##### Table of Contents



UNITED
STATESSECURITIES 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, 2006
 Commission File No. 000-20989
 UROPLASTY, INC.
  Minnesota
    
    41-1719250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 2718 Summer Street NE
Minneapolis, Minnesota 55413-2820
 (612) 378-1180
 
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EXPLANATORY NOTE
   -2-




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TABLE OF CONTENTS  PART 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 AMD MANAGEMENTITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSITEM 13. EXHIBITSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESCertification by the CEO and CFO Pursuant to Section 302    Table of Contents  
 PART III
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
 Management
  Name
    
    Age
    
    PositionR. Patrick Maxwell
    
    
    62
    
    
    ChairmanDavid B. Kaysen
    
    
    57
    
    
    President, Chief Executive Officer and DirectorSam B. Humphries
    
    
    64
    
    
    DirectorJoel R. Pitlor
    
    
    67
    
    
    DirectorThomas E. Jamison
    
    
    46
    
    
    DirectorMahedi A. Jiwani
    
    
    57
    
    
    Vice President, Chief Financial Officer and
TreasurerSusan Hartjes Holman
    
    
    53
    
    
    Chief Operating Officer and SecretaryLarry Heinemann
    
    
    54
    
    
    Vice President Sales & MarketingArie J. Koole
    
    
    42
    
    
    Controller
Managing Director Dutch subsidiariesMarc M. Herregraven
    
    
    41
    
    
    Vice President of Manufacturing
 R. Patrick Maxwell
 David B. Kaysen .
 Sam B. Humphries
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Joel R. Pitlor
 Thomas E. Jamison
 Mahedi A. Jiwani
 Susan Hartjes Holman
 Larry Heinemann
 Arie J. Koole
 Marc M. Herregraven
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Board Composition
  Corporate Governance
 Compensation Committee
  Audit Committee
   Board Nominations
  
    
    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.
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Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
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ITEM 10. EXECUTIVE COMPENSATION
 Executive Compensation
  Summary Compensation Table
 Long TermAnnual Compensation
    
    Compensation AwardsSecurities UnderlyingName and Principal Position
    
    Fiscal Year
    
    Salary ($)
    
    Bonus ($)
    
    Options (#)Sam B. Humphries(1)
    
    
    2006
    
    
    
    241,961
    
    
    
    88,880
    
    
    
    Former President and CEO
    
    
    2005
    
    
    
    50,558
    
    
    
    29,875
    
    
    
    400,000Daniel G. Holman(2)
    
    
    2006
    
    
    
    251,364
    
    
    
    
    
    
    
    Former Chairman, CEO and CFO
    
    
    2005
    
    
    
    224,019
    
    
    
    
    
    
    
    100,0002004
    
    
    
    212,192
    
    
    
    
    
    
    
    Mahedi A. Jiwani(3)
    
    
    2006
    
    
    
    60,577
    
    
    
    15,050
    
    
    
    100,000Vice President, CFO and TreasurerSusan Hartjes Holman
    
    
    2006
    
    
    
    164,231
    
    
    
    
    
    
    
    COO
    
    
    2005
    
    
    
    153,692
    
    
    
    
    
    
    
    75,0002004
    
    
    
    145,754
    
    
    
    
    
    
    
    Arie J. Koole
    
    
    2006
    
    
    
    139,428
    
    
    
    
    
    
    
    Controller
    
    
    2005
    
    
    
    137,219
    
    
    
    
    
    
    
    50,000Managing Director Dutch
    
    
    2004
    
    
    
    120,546
    
    
    
    
    
    
    
    subsidiariesLarry Heinemann
    
    
    2006
    
    
    
    142,691
    
    
    
    26,782
    
    
    
    VP Sales & Marketing
    
    
    2005
    
    
    
    106,346
    
    
    
    17,960
    
    
    
    75,0002004
    
    
    
    91,692
    
    
    
    15,500
    
    
    
    
 
 (1)
    
    Mr. Humphries served as our President and Chief Executive Officer from January 1, 2005 to
April 26, 2006.(2)
    
    Mr. Holman resigned as our President and Chief Executive Officer effective January 1, 2005 and
as our Chief Financial Officer effective November 2005. Mr. Holman continued to serve as a
director until he passed away on June 1, 2006.(3)
    
    Mr. Jiwani joined us as our Vice President, Chief Financial Officer and Treasurer in November
2005. Option Grants in Fiscal 2006
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Option Grants in Fiscal 2006
 Individual GrantsNumber of
    
    Percentage ofSecurities
    
    Total OptionsUnderlying
    
    Granted toOptions
    
    Employees in
    
    Exercise Price
    
    ExpirationName
    
    Granted
    
    Fiscal 2006
    
    ($/Unit)
    
    DateSam B. Humphries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel G. Holman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mahedi A. Jiwani
    
    
    100,000
    
    
    
    30
    %
    
    
    3.00
    
    
    
    11/14/2015Susan Hartjes Holman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Arie J. Koole
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Larry Heinemann
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Option Exercises in Fiscal 2006 and Fiscal Year-End Option Values
  Value of UnexercisedNumber of Securities
    
    In-the-MoneyUnderlying Unexercised
    
    Options at Fiscal YearOptions at Fiscal Year End (#)
    
    End ($)Shares
    
    ValueAcquired on
    
    RealizedName
    
    Exercise
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableSam B. Humphries
    
    
    
    
    
    
    
    
    
    
    468,000
    
    
    
    12,000
    
    
    
    1,620
    
    
    
    1,080Daniel G. Holman
    
    
    
    
    
    
    
    
    
    
    180,000
    
    
    
    
    
    
    
    62,000
    
    
    
    Mahedi A Jiwani
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    Susan Hartjes Holman
    
    
    
    
    
    
    
    
    
    
    117,000
    
    
    
    8,000
    
    
    
    39,680
    
    
    
    9,920Arie J. Koole
    
    
    
    
    
    
    
    
    
    
    88,666
    
    
    
    8,000
    
    
    
    39,680
    
    
    
    9,920Larry Heinemann
    
    
    
    
    
    
    
    
    
    
    113,666
    
    
    
    8,000
    
    
    
    39,680
    
    
    
    9,920
 Employment Agreements
 Mr. Kaysen
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Mr. Jiwani .
  Mr. Holman
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Separation Agreement
  Stock Option Plans
 2006 Stock and Incentive Plan
   
    
    stock options (including both incentive and non-qualified stock options);
    
    stock appreciation rights (SARs);
    
    restricted stock and restricted stock units;
    
    performance awards of cash, stock or property or a combination thereof;
    
    phantom stock; and
    
    other stock grants or share-based awards.
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2002, 1997 and 1995 Stock Option Plans
  Director Compensation
  
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AMD MANAGEMENT
   Number of Shares
    
    Percent of CommonName of Beneficial Owner
    
    Beneficially Owned
    
    Stock OutstandingSF Capital Partners Ltd (1)
    
    
    1,031,429
    
    
    
    14.8
    %Bonanza Master Fund, Ltd. (2)
    
    
    589,249
    
    
    
    8.5
    %Bruce Mindich, M.D. (3)
    
    
    804,101
    
    
    
    11.5
    %Heartland Advisors, Inc.(4)
    
    
    555,000
    
    
    
    8.0
    %David B. Kaysen
    
    
    100,000
    
    
    
    1.4
    %
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Number of Shares
    
    Percent of CommonName of Beneficial Owner
    
    Beneficially Owned
    
    Stock OutstandingSusan Hartjes Holman (6)
    
    
    390,409
    
    
    
    5.4
    %Sam B. Humphries (7)
    
    
    468,000
    
    
    
    6.3
    %Joel R. Pitlor (8)
    
    
    148,667
    
    
    
    2.1
    %R. Patrick Maxwell (9)
    
    
    143,584
    
    
    
    2.0
    %Larry Heinemann (10)
    
    
    126,416
    
    
    
    1.8
    %Mahedi A. Jiwani (11)
    
    
    75,000
    
    
    
    1.1
    %Thomas E. Jamison (12)
    
    
    100,100
    
    
    
    1.4
    %Arie J. Koole (13)
    
    
    98,332
    
    
    
    1.4
    %All directors and executive officers as
group (14)
    
    
    1,733,174
    
    
    
    20.4
    %
 
 **
    
    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, 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
the beneficial owner of the shares underlying the warrants as of July 14, 2006. 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)
    
    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, 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 reporting persons are not deemed to be beneficial owners
of the underlying common stock with respect to the warrants as of July 14, 2006. 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.(3)
    
    Mindichs address is 200 Route 17 North, Paramus, New Jersey 07652. Of the shares listed,
541,665 shares are directly owned by the Mindich Family Limited Liability Company, the General
Member of which is Dr. Mindich. Helaine Brick-Cabot possesses shared voting and investment power
over the shares held by Dr. Mindich and the Mindich Family Limited Liability Company and therefore
may be deemed to beneficially own those shares. Based on Schedule 13D/A-7 filed by Bruce P.
Mindich M.D. on December 9, 2005, Schedule 13D/A-7 filed by Helaine Brick-Cabot filed on December
9, 2005, Schedule 13D/A-7 filed by the Mindich Family Limited Liability Company on December 1,
2005 and Form 4 filed by Dr. Mindich on July 20, 2006.(4)
    
    The address of Heartland Advisors, Inc. 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. -12-




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(5)
    
    Includes 100,000 shares that Mr. Kaysen may acquire upon the exercise of options that are
exercisable within 60 days of July 14, 2006.(6)
    
    Includes 305,000 shares that Ms. Holman may acquire upon exercise of options that are
exercisable within 60 days of July 14, 2006.Excludes 253,072 shares owned by the estate of
Daniel G. Holman, Ms. Holmans deceased spouse.(7)
    
    Includes 468,000 shares that Mr. Humphries may acquire upon exercise of options that are
exercisable within 60 days of July 14, 2006. Of the shares listed, 50,000 shares are beneficially
owned by the Executive Advisory Group, the President of which is Mr. Humphries.(8)
    
    Mr. Pitlors address is 237 Moody Street, Waltham, Massachusetts 02453. Includes 100,000
shares that Mr. Pitlor may acquire upon exercise of options that are exercisable within 60 days of
July 14, 2006.(9)
    
    Mr. Maxwells address is 2444 Byrnes Road, Minnetonka, Minnesota 55305. Includes 100,000
shares that Mr. Maxwell may acquire upon exercise of options that are exercisable within 60 days
of July 14, 2006.(10)
    
    Includes 121,666 shares that Mr. Heinemann may acquire upon exercise of options that are
exercisable within 60 days of July 14, 2006.(11)
    
    Includes 75,000 shares that Mr. Jiwani may acquire upon exercise of options that are
exercisable within 60 days of July 14, 2006.(12)
    
    Mr. Jamisons address is 3902 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota
55402. Includes 100,000 shares that Mr. Jamison may acquire upon exercise of options that are
exercisable within 60 days of July 14, 2006.(13)
    
    Mr. Kooles address is Hofkamp 2, 6161 DC Geleen, The Netherlands. Includes 96,666 shares
that Mr. Koole may acquire upon exercise of options that are exercisable within 60 days of July
14, 2006.(14)
    
    Includes 1,543,998 shares that our directors and executive officers may acquire upon exercise
of options that are exercisable within 60 days of July 14, 2006. 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
     -13-




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ITEM 13. EXHIBITS
 (a) Exhibits incorporated by reference
 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 Statement 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.)
 -15-




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Number
    
    Description10.11
    
    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 From 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)10.24
    
    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, 2006)
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Number
    
    Description10.27
    
    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)(b)
    
    The following exhibits are filed as part of this report10.30*
    
    Employment Agreement between Uroplasty, Inc. and David B. Kaysen dated May 17, 200610.31*
    
    Business Loan Agreement and related Promissory Note dated May 31, 2006 with Venture Bank13*
    
    Financial Statements21.0*
    
    List of Subsidiaries (Incorporated by reference to Exhibit 21 to Registrants Form 10-KSB
for the year ended March 31, 2005)23.1*
    
    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
 
 *
    
    Previously filed with the original Form 10-KSB for the fiscal year ended March 31, 2006 -17-




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees Incurred by the Company
  2006
    
    2005Audit Fees (KPMG) (1)
    
    $
    34,900
    
    
    $
    7,000Audit Fees (McGladrey) (1)
    
    $
    186,191
    
    
    $
    147,243Audit-Related Fees (2)
    
    
    
    
    
    $
    9,645Tax Fees (3)
    
    $
    65,969
    
    
    
    
 
 (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.
For KPMG, audit fees in fiscal 2006 consisted of fees for the review of financial statements
included in our Form SB-2 registration statement filed with the SEC.(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 us.(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.  -18-




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SIGNATURES
   UROPLASTY, INC.By:
    
    /s/ DAVID B. KAYSENDavid B. KaysenPresident and Chief Executive Officer
  Signature
    
    Title/Capacity
    
    Date/s/ DAVID B. KAYSEN
    
    President, Chief Executive Officer and
    
    July 27, 2006David B. Kaysen
    
    Director
(Principal Executive Officer)/s/ MAHEDI A. JIWANI
    
    Vice President, Chief Financial Officer
    
    July 27, 2006Mahedi A. Jiwani
    
    and
Treasurer
(Principal Financial Officer
and Principal Accounting
Officer)/s/ ARIE J. KOOLE
    
    Controller
    
    July 27, 2006Arie J. Koole/s/ R. PATRICK MAXWELL
    
    Chairman
    
    July 27, 2006R. Patrick Maxwell/s/ JOEL R. PITLOR
    
    Director
    
    July 27, 2006Joel R. Pitlor/s/ SAM B. HUMPHRIES
    
    Director
    
    July 27, 2006Sam B. Humphries/s/ THOMAS E. JAMISON
    
    Director
    
    July 27, 2006Thomas E. Jamison