joint Plan of Reorganization (Modified) dated
January 31, 1994 (Incorporated by reference to Exhibit 8.1 to
Registrants Registration Statement on Form 10SB)3.1
    
    Articles of Incorporation of Uroplasty, Inc. (Incorporated by
reference to Exhibit 2.1 to Registrants Registration
Statement on Form 10SB)3.2
    
    Bylaws of Uroplasty, Inc. (Incorporated by reference to
Exhibit 2.2 to Registrants Registration Statement on Form
10SB)4.1
    
    Form of Stock Certificate representing shares of our Common
Stock (Incorporated by reference to Exhibit 3.1 to
Registrants Registration Statement on Form 10SB)4.2
    
    Form of Warrant (Incorporated by reference to Exhibit 4.2 to
Registrants Registration Statement on Form SB-2, Registration
No. 333-128313)10.1
    
    Settlement Agreement and Release dated November 30, 1993 by
and between Bioplasty, Inc., Bio-Manufacturing, Inc.,
Uroplasty, Inc., Arthur A. Beisang, Arthur A. Beisang III, MD
and Robert A. Ersek, MD (Incorporated by reference to Exhibit
6.1 to Registrants Registration Statement on Form 10SB)10.2
    
    Purchase and Sale Agreement dated December 1, 1995 by and
among Bio-Vascular, Inc., Bioplasty, Inc., and Uroplasty, Inc.
(Incorporated by reference to Exhibit 6.2 to Registrants
Registration Statement on Form 10SB)10.3
    
    License Agreement dated December 1, 1995 by and between
Bio-Vascular, Inc. and Uroplasty, Inc. (Incorporated by
reference to Exhibit 6.3 to Registrants Registration
Statement on Form 10SB)10.4
    
    Lease Agreement dated January 10, 1995 between Summer Business
Center Partnership and Uroplasty, Inc. (Incorporated by
reference to Exhibit 6.4 to Registrants Registration
Statement on Form 10SB)10.5
    
    Unsecured $640,000 Promissory Note dated March 30, 1994 by and
between Bioplasty, Inc., Uroplasty, Inc. and Bioplasty Product
Claimants Trust (Incorporated by reference to Exhibit 6.5 to
Registrants Registration
 37




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##### Table of Contents



Number
    
    DescriptionStatement on Form 10SB)10.6
    
    Agreement and Satisfaction dated January 30, 1995 by and
between Bioplasty Product Claimants Trust and Bioplasty, Inc.
(Incorporated by reference to Exhibit 6.6 to Registrants
Registration Statement on Form 10SB)10.7
    
    Asset Sale and Satisfaction of Debt Agreement dated June 23,
1995 by and between Bioplasty, Inc. and Uroplasty, Inc.
(Incorporated by reference to Exhibit 6.7 to Registrants
Registration Statement on Form 10SB)10.8
    
    Executory Contract Assumption Stipulation dated December 28,
1993 by and between Bioplasty, Inc., Uroplasty, Inc., and
Collagen Corporation (Incorporated by reference to Exhibit 6.8
to Registrants Registration Statement on Form 10SB)10.9
    
    Settlement and License Agreement dated July 23, 1992 by and
between Collagen Corporation, Bioplasty, Inc., and Uroplasty,
Inc. (Incorporated by reference to Exhibit 6.9 to Registrants
Registration Statement on Form 10SB)10.10
    
    Employment Agreement between Uroplasty, Inc. and Christopher
Harris dated December 7, 1999. (Incorporated by reference to
Exhibit 10.11 to Registrants Form 10-KSB for the year ended
03-31-2000.)10.11
    
    Employment Agreement between Uroplasty, Inc. and Susan Holman
dated December 7, 1999. (Incorporated by reference to Exhibit
10.13 to Registrants Form 10-KSB for the year ended
03-31-2000.)10.12
    
    Employment Agreement between Uroplasty, Inc. and Larry
Heinemann dated December 7, 1999. (Incorporated by reference
to Exhibit 10.14 to Registrants Form 10-KSB for the year
ended 03-31-2000.)10.13
    
    Agreement, dated October 14, 1998, by and between Uroplasty,
Inc. and Samir M. Henalla (pertaining to Macroplastique
Implantation System). (Incorporated by reference to Exhibit
10.15 to Registrants Form 10-KSB/A for the year ended
03-31-2001)10.14
    
    Employment Agreement between Uroplasty, Inc. and Mr. Marc
Herregraven dated November 15, 2002. (Incorporated by
reference to Exhibit 10.15 to Registrants Form 10-KSB for the
year ended 03-31-2003)10.15
    
    Consulting Agreement between Uroplasty, Inc. and CCRI
Corporation dated April 1, 2003. (Incorporated by reference to
Exhibit 10.18 to Registrants Form 10-KSB for the year ended
03-31-2003)10.16
    
    Form of Manufacturing and Distribution Agreement with CL
Medical SAS (Incorporated by reference to Exhibit 10.19 to
Registrants Form 10-QSB for the period ended September 30,
2004)10.17
    
    Employment Agreement between Uroplasty, Inc. and Sam B.
Humphries dated January 1, 2005 (Incorporated by reference to
Exhibit 10.1 to Registrants Form 10-QSB for the period ended
December 31, 2004)10.18
    
    Employment and Consulting Agreement between Uroplasty, Inc.
and Daniel G. Holman dated January 1, 2005 (Incorporated by
reference to Exhibit 10.2 to Registrants Form 10-QSB for the
period ended December 31, 2004)10.19
    
    Exclusive Manufacturing and Distribution Agreement, dated as
of April 18, 2005, by and between Uroplasty, Inc. and
CystoMedix, Inc. (Incorporated by reference to Exhibit 10.19
to Registrants Form 8-K dated April 18, 2005)10.20
    
    Form of Securities Purchase Agreement, dated as of April 21,
2005, by and among Uroplasty, Inc., and the investors
identified on the signature pages thereto (Incorporated by
reference to Exhibit 10.20 to Registrants Form 8-K dated
April 21, 2005)10.21
    
    Form of Warrant (Incorporated by reference to Exhibit 10.21 to
Registrants Form 8-K dated April 21, 2005)10.22
    
    Form of Registration Rights Agreement dated as of April 21,
2005, by and among Uroplasty, Inc., and the investors named
therein (Incorporated by reference to Exhibit 10.22 to
Registrants Form 8-K dated April 21, 2005)10.23
    
    Business Loan Agreement and related Promissory Note dated
March 24, 2005 with Venture Bank (Incorporated by reference to
Exhibit 10.26 to Registrants Form 10-KSB for the year ended
March 31, 2005)
 38




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##### Table of Contents



Number
    
    Description10.24
    
    Employment Agreement between Uroplasty, Inc. and Mahedi A.
Jiwani dated November 14, 2005 (Incorporated by reference to
Exhibit 10.24 to Registrants Form 10-QSB for the period ended
September 30, 2005)10.25
    
    Lease Agreement between Uroplasty, Inc. and Liberty Property
Limited Partnership dated January 20, 2006 (Incorporated by
reference to Exhibit 10.25 to Registrants Form 8-K dated
January 24, 2006)10.26
    
    Form of Distribution Agreement between Uroplasty, Inc. and CL
Medical SARL, dated February 15, 2006 (Incorporated by
reference to Exhibit 10.26 to Registrants Form SB-2/A dated
February 21, 200610.27
    
    Letter Agreement between Daniel G. Holman and Uroplasty, Inc.,
amending terms of Employment Agreement dated January 1, 2005
(Incorporated by reference to Exhibit 10.26 to Registrants
Form 8-K dated March 27, 2006)10.28
    
    Letter Agreement pursuant to separation arrangements between
Sam B. Humphries and Uroplasty, Inc., dated April 26, 2006
(Incorporated by reference to Exhibit 10.28 to Registrants
Amendment No. 1 to Form SB-2 dated April 27, 2006).10.29
    
    Letter Agreement between Uroplasty, Inc. and Daniel G. Holman
dated April 26, 2006 (Incorporated by reference to Exhibit
10.29 to Registrants Amendment No. 1 to Form SB-2 dated April
27, 2006).
  Number
    
    Description10.30
    
    Employment Agreement between Uroplasty, Inc. and David B.
Kaysen dated May 17, 2006.10.31
    
    Business Loan Agreement and related Promissory Note dated May
31, 2006 with Venture Bank13
    
    Financial Statements21.0
    
    List of Subsidiaries23.1
    
    Consent of Independent Registered Public Accounting Firm 
McGladrey & Pullen, LLP31
    
    Certifications by the CEO and CFO pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232
    
    Certifications by the CEO and CFO pursuant to 18 USC Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  39




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##### Table of Contents



SIGNATURES
  Dated: June 29, 2006
    
    UROPLASTY, INC.By
    
    /s/ David B. KaysenDavid B. KaysenPresident and Chief Executive Officer
  Name
    
    Title / Capacity
    
    Date/s/ David B. Kaysen
    
    President, Chief Executive
Officer and DirectorDavid B. Kaysen
    
    (Principal Executive Officer)
    
    June 29, 2006/s/ Mahedi A. Jiwani
    
    Vice President, Chief Financial OfficerMahedi A. Jiwani
    
    and Treasurer
(Principal Financial and
Accounting Officer)
    
    June 29, 2006/s/ Arie J. KooleArie J. Koole
    
    Controller
    
    June 29, 2006/s/ Sam B. HumphriesSam B. Humphries
    
    Director
    
    June 29, 2006/s/ Joel R. PitlorJoel R. Pitlor
    
    Director
    
    June 29, 2006/s/ R. Patrick MaxwellR. Patrick Maxwell
    
    Director
    
    June 29, 2006/s/ Thomas E. JamisonThomas E. Jamison
    
    Director
    
    June 29, 2006
 40