UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended March 31, 2009
 Commission File No. 001-32632
 UROPLASTY, INC.
  Minnesota
    
    41-1719250(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 5420 Feltl Road
Minnetonka, Minnesota 55413-2820
 (952) 426-6140
  Title of class
    
    Name of Exchange on which registeredCommon Stock, $.01 par value
    
    NYSE AlterNext (fka The American Stock Exchange)
 o þ
 o þ
 þ o
 o o
 þ
  Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o(Do not check if a smaller reporting company)
Smaller Reporting Company þ o þ




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Item 15. Exhibits and Financial Statement Schedules
   PAGEReport of Independent Registered Accounting Firm
    
    
    F-2Consolidated Balance Sheets
    
    
    F-3Consolidated Statement of Operations
    
    
    F-5Consolidated Statements of Shareholders Equity and Comprehensive Loss
    
    
    F-6Consolidated Statements of Cash Flows
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
   AdditionsBalance at
    
    charged to
    
    
    
    
    
    Effects of foreign
    
    Balance atbeginning of
    
    costs and
    
    Written off,
    
    currency
    
    end of fiscalfiscal year
    
    expenses
    
    less recoveries
    
    fluctuations
    
    yearAllowance for
doubtful accounts
and sales returnsFiscal year ended
March 31, 2009
    
    $
    82,000
    
    
    $
    341,000
    
    
    $
    (245,000
    )
    
    $
    (1,000
    )
    
    $
    177,000Fiscal year ended
March 31, 2008
    
    $
    7,000
    
    
    $
    146,000
    
    
    $
    (71,000
    )
    
    $
    
    
    
    $
    82,000Warranty reserveFiscal year ended
March 31, 2009
    
    $
    4,000
    
    
    $
    8,000
    
    
    $
    (10,000
    )
    
    $
    
    
    
    $
    2,000Fiscal year ended
March 31, 2008
    
    $
    26,000
    
    
    $
    12,000
    
    
    $
    (34,000
    )
    
    $
    
    
    
    $
    4,000
   Number
    
    Description3.1
    
    Restated Articles of Incorporation of Uroplasty, Inc. (Incorporated by reference to Exhibit
3.1 to Registrants Registration Statement on Form SB-2 filed October 18, 2007 (File No.
333-146787))3.2
    
    Amendment to Restated Articles of Incorporation of Uroplasty, Inc. (Incorporated by
reference to Exhibit 3.3 to Registrants Form 8-K filed dated October 25, 2006)




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Number
    
    Description4.1
    
    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 12G filed July
10, 1996)4.2
    
    Form of Warrant (Incorporated by reference to Exhibit 4.2 to Registrants Registration
Statement on Form SB-2 filed September 14, 2005 (File No. 333-128313))4.3
    
    Form of Selling Agents Warrant (Incorporated by reference to Exhibit 4.3 to Registrants
Form SB-2/A 1 filed November 27, 2006 (File No. 333-138267))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 filed July 10, 1996)10.2
    
    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
March 31, 2000 filed June 26, 2000)*10.3
    
    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
March 31, 2000, filed June 26, 2000)*10.4
    
    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 March 31, 2001, filed March 27, 2002)10.5
    
    2002 Employee Stock Option Plan (Incorporated by reference to the copy filed as Appendix B to
the Proxy Statement filed with the SEC on August 1, 2002)*10.6
    
    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 March 31, 2003, filed May 20, 2003)*10.7
    
    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 filed dated April 26, 2005)10.8
    
    Form of Warrant (Incorporated by reference to Exhibit 10.21 to Registrants Form 8-K filed
April 26, 2005)10.9
    
    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 From 8-K filed dated April 26, 2005)10.10
    
    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 filed November 14,
2005)*10.11
    
    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 filed
January 24, 2006)10.12
    
    Employment Agreement between Uroplasty, Inc. and David B. Kaysen dated May 17, 2006
(Incorporated by reference to Exhibit 10.30 to Registrants Form 10-KSB filed June 29, 2006)*10.13
    
    Form of Registration Rights Agreement dated as of August 7, 2006, by and among Uroplasty,
Inc., and the investors identified named therein (Incorporated by reference to Exhibit 10.34
to Registrants Form 8-K filed August 8, 2006)10.14
    
    Form of Warrant dated August 7, 2006 (Incorporated by reference to Exhibit 10.33 to
Registrants From 8-K filed August 8, 2006)10.15
    
    Form of Purchase Agreement, dated as of March 15, 2007, by and between Uroplasty, Inc. and
CystoMedix, Inc. (Incorporated by reference to Exhibit 10.36 to Registrants Form 8-K filed
March 20, 200710.16
    
    2006 Amended Stock and Incentive Plan (Incorporated by reference to the copy attached as
Appendix A to the Companys Definitive Proxy Statement filed on July 25, 2008)*10.17
    
    Business Loan Agreement and related Promissory Note dated September 3, 2008 with Venture
Bank (Incorporated by reference to Exhibit 10.23 to Registrants Form 8-K filed September 4,
2008)13.0
    
    Financial Statements (filed with the first filing of this Annual Report on Form 10-K on June
4, 2009)14.1
    
    Revised Code of Ethics titled Code of Business Conduct and Ethics for Directors, Officers and
Employees (Incorporated by reference to Exhibit 14.1 to Registrants Form 8-K filed April 12,
2007)21.0
    
    List of Subsidiaries (filed with the first filing of this Annual Report on Form 10-K on June
4, 2009)23.1
    
    Consent of Independent Registered
Public Accounting Firm  Grant Thornton LLP (filed with the first filing of this Annual Report on Form 10-K on June
4, 2009)
 
 *
    
    Management contract, compensation plan or arrangement




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Number
    
    Description31
    
    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




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SIGNATURES
  Dated: March 24, 2010
    UROPLASTY, INC.By
    /s/   David B. KaysenDavid B. KaysenPresident and Chief Executive Officer  Name
    
    Title / Capacity
    
    Date/s/ David B. Kaysen

David B. Kaysen
    
    President, Chief Executive Officer and
Director (Principal Executive Officer)
    
    March 24, 2010/s/ Mahedi A. Jiwani

Mahedi A. Jiwani
    
    Vice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer)
    
    March 24, 2010/s/ R. Patrick Maxwell

R. Patrick Maxwell
    
    Chairman of the Board of Directors
    
    March 24, 2010/s/ Thomas E. Jamison

Thomas E. Jamison
    
    Director
    
    March 24, 2010/s/ Lee A. Jones

Lee A. Jones
    
    Director
    
    March 24, 2010/s/ James P. Stauner

James P. Stauner
    
    Director
    
    March 24, 2010/s/ Sven A. Wehrwein

Sven A. Wehrwein
    
    Director
    
    March 24, 2010