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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A

Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended March 31, 2001

Commission File No. 000-20989

UROPLASTY, INC.
(Name of Small Business Issuer in its Charter)

|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Minnesota, U.S.A.
(State or other jurisdiction of
incorporation or organization) |  | 41-1719250
(I.R.S. Employer
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 [X]       NO [   ]

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. [X]

Issuers revenues for its most recent fiscal year: $5,668,483

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 May 25, 2001 was $10,737,101.

The number of shares outstanding of the issuers only class of common stock on
May 25, 2001 was 6,049,071.

Documents Incorporated By Reference: Portions of the Companys Proxy Statement
for its 2001 Annual Meeting of Shareholders (the Proxy Statement), are
incorporated by reference in Part III.

Transitional Small Business Disclosure Format:

YES [X]       NO [   ]



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PART I




ITEM 1. DESCRIPTION OF BUSINESS




Patents, Trademarks, and Licenses

The Companys success depends in part on its ability to obtain and maintain
patent protection for its products, preserve its trade secrets, and operate
without infringing the proprietary rights of third parties. The Company seeks
to protect its technology by filing patent applications for patentable
technologies it considers important to the development of its business based on
an analysis of the cost of obtaining a patent, the likely scope of protection,
and the relative benefits of patent protection compared to trade secret
protection, among other considerations. The Company also relies upon trade
secrets, know-how, and continuing technological innovation to develop and
maintain its competitive position.

Multiple patents covering the Macroplastique materials, processes, and
applications have been issued to the Company by the Patent Offices in the
United States, United Kingdom, Japan, Germany, The Netherlands, and Canada.
Such patents will expire in the U.S. at various times between 2010 and 2013.
Applications are also currently pending in various other European countries.
There can be no assurance any of the Companys pending and/or future U.S.
and/or foreign patent applications will result in issued patents, or that any
issued patents will be of sufficient scope or strength to provide meaningful
protection of the Companys products. The coverage sought in a patent
application can be denied or significantly reduced before the patent is issued.
In addition, there can be no assurance any current and/or future U.S. and/or
foreign patents of the Company will not be challenged or circumvented by
competitors or others, or that such patents will be found to be valid or
sufficiently broad to protect the Companys technology or provide the Company
with any competitive advantage. Should attempts be made to challenge,
circumvent, or invalidate the Companys patents in the U.S. Patent and
Trademark Office or courts of competent jurisdiction, including administrative
boards or tribunals, the Company may have to participate in legal or
quasi-legal proceedings therein to maintain, defend, and/or enforce its rights
in these patents. Any legal proceedings to maintain, defend, and/or enforce
the Companys patent rights could be lengthy and costly, with no guarantee of
success.

The Company also relies heavily upon trade secrets and other proprietary
information. The Company seeks to maintain the confidentiality of such
information by requiring employees, consultants, and other parties to sign
confidentiality agreements, and by limiting access by parties outside the
Company to such information. There can be no assurance, however, these
measures will prevent the unauthorized disclosure or use of this information or
that others will not be able to independently develop such information.
Additionally, there can be no assurance any agreements regarding
confidentiality and non-disclosure will not be breached, or, in the event of
any breach, that adequate remedies would be available to the Company.






During the third quarter of fiscal 1999, the Company commenced a related
lawsuit against AUI for misappropriation of trade secrets pertaining to the
pyrolytic carbon-coated micro beads. AUI, subsequent to December 31, 1998,
brought a counterclaim against the Company with respect to such matter. In
October 1999, the Company announced that the U.S. District Court for Minnesota
had granted a motion by AUI to dismiss the Companys claims against AUI, which
the Company appealed.

In early 2000, the U.S. Court of Appeals, Eighth Circuit, notified the Company
that pursuant to the Companys request, the appeal had been transferred to the
Federal Circuit, and in May 2000 the Company filed its appeal of the District
Courts order granting summary judgment with the U.S. Court of Appeals for the
Federal Circuit.

In February 2001, the United States Court of Appeals for the Federal Circuit
(the Circuit Court) granted the Companys appeal of the dismissal of its
claims against Carbon Medical Technologies, Inc. The Circuit Court vacated the
dismissal by the U.S. District Court for Minnesota due to lack of jurisdiction
and remanded the case to State Court in Minnesota; a motion to dismiss brought
by Carbon Medical Technologies, Inc. is now pending in Ramsey County District
Court in Minnesota.




In 1992, the Company and its then parent, Bioplasty, Inc., were sued by
Collagen Corporation, which alleged that Macroplastique infringed on one of its
U.S. patents for a bulking agent. The parties entered into a license and
settlement agreement in 1993 pursuant to which the Company pays Collagen a
royalty of 5% of net sales in the U.S. of Macroplastique products with a
minimum of $50,000 per year. The duration of the Collagen Corporation agreement
is

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through May 1, 2006. Collagen has not brought any new or renewed legal action
in connection with its allegations. There can be no assurance, however,
Collagen and/or any other third party will not pursue legal action with respect
to these matters.

Claims by competitors such as Collagen and other third parties that the
Companys products allegedly infringe the patent or other intellectual property
rights of others could have a material adverse effect on the Company. There
has been substantial litigation regarding patent and other intellectual
property rights in the medical device industry, and intellectual property
litigation may be used against the Company as a means of gaining a competitive
advantage. Intellectual property litigation is complex, time-consuming, and
expensive, and the outcome of such litigation is difficult to predict. Any
future litigation, regardless of outcome, could result in substantial expense
to the Company and significant diversion of the efforts of the Companys
technical and management personnel. An adverse outcome in any litigation could
subject the Company to significant liabilities to third parties, require
disputed rights to be licensed from others, if licenses to such rights could be
obtained, or require the Company to cease making, using, or selling certain
products. There can be no assurance that any licenses required under any
patents or proprietary rights would be made available on terms acceptable to
the Company, if at all. In addition to being costly, protracted litigation to
defend or prosecute intellectual property could result in the Company being
unable to commercialize Macroplastique on a timely basis or at all, and could
have a material adverse effect on the Companys business, financial condition,
and results of operations.

Although the Company intends to apply for additional patents and vigorously
defend issued patents, management believes its success as a business will
depend primarily upon its development and marketing skills, and the quality and
economic value of its products rather than on its ability to obtain and defend
patents.

The Company has a Royalty Agreement with three individuals, two of whom are
former officers and directors. Under such Agreement, the Company pays
royalties, in the aggregate, of three to five percent of net sales of
Macroplastique and Bioplastique, subject to a monthly minimum of $4,500. The
royalties payable under this Agreement will continue until the patent
referenced in the Agreement expires in 2010.

In December 1995, the Company obtained a license from a British surgeon, which
became superseded by a subsequent Agreement entered into by the parties in
October 1998. Pursuant to this subsequent Agreement, the Company received an
absolute assignment of a patent relating to the Macroplastique Implantation
System in return for a royalty of 10 British pounds for each unit sold during the life of the
patent. The Company began commercialization of the product outside the U.S. in
March 2000.









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ITEM 2. DESCRIPTION OF PROPERTY









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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Companys Directors and Executive Officers as of March 31, 2001 were as
follows:

|                     |  |     |    |          |  |                                                              |                |  |      |  |              |  |      | 
|-------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------ | -------------- |  | ---- |  | ------------ |  | ---- | 
|Name                 |  | Age |    | Position |  |                                                              | Director Since |  |      |  | Term expires | 
|Daniel G. Holman     |  |     | 55 |          |  | Chairman, President, CEO, CFO                                |                |  | 1994 |  |              |  | 2003 | 
|Joel R. Pitlor       |  |     | 62 |          |  | Director                                                     |                |  | 1994 |  |              |  | 2001 | 
|R. Patrick Maxwell   |  |     | 56 |          |  | Director                                                     |                |  | 1994 |  |              |  | 2002 | 
|Thomas E. Jamison    |  |     | 41 |          |  | Director                                                     |                |  | 2000 |  |              |  | 2001 | 
|Christopher Harris   |  |     | 42 |          |  | Vice President of Corporate Development                      |                |  |      |  |              |  |      | 
|Larry Heinemann      |  |     | 48 |          |  | Vice President of Sales & Marketing                          |                |  |      |  |              |  |      | 
|Susan Hartjes Holman |  |     | 47 |          |  | Vice President
of Operations & Regulatory Affairs, Secretary |                |  |      |  |              |  |      | 
|Arie J. Koole        |  |     | 37 |          |  | Controller                                                   |                |  |      |  |              |  |      | 

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All directors are members of the Nominating Committee; all directors except Mr.
Holman are members of the Compensation Committee; and Mr. Maxwell and Mr.
Jamison are members of the Audit Committee.

















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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K









|       |  |                                                                                                                                                                                                                                            
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                                                                                
|2.1    |  | First Amended Joint Plan of Reorganization (Modified) of the Company dated
January 31, 1994 (Filed as Exhibit 8.1 to Form 10SB)                                                                                                            
|3.1    |  | Articles of Incorporation of Uroplasty, Inc. (Filed as Exhibit 2.1 to Form 10SB)                                                                                                                                                           
|3.2    |  | Bylaws of Uroplasty, Inc. (Filed as Exhibit 2.2 to Form 10SB)                                                                                                                                                                              
|4.1    |  | Form of Stock Certificate of the Company representing shares of the Companys
Common Stock (Filed as Exhibit 3.1 to Form 10SB)                                                                                                             
|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
10SB)

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|       |  |                                                                                                                                                                                   
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                                                       
|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 10SB)                      
|10.3   |  | License Agreement dated December 1, 1995 by and between Bio-Vascular, Inc. and
Uroplasty, Inc. (Filed as Exhibit 6.3 to Form 10SB)                                                
|10.4   |  | Lease Agreement dated January 10, 1995 between Summer Business Center
Partnership and Uroplasty, Inc. (Filed as Exhibit 6.4 to 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 (Filed
as Exhibit 6.5 to Form 10SB)
|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
10SB)                       
|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 10SB)                          
|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 10SB)   
|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
10SB)                
|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.)                                     
|10.11  |  | 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 Donald A. Major
dated December 7, 1999. (Filed
as Exhibit 10.12 to Form 10-KSB/03-31-2000.)                                      
|10.13  |  | Employment Agreement between Uroplasty, Inc. and Susan Holman dated
December 7, 1999. (Filed as Exhibit
10.13 to Form 10-KSB/03-31-2000.)                                         
|10.14  |  | Employment Agreement between Uroplasty, Inc. and Larry Heinemann
dated December 7, 1999. (Filed
as Exhibit 10.14 to Form 10-KSB/03-31-2000.)                                      









|       |  |                                                                                                                                           
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                               
|10.15  |  | Agreement, dated October 14, 1998, by and between Uroplasty, Inc. and
Samir M. Henalla (pertaining to Macroplastique Implantation System).




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SIGNATURES






|                      |  |                                                                                                                                                                                           
|--------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: March 26, 2002 |  | UROPLASTY, INC.
By: /s/ DANIEL G. HOLMANDaniel G. Holman
President, Chief Executive Officer,
Chief Financial Officer (Principal Financial Officer),
Director (Principal Executive Officer)




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






|                                      |  |                                                                                                    |  |               
|------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | --------------
|Name                                  |  | Title / Capacity                                                                                   |  | Date          
|/s/ DANIEL G. HOLMAN
Daniel G. Holman |  | President, Chief Executive Officer
Chief Financial Officer,
Director (Principal Executive Officer) |  | March 26, 2002
|/s/ ARIE J. KOOLE
Arie J. Koole       |  | Controller
(Principal Accounting Officer)                                                          |  | March 26, 2002
|*
Joel R. Pitlor                      |  | Director                                                                                           |  |               
|*
R. Patrick Maxwell                  |  | Director                                                                                           |  |               
|*
Thomas E. Jamison                   |  | Director                                                                                           |  |               









|    |                                                        | 
|--- | ------------------------------------------------------ | 
|By: | /s/ DANIEL G. HOLMAN
Daniel G. Holman
Attorney-in-Fact




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