##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-KSB/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, 2005 Commission File No. 000-20989 UROPLASTY, INC.  Minnesota, U.S.A.
    
    41-1719250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 2718 Summer Street NE
Minneapolis, Minnesota 55413-2820
(Address of principal executive offices) (612) 378-1180
(Issuers telephone number, including area code) Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par value (Title of class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES þ          NO o Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Companys knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. þ Issuers revenues for its most recent fiscal year: $6,657,726 The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was
sold or the average bid and asked prices of such stock as of June 1, 2005 was $18,023,072. The number of shares outstanding of the issuers only class of common stock on June 1, 2005 was 6,846,739. Documents Incorporated By Reference: None. Transitional Small Business Disclosure Format: YES o          NO þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o          NO þ   -1-




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EXPLANATORY NOTE This amendment to our Form
10-KSB for the fiscal year ended March 31, 2005 is being filed
to amend Part III of the Form 10-KSB initially filed with
the SEC on June 29, 2005, solely to include the information
called for by Items 9, 10, 11,12 and 14 of Part III. No
other information in the initially filed Form 10-KSB is amended hereby. In addition, this amendment contains currently-dated certifications
from our Chief Executive Officer and Chief Financial Officer, as
required by Section 302 of the Sarbanes-Oxley Act of 2002. Except for the foregoing
amended information, this Form 10-KSB/A does not modify or update other disclosures
contained in the
initially filed Form 10-KSB. -2-




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PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT  
 Management The following table sets forth the name, age and position of each of our executive officers and
directors: Name
    
    Age
    
    PositionDaniel G. Holman
    
    
    59
    
    
    Chairman and CFOSam B. Humphries
    
    
    63
    
    
    President, CEO and DirectorJoel R. Pitlor
    
    
    66
    
    
    DirectorR. Patrick Maxwell
    
    
    61
    
    
    DirectorThomas E. Jamison
    
    
    45
    
    
    DirectorSusan Hartjes Holman
    
    
    51
    
    
    COO and SecretaryLarry Heinemann
    
    
    52
    
    
    Vice President Sales & MarketingArie J. Koole
    
    
    41
    
    
    Controller
Managing Director Dutch subsidiariesMarc M. Herregraven
    
    
    40
    
    
    Vice President of Manufacturing
 Daniel G. Holmanhas served as Chairman of our Board since February 1994 and as our Chief Financial
Officer since February 2001. He served as our President and Chief Executive Officer From February
1994 to December 2004, and as our Chief Financial Officer from June 1996 to November 1999. He was
Executive Vice President of Bioplasty, Inc. (our former parent) from 1973 to 1985, its President
from 1985 to 1987, and Secretary from 1986 to March 1992. Mr. Holman was Chairman of the Board of
Bioplasty, Inc. from March 1992, and President and CEO from February 1993 to December 2001. He
served as Chairman of the Board and Chief Executive Officer of Bio-Vascular, Inc. from June 1988 to
September 1991 and served as a director of Genetic Laboratories Wound Care, Inc. from February 1988
until July 1993, and as Vice President from February 1988 through November 1992. Mr. Holman holds
a B.A. in Biology from St. Cloud State University. Sam B. Humphrieshas served as our President and Chief Executive Officer since January 2005 and as
a director since April 2003. He has more than 25 years of healthcare and medical device industry
experience. Most recently, he was a founding partner of Ascent Medical Technology Fund L.P., a
venture capital fund. Prior to that, Mr. Humphries was President and Chief Executive Officer of
American Medical Systems, Inc., where he was an investor and part of a leveraged buy out group
(spin-off) from Pfizer. Before joining AMS, Mr. Humphries was President and Chief Executive
Officer of Optical Sensors, Inc., a medical start-up company he guided from start-up through its
initial public offering. Prior to OSI, Mr. Humphries was with AMS during its formative years where
he first served as Vice President of World Wide Sales and Marketing and then as President and Chief
Executive Officer. Earlier, he served in several management positions with the Medical Systems
Group of General Electric Company. Mr. Humphries has also served as a director of numerous private
and public companies, including as director of Health Industry Manufacturers Association (HIMA, now
AdvaMed), Inlet Medical, Inc., Universal Hospital Services, Inc. and the Ascent Medical Technology
Fund. Joel R. Pitlorbecame a director of our company in February 1994. He served as a director of
Bioplasty, Inc. from January 1989 until May 1996. For over sixteen years, he has been the owner
and manager of a management consulting firm. Mr. Pitlor is presently a director of Precision
Optics Corporation, which is publicly held. Mr. Pitlor holds a B.S. from MIT and serves as
personal advisor to several CEOs. R. Patrick Maxwellbecame a director of our company in April 1994. Mr. Maxwell has over 30 years
of experience as a turn around management specialist, an entrepreneur and executive in both the
business and non-profit sectors. Mr. Maxwell is cofounder and a director of Telnet Services
Limited of Auckland, New Zealand since September 1995, cofounder and Chief Financial Officer of
Tele Resources, Inc. since October 1996 and Chief Financial Officer of Magnum Tire Corporation


since March 2003. Mr. Maxwell has served on numerous boards of directors of both business and
charitable organizations. He has a B.A. in philosophy from St. Johns University and a J.D. from
Northwestern University School of Law. Thomas E. Jamisonbecame a director of our company in August 2000. Mr. Jamison is a shareholder of
Fruth, Jamison & Elsass, P.A., a business litigation firm in Minneapolis, Minnesota. From 1996 to
1999, Mr. Jamison served as an investment banker in the Corporate Finance Department of R.J.
Steichen & Company. From 1991 to 1996, Mr. Jamison practiced law at Fruth & Anthony, P.A. in
Minneapolis. Mr. Jamison graduated magna cum laude from William Mitchell College of Law in 1991. -3-




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Susan Hartjes Holmanhas served as our Chief Operating Officer since November 2002 and as Secretary
since September 1996. She served as our Vice President of Operations and Regulatory Affairs from
November 1994 to October 2002. She joined Bioplasty, Inc. in September 1991 as Director of
Operations and served as Vice President of Operations and Regulatory Affairs from April 1993 until
May 1996. Ms. Holman was Director of Operations at Bio-Vascular, Inc. in St. Paul, Minnesota from
November 1989 to September 1991. Prior to that time, she served at various other pharmaceutical
and medical device companies in management positions in manufacturing, quality assurance, and
research. Ms. Holman has B.A. degrees in Biology-Microbiology and Biomedical Science from St.
Cloud State University, and has done graduate work in the biological sciences. Ms. Holman is a
Senior Member and a Certified Quality Auditor of the American Society for Quality, has served
several years on its Executive Committee and subcommittees, and is a member of the Regulatory
Affairs Professionals Society and its Ethics Task Force, and the Henrici Society for
Microbiologists. She has served on several national and international scientific and regulatory
committees, and is a cofounder for the Biomedical Focus Conference and the Biomedical Consortium,
Minneapolis, Minnesota. Larry Heinemannjoined us in September 1998 as Director of Sales for North and South America. In
July 1999, Mr. Heinemann was promoted to Vice President of Sales and Marketing and in August 2001,
he was appointed as Vice President of Marketing & Corporate Development. In August 2003, he was
again appointed to his current position as our Vice President of Sales and Marketing. From January
1996 to September 1998, he was employed by the Bard Medical Division in the positions of Territory
Manager and Sales Training. From May 1987 to January 1996, Mr. Heinemann was employed by the Bard
Urological Division in various positions of Sales Consulting and Training Management. Prior to
that time, Mr. Heinemann was employed by surgical device divisions of Squibb and Sterling Drug in
various sales management positions. Mr. Heinemann holds a B.S. in marketing and personnel
management from the School of Business of Eastern Illinois University. He is a member of the
Society of Urological Nursing Association, and served on the Board as an Industry Liaison for the
Upper Midwest Chapter. Arie J. Koolejoined Bioplasty B.V. in May 1993 as Financial Manager in The Netherlands. Since
January 2000, he has been the Managing Director of our subsidiaries in The Netherlands. In June
1996, Mr. Koole was appointed as Director of Finance and in January 2000, Mr. Koole was appointed
as our Controller. From 1987 to 1993, Mr. Koole was a financial auditor with the international
accounting firm Deloitte & Touche in The Netherlands. Mr. Koole has a bachelors degree in Business
Economics. Marc M. Herregravenhas served as our Vice President of Manufacturing since November 2002. He
joined Bioplasty, Inc. in April 1992 as Plant Manager, and became Director of Manufacturing in 1994
and Director of Operations in 1999. Previously, he served with Advanced Bio-Surfaces, Inc., a
Minnesota-based medical device developer, as Director of Manufacturing, and with Bio-Vascular,
Inc., a Minnesota-based medical device manufacturer, in an engineering function. Mr. Herregraven
has a B.S. in Mechanical Engineering and has been a member of the American Society for Quality
since 1996. Mr. Holman and Ms. Hartjes Holman became husband and wife in 1999. Board Composition Our board of directors currently consists of five directors and is divided into three classes. The
members of each class serve for a three-year term. At each annual meeting of shareholders, a class
of directors will be elected for a three-year term. -4-




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Corporate Governance Compensation Committee The members of our Compensation Committee are Messrs. Pitlor, Maxwell and Jamison. The function of
the Compensation Committee is to set the compensation for officers, to set the terms of and grants
of awards under our stock option plans and to act on other matters relating to compensation as the
committee deems appropriate. Audit Committee The members of our Audit Committee are Messrs. Maxwell and Jamison. The Audit Committee assists
the board by reviewing the integrity of our financial reporting processes and systems of internal
controls, the qualifications, independence and performance of our independent registered public accounting firm and our
compliance with certain legal and regulatory requirements. Our Audit Committee has the sole
authority to retain, compensate, oversee and terminate our independent registered public accounting firm. The Audit
Committee reviews our annual audited consolidated financial statements, quarterly consolidated financial statements and
filings with the SEC. The Audit Committee reviews reports on various matters, including our
critical accounting policies, significant changes in our selection or application of accounting
principles and our internal control processes. The Audit Committee also pre-approves all audit and
non-audit services performed by our independent registered public accounting firm. Our board of directors has determined that both members of the Audit Committee are independent
directors under SEC rules. In fiscal 2004, our board of directors determined that neither of the
Audit Committee members satisfied the SEC requirements of an audit committee financial expert.
Upon reconsideration, however, our board of directors has determined that Mr. Maxwell qualifies as
an audit committee financial expert under the rules of the SEC. Board Nominations We have no standing nominating committee or specific policies or procedures for nomination of board
candidates. If the board determines to seek additional candidates in the future, it may create a
nominating committee. The board expects that it, or any nominating committee, would identify and
qualify new candidates for directors based primarily on the following criteria:  
    
    judgment, character, expertise, skills and knowledge useful to the oversight of our business;
    
    diversity of viewpoints, backgrounds, experiences and other demographics;  
    
    business or other relevant experience; and
    
    the extent to which the interplay of the candidates expertise, skills, knowledge
and experience with that of other directors will build a board of directors that is
effective, collegial and responsive to our needs. If the board considers additional director candidates in the future, the board intends to consider
the entirety of each candidates credentials and does not have any specific minimum qualifications
that must be met in order for a candidate to be recommended as a nominee. However, the board does
believe that all its members should have (i) the highest character and integrity, (ii) sound
business judgment and an inquiring mind as well as expertise that adds to the composition of the
board of directors, (iii) professional experience, education and interest in, and capacity for
understanding the complexities of, our operations, (iv) a reputation for working constructively
with others, (v) sufficient time to devote to board of directors matters and (vi) no conflict of
interest that would interfere with performance as a director. Code of Ethics We have adopted a Code of Ethics that applies to all of our directors, officers and employees,
including our Chief Executive Officer, Chief Financial Officer, Controller and other finance
organization employees. The Code of Ethics is publicly available as an exhibit to our Annual
Report on Form 10-KSB for the year ended March 31, 2004. Section 16(a) Beneficial Ownership Reporting Compliance
   -5-




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ITEM 10. EXECUTIVE COMPENSATION  Executive Compensation The following table sets forth, in summary form, the compensation earned in fiscal years 2005, 2004
and 2003 by our current and former Chief Executive Officer and each of the other four most highly
compensated executive officers (whom we refer to collectively as the named executive officers). Summary Compensation Table Long TermAnnual Compensation
    
    Compensation AwardsFiscal
    
    
    
    
    
    
    
    
    
    Securities UnderlyingName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Options (#)Sam B. Humphries(1)
    
    
    2005
    
    
    
    50,558
    
    
    
    29,875
    
    
    
    400,000President and CEODaniel G. Holman(2)
    
    
    2005
    
    
    
    224,019
    
    
    
    
    
    
    
    100,000Chairman and CFO
    
    
    2004
    
    
    
    212,192
    
    
    
    
    
    
    
    2003
    
    
    
    201,183
    
    
    
    
    
    
    
    50,000Susan Hartjes Holman
    
    
    2005
    
    
    
    153,692
    
    
    
    
    
    
    
    75,000COO
    
    
    2004
    
    
    
    145,754
    
    
    
    
    
    
    
    2003
    
    
    
    136,754
    
    
    
    
    
    
    
    40,000Arie J. Koole
    
    
    2005
    
    
    
    137,219
    
    
    
    
    
    
    
    50,000Controller
    
    
    2004
    
    
    
    120,546
    
    
    
    
    
    
    
    Managing Director Dutch subsidiaries
    
    
    2003
    
    
    
    87,441
    
    
    
    
    
    
    
    40,000Christopher Harris(3)
    
    
    2005
    
    
    
    131,921
    
    
    
    
    
    
    
    50,000Former VP Research & Development
    
    
    2004
    
    
    
    108,374
    
    
    
    
    
    
    
    Managing Director UK subsidiary
    
    
    2003
    
    
    
    87,370
    
    
    
    
    
    
    
    40,000Larry Heinemann
    
    
    2005
    
    
    
    106,346
    
    
    
    17,960
    
    
    
    75,000VP Sales & Marketing
    
    
    2004
    
    
    
    91,692
    
    
    
    15,500
    
    
    
    2003
    
    
    
    88,050
    
    
    
    1,400
    
    
    
    40,000
 
 (1) Effective January 1, 2005, Mr. Humphries was appointed our President and Chief Executive
Officer.(2) Mr. Holman resigned as our President and Chief Executive Officer effective January 1, 2005.
Mr. Holman continues to serve as a director and as Chief Financial Officer.(3) We terminated the services of Mr. Harris after the end of fiscal 2005. Option Grants in Fiscal 2005 The following table sets forth information concerning option grants granted to each of the named
executive officers during fiscal year 2005. The outstanding options listed below may be exercised
only upon the vesting of the options. Mr. Humphries options vest in one-quarter installments over
a three-year period beginning in January 2005. Mr. Holmans options vested 50% in January 2005 and
will vest 25% in each of January 2006 and 2007. The options granted to each of the other named
executive officers vest 50% on each of December 21, 2005 and 2006. Option Grants in Fiscal 2005 Individual GrantsNumber of
    
    Percentage ofSecurities
    
    Total OptionsUnderlying
    
    Granted toOptions
    
    Employees in
    
    Exercise Price
    
    ExpirationName
    
    Granted
    
    Fiscal 2005
    
    ($/Unit)
    
    DateSam B. Humphries
    
    
    400,000
    
    
    
    44.57
    %
    
    $
    5.19
    
    
    
    01/01/2015Daniel G. Holman
    
    
    100,000
    
    
    
    11.14
    %
    
    $
    5.19
    
    
    
    01/01/2015Susan Hartjes Holman
    
    
    75,000
    
    
    
    8.36
    %
    
    $
    5.30
    
    
    
    12/21/2009Arie J. Koole
    
    
    50,000
    
    
    
    5.57
    %
    
    $
    5.30
    
    
    
    12/21/2009Christopher Harris
    
    
    50,000
    
    
    
    5.57
    %
    
    $
    5.30
    
    
    
    12/21/2009Larry Heinemann

    
    
    75,000
    
    
    
    8.36
    %
    
    $
    5.30
    
    
    
    12/21/2009
 -6-




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Option Exercises in Fiscal 2005 and Fiscal Year-End Option Values

None of our named executive officers exercised stock options during fiscal 2005. The following
table sets forth the number of shares of common stock subject to options and the value of those
options held by each of the named executive officers as of March 31, 2005. The table assumes a per
share price of $3.95, which was the closing bid price on March 31, 2005.

Number of Securities Underlying
    
    Value of UnexercisedUnexercised
    
    In-the-MoneyOptions at Fiscal Year End (#)
    
    Options at Fiscal Year End ($)Shares
    
    ValueAcquired
    
    RealizedName
    
    on Exercise
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    
    UnexercisableSam B. Humphries
    
    
    
    
    
    
    
    
    
    
    168,000
    
    
    
    312,000
    
    
    $
    88,100
    
    
    $
    20,400Daniel G. Holman
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    70,000
    
    
    $
    132,000
    
    
    $
    57,000Susan Hartjes Holman
    
    
    
    
    
    
    
    
    
    
    71,500
    
    
    
    53,500
    
    
    $
    83,900
    
    
    $
    45,600Arie J. Koole
    
    
    
    
    
    
    
    
    
    
    55,666
    
    
    
    41,000
    
    
    $
    78,732
    
    
    $
    45,600Christopher Harris
    
    
    
    
    
    
    
    
    
    
    55,666
    
    
    
    41,000
    
    
    $
    78,732
    
    
    $
    45,600Larry Heinemann
    
    
    
    
    
    
    
    
    
    
    68,166
    
    
    
    53,500
    
    
    $
    78,732
    
    
    $
    45,600


Employment Agreements

Effective January 1, 2005, Sam B. Humphries became our President and Chief Executive Officer under
a written employment agreement with us. This agreement provides Mr. Humphries with an annual base
salary of $239,000, subject to annual review. Mr. Humphries is entitled to receive quarterly cash
bonuses, ranging from 30% to 60% of his base salary, based on achieving quarterly net sales goals
set by our board. In addition, Mr. Humphries is entitled to receive quarterly cash bonuses,
ranging


from 20% to 40% of his base salary, based on achieving quarterly operating income (loss) goals set
by our board. We also granted him options to acquire 400,000 shares of our common stock at an
exercise price of $5.19 per share. The options will vest contingent upon Mr. Humphries continued
employment in one-quarter installments over a three-year period, beginning on the effective date of
his agreement. The options will fully vest upon a change in control of our company.

The employment agreement with Mr. Humphries has a one-year term, unless terminated earlier, and
will continue to automatically renew on a year-to-year basis. The agreement provides that upon
termination of the agreement by us for good cause (as defined in the agreement), we will pay him
only the base salary accrued but unpaid through the date of termination. However, if we terminate
Mr. Humphries employment because we fail to achieve 100% of the budgeted targets for both net
sales and operating income(loss) for five consecutive fiscal quarters, we must pay him an amount
equal to 50% of his base salary in effect at the time of termination. If the agreement is
terminated (i) without good cause by us, (ii) at the end of the term without renewal, (iii)
voluntarily by Mr. Humphries as a result of us imposing material and adverse changes to his
principal duties without his consent or (iv) voluntarily by Mr. Humphries after we move our
principal executive office more than 100 miles from its current location without his consent, then
Mr. Humphries will be entitled to receive an amount equal to 160% of his base salary in effect at
the time of termination as well as any base salary accrued but unpaid through the date of
termination. The agreement also contains non-competition and non-solicitation provisions, which
apply during the term of the agreement and for one year thereafter.

Effective January 1, 2005, we entered into an employment and consulting agreement with Daniel G.
Holman. Mr. Holman will serve as Chairman of our Board during the first year of the agreement and
as a part-time consultant with the continuing title of Chairman during the second year of the
agreement. He also serves as our Chief Financial Officer. Mr. Holmans agreement provides Mr.
Holman with a base salary of $239,000 per year during the first year of the agreement, and a
consulting fee of $100,000 per year during the second year of the agreement. We also granted him
options to purchase 100,000 shares of our common stock at an exercise price equal to $5.19 per
share. The options vested 50% on the effective date of his agreement and will vest 25% on each of
the first and second anniversaries of the agreement. The options will fully vest upon a change in
control of our company.

The employment and consulting agreement with Mr. Holman provides that upon termination of the
agreement by us for good cause (as defined in the agreement), we will pay him only his base
salary or consulting fees accrued but unpaid through the date of termination. If the agreement is
terminated (i) without good cause by us, (ii) voluntarily by Mr. Holman as a result of us imposing
material and adverse changes to his principal duties without his consent or (iii) voluntarily by
Mr. Holman after we move our principal executive office more than 100 miles from its current
location without his consent, then we must pay Mr. Holman any base salary or consulting fees
accrued but unpaid through the date of termination, plus an amount equal to the sum of his annual
base salary and consulting fees payable during the balance of the term of this agreement as if the
agreement had not been terminated. This agreement also contains non-competition and
non-solicitation provisions, which apply during the term of the agreement and one year thereafter.

We also have employment agreements with each of Susan Hartjes Holman and Larry Heinemann. The
employment agreement of each executive specifies a base salary subject to annual adjustment by
mutual agreement of the employee and us, and a severance payment to the employee upon employment
termination without cause as defined. Any severance amounts payable under the agreement are
limited to the employees base salary for not less than four months and not longer than twelve
months after employment termination, depending on the employees years of service.
Contemporaneously with the execution of their employment agreements, each of these executives
executed an Employee Confidentiality, Inventions, Non-Solicitation and Non-Compete Agreement, under
which the executive agreed not to disclose confidential information, to assign to us without charge
all intellectual property relating to our business which is created or conceived during

-7-



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the term of employment, to not encourage employees to leave our employment for any reason and to not compete
with us during the term of employment and for a period of eighteen months thereafter. Also, in
connection with the execution of these agreements, we granted these executives varying amounts of
stock options to purchase our common stock at the fair market value at date of grant of $7.50 per
share. All of these options have lapsed without exercise.

Stock Option Plans

2002 Stock Option Plan

Our 2002 Stock Option Plan provides for the grant of incentive stock options (options that qualify
for special tax treatment under Section 422 of the Internal Revenue Code) and non-qualified stock
options. Incentive stock options may be granted only

to our employees, including employees of any of our subsidiaries. Non-qualified stock options may
be granted to our employees, directors, non-employees or consultants. A total of 650,000 shares of
our common stock are available under the plan. As of the date hereof, 16,900 shares remain
available for grant. The plan will terminate in July 2007, unless terminated earlier by our board.

Options granted pursuant to the 2002 Stock Option Plan are exercisable, if vested, during a term
ending not more than five years from the date of grant. The board may determine at the time of
grant whether the entire amount of the options can be exercised at one time or in successive
stages. However, upon our change of control, all options vest. The price of the shares subject to
the options can be not less than 100% of the fair market value of our common stock on the date of
grant. For an employee who already owns more than 10% of our common stock, the exercise price must
be at least 110% of the fair market value on the date of grant. We receive no consideration from
the key employees to whom we grant options except insofar as certain provisions of the options
relating to non-transfer and exercise encourage employees to remain in our employ.




    
    increasing the total number of shares of common stock issuable under the plan to
990,000 shares from 650,000 shares;
    
    extending the last date on which we can grant options under the plan to July 31, 2010;
    
    allowing the grant of incentive stock options with exercise terms of up to 10 years but
only to individuals who do not own 10% or more of our common stock on the date of grant;
    
    giving complete discretion to our Compensation Committee to set the grant terms and
conditions for the exercise of options after an employee terminates employment with us,
becomes disabled or dies; and
    
    changing the definition of a change of control of our company.


1997 Stock Option Plan

Our 1997 Stock Option Plan terminated in 2003, except as to the 70,859 of options granted under the
plan before it lapsed. The Plan provided for the grant of incentive stock options (options that
qualify for special tax treatment under Section 422 of the Internal Revenue Code) and non-qualified
stock options. Incentive stock options may be granted only to our employees, including employees
of any of our subsidiaries. Non-qualified stock options may be granted to our employees,
directors, non-employees or consultants.

1995 Stock Option Plan

Our 1995 Stock Option Plan provides for the grant only of non-qualified stock options. These stock
options may be granted to our employees, directors, non-employees and consultants. A total of
449,998 shares of common stock have been reserved under the plan. As of the date hereof, 45,431
shares remain available for grant.

Federal Income Tax Consequences of the Operation of the Stock Option Plans

Options granted under the 2002 Plan are intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code. If an optionee purchases shares upon exercise of an
incentive option and does not dispose of them before the end of the required holding period, the
optionee will recognize gain or loss only upon the ultimate disposition of the shares (except to
the extent that the optionee is subject in the year of option exercise to the alternative minimum
tax provided for by Sections 56 through 58 of the Internal Revenue Code). Assuming the shares
constitute capital assets in the optionees hands, this recognized gain or loss will be treated as
long-term capital gain or loss. In this situation, we will not be entitled to a deduction in
connection with the issuance or exercise of the options.

Director Compensation

Non-employee board members receive $500 per board meeting and $500 per Audit Committee meeting
attended. In addition, directors participate in our stock option plan. As of July 8, 2005,
Messrs. Pitlor and Maxwell each hold options to purchase 100,000 shares of common stock and Mr.
Jamison holds options to purchase 120,000 shares of common stock. The exercise price of the
options range from $1.10 to $6.75 per share. We pay no additional remuneration to Messrs.
Humphries or Holman for serving as directors.

-8-



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##### 



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Percent ofNumber of Shares
    
    Common StockName of Beneficial Owner
    
    Beneficially Owned
    
    OutstandingSF Capital Partners Ltd. (1)
    
    
    1,000,000
    
    
    
    14.6
    %Bruce Mindich, M.D. (2)
    
    
    841,927
    
    
    
    12.3
    %Bonanza Master Fund, Ltd.(3)
    
    
    571,428
    
    
    
    8.3
    %Heartland Advisors, Inc. (4)
    
    
    500,000
    
    
    
    7.3
    %Daniel G. Holman (5)
    
    
    524,899
    
    
    
    7.4
    %Susan Hartjes Holman (6)
    
    
    524,899
    
    
    
    7.4
    %R. Patrick Maxwell (7)
    
    
    112,584
    
    
    
    1.6
    %Joel R. Pitlor (8)
    
    
    117,667
    
    
    
    1.7
    %Sam B. Humphries (9)
    
    
    168,000
    
    
    
    2.4
    %Thomas E. Jamison (10)
    
    
    89,100
    
    
    
    1.3
    %Larry Heinemann (11)
    
    
    80,916
    
    
    
    1.2
    %Arie J. Koole (12)
    
    
    65,332
    
    
    
    *All directors and executive officers as
group (13)
    
    
    1,214,498
    
    
    
    15.9
    %





|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   |  | Represents beneficial ownership of less than one percent of our common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(1) |  | The address of SF Capital Partners Ltd. is c/o Stark Offshore Management, LLC, 3600
South Lake Drive, St. Francis, Wisconsin 53235. Excludes 500,000 shares issuable upon the
exercise of warrants. The warrants are exercisable immediately and expire in April 2010.
However, such warrants are subject to exercise caps that preclude the holder thereof from
utilizing its exercise rights to the extent that it would beneficially own in excess of 4.9%
and 9.9% of our outstanding common stock, giving effect to such exercise. The holder may
waive the 4.9% ownership cap but such waiver will not be effective until the 61st day after
delivery thereof. As a result, the holder is not deemed to be a beneficial owner of the
shares underlying the warrants as of July 8, 2005.

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | Michael A. Roth and Brian J. Stark are the managing members of Stark Offshore Management, LLC,
which acts as investment manager and has sole power to direct the management of SF Capital
Partners. Through Stark Offshore Management, Messrs. Roth and Stark possess voting and
dispositive power over the shares held by SF Capital Partners and therefore may be deemed to
be beneficial owners of the shares. Messrs. Roth and Stark disclaim such beneficial
ownership based on Schedule 13G filed May 3, 2005.                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) |  | Dr. Mindichs address is c/o Hearts Plus Management Corporation, 200 Route 17 North,
Paramus, New Jersey 07652. Of the shares listed, 541,665 shares are beneficially owned by the
Mindich Family Limited Liability Company, the General Member of which is Dr. Mindich.
Excludes 183,332 shares issuable upon exercise of warrants that are not currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(3) |  | The address of Bonanza Master Fund, Ltd. is 300 Crescent Court, Suite 1740, Dallas,
Texas 75201. Excludes 285,714 shares issuable upon the exercise of warrants. The warrants
are exercisable immediately and expire in April 2010. However, such warrants are subject to
exercise caps that preclude the holder thereof from utilizing its exercise rights to the
extent that it would beneficially own in excess of 4.9% and 9.9% of our outstanding common
stock, giving effect to such exercise. The holder may waive the 4.9% ownership cap but such
waiver will not be effective until the 61st day after delivery thereof. As a result, the
holder is not deemed to be a beneficial owner of the shares underlying the warrants as of July
8, 2005. Bonanza Master Fund, Ltd. and Bonanza Capital, Ltd. have shared voting and
investment power over the shares. Based on Schedule 13G filed May 2, 2005.
|   
|(4) |  | The address of Heartland Advisors is 789 North Water Street, Milwaukee, Wisconsin
53202. Heartland Advisors and William J. Nasgovitz, President and a principal shareholder of
Heartland Advisors, may be deemed to have shared voting and investment power over the shares.
Each disclaims beneficial ownership over the shares. Based on Schedule 13G/A filed April 8,
2005. Excludes 50,000 shares issuable upon exercise of warrants that are not currently
exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | Includes 120,000 shares that Mr. Holman may acquire upon exercise of options and
warrants that are exercisable within 60 days of July 8, 2005. Includes 119,915 shares
beneficially owned by Mr. Holmans spouse, Susan Hartjes Holman, as to which shares Mr. Holman
disclaims beneficial ownership. Excludes 66,665 shares issuable upon exercise of warrants
that are not currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(6) |  | Includes 79,500 shares that Ms. Holman may acquire upon exercise of options and
warrants that are exercisable within 60 days of July 8, 2005. Includes 404,984 shares
beneficially owned by Ms. Holmans spouse, Daniel G. Holman, as to which shares Ms. Holman
disclaims beneficial ownership. Excludes 1,783 shares issuable upon exercise of warrants that
are not currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(7) |  | Mr. Maxwells address is 2444 Byrnes Road, Minnetonka, Minnesota 55305. Includes
69,000 shares that Mr. Maxwell may acquire upon exercise of options and warrants that are
exercisable within 60 days of July 8, 2005. Excludes 10,050 shares issuable upon exercise of
warrants that are not currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|     |  |                                                                                                                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8)  |  | Mr. Pitlors address is 237 Moody Street, Waltham, Massachusetts 02453. Includes
69,000 shares that Mr. Pitlor may acquire upon exercise of options that are exercisable within
60 days of July 8, 2005.                                                                 
|    
|(9)  |  | Includes 168,000 shares that Mr. Humphries may acquire upon exercise of options that
are exercisable within 60 days of July 8, 2005. Of the shares listed, 50,000 shares are
beneficially owned by the Executive Advisory Group, the President of which is Mr. Humphries.
|    
|(10) |  | Mr. Jamisons address is 3902 IDS Center, 80 South Eighth Street, Minneapolis,
Minnesota 55402. Includes 89,000 shares that Mr. Jamison may acquire upon exercise of options
that are exercisable within 60 days of July 8, 2005.                                        
|    

|     |  |                                                                                                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) |  | Includes 76,166 shares that Mr. Heinemann may acquire upon exercise of options and
warrants that are exercisable within 60 days of July 8, 2005. Excludes 1,250 shares issuable
upon exercise of warrants that are not currently exercisable.                         
|    
|(12) |  | Mr. Kooles address is Hofkamp 2, 6161 DC Geleen, The Netherlands. Includes 63,666
shares that Mr. Koole may acquire upon exercise of options that are exercisable within 60 days
of July 8, 2005.                                                                    
|    
|(13) |  | Includes 785,332 shares that our directors and executive officers may acquire upon
exercise of options and warrants that are exercisable within 60 days of July 8, 2005.
Excludes 79,748 shares issuable upon exercise of warrants that are not currently exercisable.

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##### 



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



In January 2002, we entered into a consulting agreement with Joel R. Pitlor, one of our directors,
for management consulting services. Compensation under the agreement was $2,000 per month. The
agreement was terminated as of June 30, 2005.

In April 2003, we entered into a consulting agreement with Executive Advisory Group (EAG) for
general management advice and guidance as well as strategic and tactical planning services. Sam B.
Humphries, our President and Chief Executive Officer, is President of EAG. We initially paid EAG
$4,000 per month for Mr. Humphries services, but increased the monthly fee to $6,000 in connection
with the increased use of Mr. Humphries time. We have also granted EAG a five-year option to
purchase up to 50,000 shares of our common stock, exercisable at $2.80 per share. The agreement
was terminated on January 1, 2005.

On April 18, 2005, we entered into an exclusive manufacturing and distribution agreement with
CystoMedix. Sam B. Humphries, our President and Chief Executive Officer, is a former director and
consultant of CystoMedix. In connection with his former service to CystoMedix (which terminated
prior to negotiations of this agreement), he received 200,000 options to purchase CystoMedix common
stock.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits incorporated by reference.

Number
    
    Description2.1
    
    First Amended Joint Plan of Reorganization (Modified) of the
Company dated January 31, 1994 (Filed as Exhibit 8.1 to Form
10-SB)3.1
    
    Articles of Incorporation of Uroplasty, Inc. (Filed as Exhibit
2.1 to Form 10-SB)3.2
    
    Bylaws of Uroplasty, Inc. (Filed as Exhibit 2.2 to Form 10-SB)4.1
    
    Form of Stock Certificate of the Company representing shares of
the Companys Common Stock (Filed as Exhibit 3.1 to Form 10-SB)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 (Filed as Exhibit 6.1 to Form 10-SB)10.2
    
    Purchase and Sale Agreement dated December 1, 1995 by and among
Bio-Vascular, Inc., Bioplasty, Inc., and Uroplasty, Inc. (Filed
as Exhibit 6.2 to Form 10-SB)10.3
    
    License Agreement dated December 1, 1995 by and between
Bio-Vascular, Inc. and Uroplasty, Inc. (Filed as Exhibit 6.3 to
Form 10-SB)10.4
    
    Lease Agreement dated January 10, 1995 between Summer Business
Center Partnership and Uroplasty, Inc. (Filed as Exhibit 6.4 to
Form 10-SB)10.5
    
    Unsecured $640,000 Promissory Note dated March 30, 1994 by and
between Bioplasty, Inc., Uroplasty, Inc. and Bioplasty Product
Claimants Trust (Filed as Exhibit 6.5 to Form 10-SB)10.6
    
    Agreement and Satisfaction dated January 30, 1995 by and between
Bioplasty Product Claimants Trust and Bioplasty, Inc. (Filed as
Exhibit 6.6 to Form 10-SB)10.7
    
    Asset Sale and Satisfaction of Debt Agreement dated June 23,
1995 by and between Bioplasty, Inc. and Uroplasty, Inc. (Filed
as Exhibit 6.7 to Form 10-SB)10.8
    
    Executory Contract Assumption Stipulation dated December 28,
1993 by and between Bioplasty, Inc., Uroplasty, Inc., and
Collagen Corporation (Filed as Exhibit 6.8 to Form 10-SB)10.9
    
    Settlement and License Agreement dated July 23, 1992 by and
between Collagen Corporation, Bioplasty, Inc., and Uroplasty,
Inc. (Filed as Exhibit 6.9 to Form 10-SB)10.10
    
    Employment Agreement between Uroplasty, Inc. and Daniel G.
Holman dated December 7, 1999. (Filed as Exhibit 10.10 to Form
10-KSB/03-31-2000.)


-10-



---



##### 



Number
    
    Description10.11
    
    Employment Agreement between Uroplasty, Inc. and Christopher
Harris dated December 7, 1999. (Filed as Exhibit 10.11 to Form
10-KSB/03-31-2000.)10.12
    
    Employment Agreement between Uroplasty, Inc. and Susan Holman
dated December 7, 1999. (Filed as Exhibit 10.13 to Form
10-KSB/03-31-2000.)10.13
    
    Employment Agreement between Uroplasty, Inc. and Larry Heinemann
dated December 7, 1999. (Filed as Exhibit 10.14 to Form
10-KSB/03-31-2000.)10.14
    
    Agreement, dated October 14, 1998, by and between Uroplasty,
Inc. and Samir M. Henalla (pertaining to Macroplastique
Implantation System). (Filed as Exhibit 10.15 to Form 10-KSB/A
/03-31-2001)10.15
    
    Employment Agreement between Uroplasty, Inc. and Mr. Marc
Herregraven dated November 15, 2002. (Filed as Exhibit 10.15 to
Form 10-KSB/03-31-2003)10.16
    
    Consulting Agreement between Uroplasty, Inc. and Executive
Advisory Group dated April 1, 2003. (Filed as Exhibit 10.16 to
Form 10-KSB/03-31-2003)10.17
    
    Stock Option Agreement between Uroplasty, Inc. and Executive
Advisory Group dated April 1, 2003. (Filed as Exhibit 10.17 to
Form 10-KSB/03-31-2003)10.18
    
    Consulting Agreement between Uroplasty, Inc. and CCRI
Corporation dated April 1, 2003. (Filed as Exhibit 10.18 to Form
10-KSB/03-31-2003)10.19
    
    Manufacturing and Distribution Agreement with CL Medical SAS
dated September 2, 2004 (Filed as Exhibit 10.19 to Form
10-QSB/09-30-2004)10.20
    
    Employment Agreement with Sam B. Humphries dated January 1, 2005
(Filed as Exhibit 10.1 to Form 10-QSB/12-31-2004)10.21
    
    Employment and Consulting Agreement with Daniel G. Holman dated
January 1, 2005 (Filed as Exhibit 10.2 to Form
10-QSB/12-31-2004)10.22
    
    Exclusive Manufacturing and Distribution Agreement with
Cystomedix, Inc. dated April 18, 2005 (Filed as Exhibit 10.19 to
Form 8-K/04-18-2005)10.23
    
    (Form of) Securities Purchase Agreement dated April 21, 2005
(Filed as Exhibit 10.20 to Form 8-K/04-26-2005)10.24
    
    (Form of) Warrant (Filed as Exhibit 10.21 to Form 8-K/04-26-2005)10.25
    
    (Form of) Registration Rights Agreement dated April 21, 2005
(Filed as Exhibit 10.22 to Form 8-K/04-26-2005)16
    
    Letter re Change in Certifying
Accountant, dated July 29, 2004 (Filed as Exhibit 16 to Form
10-KSB/03-31-2004)


(b) The following exhibits are filed as part of this report:

Number
    
    Description10.26*
    
    Business Loan Agreement and related Promissory Note dated March
24, 2005 with Venture Bank13*
    
    Financial Statements21*
    
    Subsidiaries of the Company23.1*
    
    Consent of Independent Registered Public Accounting Firm 
McGladrey & Pullen, LLP23.2*
    
    Consent of Independent Registered Public Accounting Firm  KPMG 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





|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|* |  | Previously filed with the original Form 10-KSB for the
fiscal year ended March 31, 2005.

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##### 



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Fees Incurred by the Company




2005
    
    
    2004Audit Fees (KPMG) (1)
    
    $
    7,000
    
    
    $
    105,500Audit-Related Fees (2)
    
    
    
    
    
    
    20,000Tax Fees (3)
    
    
    
    
    
    
    9,000Audit Fees (McGladrey) (1)
    
    
    147,243
    
    
    
    Audit Related Fees (2)
    
    
    9,645
    
    
    
    





|    |  |                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Audit fees consist of fees for professional services rendered for the audit of the
consolidated financial statements and the review of the consolidated financial statements
included in our quarterly reports and services normally provided by the independent
registered public accounting firm in connection with statutory and regulatory filings or
engagements.
|   
|(2) |  | Audit-related fees are principally for professional services rendered for technical
accounting consulting and research and in fiscal year 2005 related to the potential
acquisition and related licensing arrangements entered into by the Company.                                                                                                                   
|   
|(3) |  | Tax services fees consist of compliance fees for the preparation of original and
amended tax returns, claims for refunds and tax payment planning services for tax
compliance, tax planning and tax advice.                                                                                                                                                           



-12-



---



##### 



SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 3, 2005
    
    UROPLASTY, INC.By
    
    /s/ Sam B. HumphriesSam B. HumphriesPresident and Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
    
    Title / Capacity
    
    Date/s/ Sam B. Humphries
    
    President, Chief Executive Officer and
    
    August 3, 2005Sam B. Humphries
    
    Director (Principal Executive Officer)/s/ Daniel G. Holman
    
    Chief Financial Officer and
    
    August 3, 2005Daniel G. Holman
    
    Director (Principal Financial and
Accounting Officer)/s/ Joel R. Pitlor
    
    Director
    
    August 3, 2005Joel R. Pitlor/s/ R. Patrick Maxwell
    
    Director
    
    August 3, 2005R. Patrick Maxwell/s/ Thomas E. Jamison
    
    Director
    
    August 3, 2005Thomas E. Jamison


-13-