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UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  Annual
    Report Pursuant To Section 13 or 15(d) of the Securities
    Exchange Act of 1934
  For the
    Fiscal Year Ended March 31, 2009
  Commission File
    No. 001-32632
  UROPLASTY, INC.
 (Exact name of registrant as
    specified in its Charter)
  Minnesota

41-1719250(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5420 Feltl Road
 Minnetonka, Minnesota
    55413-2820
 (Address of principal executive
    offices)
  (952) 426-6140
 (Issuers telephone number,
    including area code)
    Title of class

Name of Exchange on which registeredCommon Stock, $.01 par value

NYSE AlterNext (fka The American Stock Exchange)         Regulation S-T
  Regulation S-K Form 10-K Form 10-K.  [X]
  Rule 12b-2
  Large Accelerated
    Filer o

Accelerated
    Filer o

Non-Accelerated
    Filer o
    (Do not check if a smaller reporting company)

Smaller Reporting
    Company x   Rule 12b-2




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##### 





TABLE OF
    CONTENTS
    
 Item

Description

PagePART I1.


Description of Business


41A.


Risk Factors


151B.


Unresolved Staff Comments


252.


Description of Property


253.


Legal Proceedings


254.


Submission of Matters to a Vote of Security
    Holders


25PART II5.


Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


266.


Selected Financial Data


277.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


277A.


Quantitative and Qualitative Disclosures About
    Market Risk


358.


Financial Statements and Supplementary Data


359.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


359A.


Controls and Procedures


359B.


Other Information


36PART III10.


Directors, Executive Officers and Corporate
    Governance


3711.


Executive Compensation


3712.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


3713.


Certain Relationships and Related Transactions,
    and Director Independence


3714.


Principal Accountant Fees and Services


37PART IV15.


Exhibits and Financial Statement Schedules


38FINANCIAL STATEMENTSLIST OF SUBSIDIARIESCONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSECTION 302 CERTIFICATIONSECTION 302 CERTIFICATIONSECTION 906 CERTIFICATIONSECTION 906 CERTIFICATION   2




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FORWARD
    LOOKING STATEMENTS
    Form 10-K
     3




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PART I    Item 1.
    Description
    of Business  Overview
    ®
    ®
    case-by-case
   4




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Market
  Neurostimulation
    Market
    Voiding
    Dysfunction Market
        
    Technology advances and patient awareness. Patients
    often weigh the clinical benefits against the invasiveness of
    the procedures when choosing a treatment alternative. In recent
    years, with the publicity associated with new technology and
    minimally invasive treatment alternatives, we believe the number
    of patients visiting physicians to seek treatment for voiding
    dysfunctions has increased. As a result, we believe more
    patients will begin to choose treatments other than drug
    therapy, which may have adverse side effects, or other
    alternatives, which simply manage their disorder.
    Emphasis on quality of life. Patients have placed an
    increased emphasis on quality of life issues and maintaining
    active lifestyles. Their desire to improve quality of life is
    usually an important factor in selecting a treatment for their
    disorder. We believe patients seeking treatment are increasingly
    considering alternatives designed to cure or treat a voiding
    dysfunction rather than simply manage it. As a result, we
    believe patients will increasingly choose minimally invasive
    surgical treatments or other effective treatments such as
    neurostimulation.
    Aging population. The number of individuals
    developing voiding dysfunctions will increase as the population
    ages and as life expectancies continue to rise. 5




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Background
    of Overactive Bladder Symptoms
    Treatment
    of Overactive Bladder Symptoms
  Drug Therapy.
  Biofeedback and Behavioral Modification.
  Neurostimulation.
  
    Surgical. Direct sacral nerve stimulation devices
    consist of a surgically implanted lead under the region of the
    upper buttocks and an implanted stimulator in the buttocks to
    deliver mild electrical pulses to the sacral nerve plexus. We
    believe that most office-based physicians will first recommend
    to patients drug therapy or PTNS treatments over the more
    invasive, surgically implanted procedure. We believe that
    patients may be more inclined to elect a less invasive treatment
    option for urinary symptoms instead of an invasive surgery.
    Minimally Invasive. PTNS delivers stimulation to the
    sacral nerve plexus by temporarily applying electrical pulses to
    the posterior tibial nerve, accessed through a non-surgical,
    percutaneous approach on the lower leg. Neurostimulation using
    PTNS has a therapeutic effect documented in published clinical
    studies. Because PTNS is non-surgical, it has a low risk of
    complication and is typically performed in a physicians
    office.  Uroplasty
    Solution for Treatment of Urinary Symptoms Often Associated with
    Overactive Bladder
  Urgent
    PC Non-Surgical Neurostimulation System
     6




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30-minute follow-up
    Background
    of Urinary Incontinence
  Causes
    of Urinary Incontinence
    Types
    of Urinary Incontinence
    
    Stress Urinary Incontinence Stress urinary
    incontinence, or SUI, refers to the involuntary loss of urine
    due to an increase in intra-abdominal pressure from ordinary
    physical activities, such as coughing, sneezing, laughing,
    straining or lifting. SUI, the most common form of urinary
    incontinence among women, is estimated to affect almost
    30 million women over the age of 18 in the
    U.S. (Hampel et al., 1997 and 2000 U.S. census data).
    SUI is caused by urethral hypermobility
    and/or
    intrinsic sphincter deficiency (ISD). Urethral
    hypermobility  abnormal movement of the bladder neck
    and urethra  occurs when the anatomic supports for
    the bladder neck and urethra have weakened. This anatomical
    change is often the result of childbirth. SUI can also be caused
    by intrinsic sphincter deficiency, or the inability of the
    sphincter valve or muscle to function properly. Intrinsic
    sphincter deficiency, or ISD, can be due to congenital sphincter
    weakness or can result from deterioration of the urethral
    muscular wall due to aging or damage following trauma, spinal
    cord lesion or radiation therapy.
    Urge Incontinence Urge incontinence refers to
    the involuntary loss of urine associated with an abrupt, strong
    desire to urinate. Urge incontinence often occurs when
    neurologic problems cause the bladder to contract and empty with
    little or no warning.
    Overflow Incontinence Overflow incontinence
    is associated with an over-distention of the bladder. This can
    be the result of an under-active bladder or an obstruction in
    the bladder or urethra.
    Mixed Incontinence Mixed incontinence is the
    combination of both urge and stress incontinence (and, in some
    cases, overflow). Since prostate enlargement often obstructs the
    urethra, older men often have urge incontinence coupled with
    overflow incontinence.   7




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Curative
    Treatment of Urinary Incontinence
  Injectable Bulking Agents.
  Surgery.
  Uroplasty
    Solution for Urinary Incontinence
  Macroplastique
      Other
    Uroplasty Products
  tm
  tm
    Uroplasty
    Strategy
    
    Educate physicians and third-party insurance carriers about
    the benefits of Urgent PC.We believe education of
    physicians and third-party insurance carriers regarding the
    benefits of the Urgent PC system is critical to the successful
    adoption of this system, and to reimbursement for treatments by
    third-part carriers. To this end, we are conducting clinical
    studies in the United States. We believe 8




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the results of these clinical studies, if successful, will allow
    us to expand our marketing and sales efforts, and may assist us
    in obtaining a specific listed CPT code for PTNS
    that will encourage broader use of our Urgent PC.  
    Educate physicians about the superior performance of
    Macroplastique. Although Macroplastique has been used in 40
    countries outside of the U.S. for over a decade, because it
    was introduced for sale in the United States in 2007, it is not
    yet well known and sales are just beginning to accumulate. We
    believe Mcroplastique is better than other commercially
    available bulking agents because, with its unique composition,
    shape and size, it does not degrade, is not absorbed into
    surrounding tissues and does not migrate from the implant site.
    In fiscal 2009 we expanded our marketing activities and
    conducted specific sales training programs with our
    U.S. sales representatives to increase their ability to
    understand and advise clinicians as to its use and benefits with
    the expectation of increased sales.
    Build patient awareness of office- and outpatient
    surgical-based solutions.Patients often weigh the quality
    of life benefits of electing to undergo a surgical procedure
    against the invasiveness of the procedure. We intend to continue
    to expand our marketing efforts to build patient awareness of
    these treatment alternatives and encourage patients to see
    physicians. These marketing efforts may include patient-oriented
    marketing materials for physicians to use to inform patients of
    the availability and potential benefits of our products.
    Increasing patient awareness of our treatment alternatives will
    help physicians build their practices and simultaneously
    increase sales of our products.
    Focus on office- and outpatient surgical-based solutions for
    physicians.We believe our company is uniquely positioned to
    provide a broad product offering of office- and outpatient
    surgical-based solutions for physicians. By expanding our United
    States presence, we intend to develop long-standing
    relationships with leading physicians treating overactive
    bladder and incontinence symptoms. These relationships will
    provide us with a source of new product ideas and a conduit
    through which to introduce new products. We also intend to
    develop marketing programs to assist physicians in marketing
    their practices and to provide innovative programs focused on
    helping physicians attract patients and develop referral
    networks. Building these relationships is an important part of
    our growth strategy, particularly for the development and
    introduction of new products.
    Increase market coverage in the United States and
    internationally. We believe that in addition to the
    international markets, the United States presents a significant
    opportunity for growth in sales of our products. In order to
    grow our business in the United States, we anticipate further
    increasing our sales and marketing organization, as needed, to
    support our sales growth. In addition, we intend to expand our
    European presence by creating new distribution partnerships.
    Develop, license or acquire new products. We believe
    that our office- and outpatient surgical-based solutions are an
    important competitive advantage because they allow us to address
    the various preferences of doctors and patients, as well as the
    quality of life issues presented by voiding dysfunctions. An
    important part of our growth strategy is to broaden our product
    line further to meet customer needs by developing, licensing and
    acquiring new products.  Sales,
    Distribution and Marketing
       9




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Third-Party
    Reimbursement
    
    coding, which ensures uniform descriptions of procedures,
    diagnoses and medical products;
    coverage, which is the payors policy describing the
    clinical circumstances under which it will pay for a given
    treatment; and
    payment processes and amounts.  case-by-case
      Manufacturing
    and Suppliers
       10




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Competition
    ® ®
  ® ® ® ®
  ® ® ® ®
 11




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Government
    Regulation
    United
    States
    
    fines, injunctions, and civil penalties;
    recall or seizure of products;
    operating restrictions, or total or partial suspension of
    production;
    denial of requests for 510(k) clearance or pre-market approval
    of new products;
    withdrawal of existing approvals; and
    criminal prosecution.          
    Quality System Regulations, which require manufacturers to
    follow design, testing, control, documentation and other quality
    assurance procedures during the manufacturing process;
    labeling regulations, which govern product labels and labeling,
    prohibit the promotion of products for unapproved or
    off-label uses and impose other restrictions on
    labeling and promotional activities; 12




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
    medical device reporting regulations, which require that
    manufacturers report to FDA if their device may have caused or
    contributed to a death or serious injury or malfunctioned in a
    way that would likely cause or contribute to a death or serious
    injury if it were to recur; and
    notices of correction or removal, and recall regulations.    
    regulate our design and manufacturing processes and control them
    by the use of written procedures;
    investigate any deficiencies in our manufacturing process or in
    the products we produce;
    keep detailed records and maintain a corrective and preventative
    action plan; and
    allow FDA to inspect our manufacturing facilities on a periodic
    basis to monitor our compliance with Quality System Regulations.    European
    Union and Other Regions
          Patents,
    Trademarks and Licenses
     13




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Research
    and Development
    Product
    Liability
    Compliance
    with Environmental Laws
    Dependence
    on Major Customers
    Backlog
   14




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Employees
    Incorporation
    and Current Subsidiaries
      Uroplasty BV

Incorporated in The Netherlands, distributes the Urgent PC,
    Macroplastique, VOX Implants, PTQ Implants and wound care
    products. Products are sold primarily through distributors.Uroplasty LTD

Incorporated in the United Kingdom and acts as the sole
    distributor of Urgent PC, Macroplastique, PTQ Implants, all of
    their accessories, and wound care products in the United Kingdom
    and Ireland.  Products are sold primarily through a direct sales
    organization.   Item 1A.
    Risk
    Factors  Investing in our common stock involves a high degree of risk.
    You should carefully consider the risk factors set forth below
    and all other information contained in this Annual Report on
    Form 10-K
    before purchasing our common stock. If the following risks
    actually occur, our business, financial condition and results of
    operations could be seriously harmed, the price of our common
    stock could decline and you could lose part or all of your
    investment.
  We
    continue to incur losses and may never reach
    profitability
    We are
    dependent on the availability of third-party reimbursement for
    our revenues.
   15




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We are
    unable to predict how quickly or how broadly the market will
    accept our products. If demand for our products fails to develop
    as we expect, our revenues will decline or we may be unable to
    increase our revenues and be profitable.
    If we
    are not able to attract, retain and motivate our sales force and
    expand our distribution channels, our sales and revenues will
    suffer.
    The
    size and resources of our competitors may allow them to compete
    more effectively than we can, which could adversely affect our
    potential profitability.
   16




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We are
    primarily dependent on sales of two product lines and our
    business may suffer if sales of these product lines
    decline.
    We may
    require additional financing in the future which may not be
    available to us when required, or may be available only on
    unfavorable terms.
  scale-up
  Our
    products and facilities are subject to extensive regulation,
    with which compliance is costly and which exposes us to
    penalties for non-compliance.
    
    imposing fines and penalties on us;
    preventing us from manufacturing or selling our products;
    bringing civil or criminal charges against us;
    delaying the introduction of our new products into the market;
    enforcing operating restrictions;
    recalling or seizing our products; or
    withdrawing or denying approvals or clearances for our products. 17




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The
    marketing of our products requires a significant amount of time
    and expense and we may not have the resources to successfully
    market our products, which would adversely affect our business
    and results of operations.
    If
    third parties claim that we infringe upon their intellectual
    property rights, we may incur liabilities and costs and may have
    to redesign or discontinue selling the affected
    product.
    
    be expensive and time consuming to defend;
    result in us being required to pay significant damages to third
    parties;
    cause us to cease making or selling products that incorporate
    the challenged intellectual property;
    require us to redesign, reengineer or rebrand our products, if
    feasible; 18




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
    require us to enter into royalty or licensing agreements in
    order to obtain the right to use a third partys
    intellectual property, which agreements may not be available on
    terms acceptable to us or at all;
    divert the attention of our management; or
    result in our customers or potential customers deferring or
    limiting their purchases or use of the affected products until
    resolution of the litigation.    If we
    are unable to adequately protect our intellectual property
    rights, we may not be able to compete effectively and we may not
    be profitable.
        Product
    liability claims could adversely affect our business and results
    of operations.
   19




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The
    loss or interruption of materials from any of our key suppliers
    could slow down the manufacture of our products, which would
    limit our ability to generate sales and revenues.
    If we
    are not able to maintain sufficient quality controls, regulatory
    approvals by the European Union, Canada, the FDA or other
    relevant authorities of our products could be delayed or denied
    and our sales and revenues will suffer.
      If we
    are not able to acquire or license other products, our business
    and future growth prospects could suffer.
        
    we may be unable to integrate the acquired business or products
    successfully and realize anticipated economic, operational and
    other benefits in a timely manner; and
    the acquisition may disrupt our ongoing business, distract our
    management and divert our resources. 20




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If
    physicians do not recommend and endorse our products, our sales
    may decline or we may be unable to increase our sales and
    profits.
    Our
    business strategy relies on assumptions about the market for our
    products, which, if incorrect, would adversely affect our
    business prospects and profitability.
    Recent
    deterioration in the economy and credit markets may adversely
    affect our results of operations and our plans for
    expansion
    Negative
    publicity regarding the use of silicone material in medical
    devices could harm our business and result in a material
    decrease in revenues.
   21




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The
    risks inherent in operating internationally and the risks of
    selling and shipping our products and of purchasing our
    components and products internationally may adversely impact our
    net sales, results of operations and financial
    condition.
  non-United and/or
    
    the imposition of additional U.S. and foreign governmental
    controls or regulations;
    the imposition of costly and lengthy new export licensing
    requirements;
    the imposition of
    U.S. and/or
    international sanctions against a country, company, person or
    entity with whom the company does business that would restrict
    or prohibit continued business with the sanctioned country,
    company, person or entity;
    political and economic instability;
    fluctuations in the value of the U.S. dollar relative to
    foreign currencies;
    a shortage of high-quality sales people and distributors;
    loss of any key personnel that possess proprietary knowledge, or
    who are otherwise important to our success in certain
    international markets;
    changes in third-party reimbursement policies that may require
    some of the patients who receive our products to directly absorb
    medical costs or that may necessitate the reduction of the
    selling prices of our products;
    changes in duties and tariffs, license obligations and other
    non-tariff barriers to trade;
    the imposition of new trade restrictions;
    the imposition of restrictions on the activities of foreign
    agents, representatives and distributors;
    scrutiny of foreign tax authorities which could result in
    significant fines, penalties and additional taxes being imposed
    on us;
    pricing pressure that we may experience internationally;
    laws and business practices favoring local companies;
    longer payment cycles;
    difficulties in enforcing agreements and collecting receivables
    through certain foreign legal systems;
    difficulties in enforcing or defending intellectual property
    rights; and
    exposure to different legal and political standards due to our
    conducting business in approximately 40 countries. 22




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Fluctuations
    in foreign exchange rates could negatively impact our results of
    operations.
    Proposals
    to modify the health care system in the U.S. or other countries
    could affect the pricing of our products. If we cannot sell our
    products at the prices we plan to, our margins and profitability
    could be adversely affected.
      If we
    lose the services of our chief executive officer or other key
    personnel, we may not be able to manage our operations and meet
    our strategic objectives.
      You
    may be unable to sell your investment.
   23




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Our
    stock price may fluctuate and be volatile.
    
    variations in our quarterly financial results;
    developments regarding regulatory clearances or approvals of our
    products;
    market acceptance of our products;
    the success of our efforts to acquire or license additional
    products;
    announcements of new products or technologies by us or our
    competitors;
    developments regarding our patents and proprietary rights or
    those of our competitors;
    developments in U.S. or international reimbursement systems;
    changes in accounting standards, policies, guidance or
    interpretations;
    sales of substantial amounts of our stock by existing
    shareholders; and
    general economic conditions, including the current economic
    downturn.    Future
    sales of our common stock in the public market could lower our
    share price.
      We
    will be exposed to risks relating to evaluations of controls
    required by Section 404 of the Sarbanes-Oxley
    Act.
   24




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Our
    corporate documents and Minnesota law contain provisions that
    could discourage, delay or prevent a change in control of our
    company.
      We do
    not intend to declare dividends on our stock in the foreseeable
    future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Description
    of Property    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   25




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PART II    Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market Information.
    Fiscal Year Ended March 31,
    2009

Low


HighFirst Quarter

$
3.00


$
3.82Second Quarter


2.25



3.30Third Quarter


0.80



2.27Fourth Quarter


0.36



1.15   Fiscal Year Ended March 31,
    2008

Low


HighFirst Quarter

$
3.20


$
5.00Second Quarter


3.70



4.50Third Quarter


3.57



4.26Fourth Quarter


3.00



4.07     Securities Authorized for Issuance Under Equity Compensation
    Plans.
  Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to


Weighted-Average


Equity Compensationbe Issued Upon Exercise


Exercise Price of


Plans (Excludingof Outstanding Options,


Outstanding Options,


Securities ReflectedWarrants and Rights


Warrants and Rights


in the First Column)Equity Compensation Plans Approved by Security Holders


1,044,500
(1)

$
3.65



1,835,000
(2)Equity Compensation Plans Not Approved by Security Holders
    (3)


1,090,000


$
4.20



Total


2,134,500


$
3.93



1,835,000   (1)
    
    Consists of options outstanding under our 2002 Stock Option Plan
    and 2006 Amended Stock and incentive Plan.(2)
    
    In September 2008 our shareholders amended our 2006 Stock and
    Incentive Plan to increase the number of our common stock
    reserved for share-based grants to 2,700,000. As of
    March 31, 2009, we had remaining 1,835,000 shares
    available for grant.(3)
    
    The following is a brief description of the various equity
    compensation plans not approved by our stockholders. 26




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Repurchase of Common Stock.
  Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  ® ®
     27




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case-by-case
    Critical
    Accounting Policies
    Revenue Recognition.
  Accounts Receivable.
  Inventories. first-in,
 28




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Foreign Currency Translation/Transactions.
  Impairment of Long-Lived Assets.
  Share-Based Compensation. Share-Based Payment,
  Defined Benefit Pension Plans.
  Income Taxes.
   29




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Results
    of Operations
  Net Sales.
          Gross Profit.
    General and Administrative Expenses. share-based
  Research and Development Expenses.
 30




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Selling and Marketing Expenses.
  Amortization of Intangibles.
  Other Income (Expense).
    Income Tax Expense:
  Non-GAAP Financial Measures.
  period-to-period
    31




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Years EndedMarch 31,2009


2008Non-GAAP Gross ProfitGAAP gross profit


$12,458,207



$10,920,676% of sales


85%



79%Share-based compensation


42,818



22,531Depreciation expenses


52,432



54,635Non-GAAP gross profit


12,553,457



10,997,842Non-GAAP Operating ExpensesGAAP operating expenses


16,080,583



14,849,871Share-based compensation


706,788



1,016,362Depreciation expenses


237,844



174,384Amortization expenses


845,524



843,533Non-GAAP operating expenses


14,290,427



12,815,592Non-GAAP Operating LossGAAP operating loss


(3,622,376)



(3,929,195)Share-based compensation


749,606



1,038,893Depreciation expenses


290,276



229,019Amortization expenses


845,524



843,533Non-GAAP operating loss


$(1,736,970)



$(1,817,750)   Liquidity
    and Capital Resources
  Cash Flows.
  lower-than-planned
      Sources of Liquidity.
   32




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Commitments and Contingencies.
       33




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Increase/(Decrease)


Increase/(Decrease)Funded Status at


Fiscal 2010 pensionMarch 31, 2009


expenseAssumption:Increase in discount rate of 1%

$
100,000


$
(4,000
)Decrease in discount rate of 1%


(127,000
)


4,000Increase in estimated return on assets of 1%


-



(4,000
)Decrease of estimated return on assets of 1%


-



4,000Increase in inflation of 1%


(179,000
)


29,000Decrease in inflation of 1%


151,000



(25,000
)Increase in compensation of 1%


(146,000
)


31,000Decrease in compensation of 1%


7,000



(1,000
)     Recent
    Accounting Pronouncements
  Employers Disclosures about Postretirement
    Benefit Plan Assets
  FAS 142-3, Determination of the Useful Life of Intangible
    Assets FAS 142-3), Goodwill and Other Intangible
    Assets. FAS 142-3
  Business Combinations Accounting for Assets Acquired and
    Liabilities Assumed in a Business Combination That Arise from
    Contingencies,
  Noncontrolling Interest in Consolidated Financial
    Statements  An Amendment of ARB 51
 34




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Fair
    Value Measurements FAS 157-2, Effective date of FASB Statement No. 157 FAS 157-2). FAS 157-2 FAS 157-2 FAS 157-2
 Item 7A. Quantitative
    and Qualitative Disclosures About Market Risk  Foreign Currency Risk
  Interest Rate Risk
  Other Matters
 Item 8. Financial
    Statements and Supplementary Data   Item 9. Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   Item 9A. Controls
    and Procedures  Disclosure Controls and Procedures. Rule 13a-15(e))
 35




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Internal Control Over Financial
    Reporting.
       Item 9B. Other
    Information   36




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PART III   Item 10. Directors,
    Executive Officers, and Corporate Governance   Item 11. Executive
    Compensation   Item 12. Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   Item 13. Certain
    Relationships and Related Transactions, and Director
    Independence   Item 14. Principal
    Accountant Fees and Services   37




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##### 



PART IV   Item 15. Exhibits
    and Financial Statement Schedules  Form 10-K:
     
 PAGEReport of Independent Registered Accounting Firm


F-2Consolidated Balance Sheets


F-3Consolidated Statement of Operations


F-5Consolidated Statements of Shareholders Equity and
    Comprehensive Loss


F-6Consolidated Statements of Cash Flows


F-7Notes to Consolidated Financial Statements


F-8        AdditionsBalance at


charged to





Effects of foreign


Balance atbeginning of


costs and


Written off,


currency


end of fiscalfiscal year


expenses


less recoveries


fluctuations


yearAllowance for doubtful accounts and sales returnsFiscal year ended March 31, 2009

$
82,000


$
341,000


$
(245,000
)


$(1,000
)

$
177,000Fiscal year ended March 31, 2008

$
7,000


$
146,000


$
(71,000
)


$-


$
82,000Warranty reserveFiscal year ended March 31, 2009

$
4,000


$
8,000


$
(10,000
)


$-


$
2,000Fiscal year ended March 31, 2008

$
26,000


$
12,000


$
(34,000
)


$-


$
4,000       Number

Description3
.1

Restated Articles of Incorporation of Uroplasty, Inc.
    (Incorporated by reference to Exhibit 3.1 to Registrants
    Registration Statement on Form SB-2 filed October 18, 2007 (File
    No. 333-146787))3
.2

Amendment to Restated Articles of Incorporation of Uroplasty,
    Inc. (Incorporated by reference to Exhibit 3.3 to
    Registrants Form 8-K filed dated October 25, 2006)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 12G filed
    July 10, 1996) 38




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##### Table of Contents



Number

Description4
.2

Form of Warrant (Incorporated by reference to Exhibit 4.2 to
    Registrants Registration Statement on Form SB-2 filed
    September 14, 2005 (File No. 333-128313))4
.3

Form of Selling Agents Warrant (Incorporated by reference
    to Exhibit 4.3 to Registrants Form SB-2/A 1 filed November
    27, 2006 (File No. 333-138267))10
.1

Settlement Agreement and Release dated November 30, 1993 by and
    between Bioplasty, Inc., Bio-Manufacturing, Inc., Uroplasty,
    Inc., Arthur A. Beisang, Arthur A. Beisang III, MD and Robert A.
    Ersek, MD (Incorporated by reference to Exhibit 6.1 to
    Registrants Registration Statement on Form 10SB filed July
    10, 1996)10
.2

Employment Agreement between Uroplasty, Inc. and Susan Holman
    dated December 7, 1999. (Incorporated by reference to Exhibit
    10.13 to Registrants Form 10-KSB for the year ended March
    31, 2000 filed June 26, 2000)*10
.3

Employment Agreement between Uroplasty, Inc. and Larry Heinemann
    dated December 7, 1999. (Incorporated by reference to Exhibit
    10.14 to Registrants Form 10-KSB for the year ended March
    31, 2000, filed June 26, 2000)*10
.4

Agreement, dated October 14, 1998, by and between Uroplasty,
    Inc. and Samir M. Henalla (pertaining to Macroplastique
    Implantation System). (Incorporated by reference to Exhibit
    10.15 to Registrants Form 10-KSB/A for the year ended
    March 31, 2001, filed March 27, 2002)10
.5

2002 Employee Stock Option Plan (Incorporated by reference to
    the copy filed as Appendix B to the Proxy Statement filed with
    the SEC on August 1, 2002)*10
.6

Employment Agreement between Uroplasty, Inc. and Mr. Marc
    Herregraven dated November 15, 2002. (Incorporated by reference
    to Exhibit 10.15 to Registrants Form 10-KSB for the year
    ended March 31, 2003, filed May 20, 2003)*10
.7

Form of Securities Purchase Agreement dated as of April 21,
    2005, by and among Uroplasty, Inc., and the investors identified
    on the signature pages thereto (Incorporated by reference to
    Exhibit 10.20 to Registrants Form 8-K filed dated April
    26, 2005)10
.8

Form of Warrant (Incorporated by reference to Exhibit 10.21 to
    Registrants Form 8-K filed April 26, 2005)10
.9

Form of Registration Rights Agreement dated as of April 21,
    2005, by and among Uroplasty, Inc., and the investors named
    therein (Incorporated by reference to Exhibit 10.22 to
    Registrants From 8-K filed dated April 26, 2005)10
.10

Employment Agreement between Uroplasty, Inc. and Mahedi A.
    Jiwani dated November 14, 2005 (Incorporated by reference to
    Exhibit 10.24 to Registrants Form 10-QSB filed November
    14, 2005)*10
.11

Lease Agreement between Uroplasty, Inc. and Liberty Property
    Limited Partnership dated January 20, 2006 (Incorporated by
    reference to Exhibit 10.25 to Registrants Form 8-K filed
    January 24, 2006)10
.12

Employment Agreement between Uroplasty, Inc. and David B. Kaysen
    dated May 17, 2006 (Incorporated by reference to Exhibit 10.30
    to Registrants Form 10-KSB filed June 29, 2006)*10
.13

Form of Registration Rights Agreement dated as of August 7,
    2006, by and among Uroplasty, Inc., and the investors identified
    named therein (Incorporated by reference to Exhibit 10.34 to
    Registrants Form 8-K filed August 8, 2006)10
.14

Form of Warrant dated August 7, 2006 (Incorporated by reference
    to Exhibit 10.33 to Registrants From 8-K filed August 8,
    2006)10
.15

Form of Purchase Agreement, dated as of March 15, 2007, by and
    between Uroplasty, Inc. and CystoMedix, Inc. (Incorporated by
    reference to Exhibit 10.36 to Registrants Form 8-K filed
    March 20, 200710
.16

2006 Amended Stock and Incentive Plan (Incorporated by reference
    to the copy attached as Appendix A to the Companys
    Definitive Proxy Statement filed on July 25, 2008)* 39




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##### Table of Contents



Number

Description10
.17

Business Loan Agreement and related Promissory Note dated
    September 3, 2008 with Venture Bank (Incorporated by reference
    to Exhibit 10.23 to Registrants Form 8-K filed September
    4, 2008)14
.1

Revised Code of Ethics titled Code of Business Conduct and
    Ethics for Directors, Officers and Employees (Incorporated by
    reference to Exhibit 14.1 to Registrants Form 8-K filed
    April 12, 2007)   *
    
    Management contract, compensation plan or arrangement    Number

Description13


Financial Statements21
.0

List of Subsidiaries23
.1

Consent of Independent Registered Public Accounting
    Firm  Grant Thornton 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  40




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##### Table of Contents



SIGNATURES
       By
    /s/  
    David B. Kaysen       Name

Title / Capacity

Date/s/  David
    B. KaysenDavid
    B. Kaysen

President, Chief Executive Officer and
    Director (Principal Executive Officer)

June 4, 2009/s/  Mahedi
    A. JiwaniMahedi
    A. Jiwani

Vice President, Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

June 4, 2009/s/  R.
    Patrick MaxwellR.
    Patrick Maxwell

Chairman of the Board of Directors

June 4, 2009/s/  Thomas
    E. JamisonThomas
    E. Jamison

Director

June 4, 2009/s/  Lee
    A. JonesLee
    A. Jones

Director

June 4, 2009/s/  James
    P. StaunerJames
    P. Stauner

Director

June 4, 2009/s/  Sven
    A. WehrweinSven
    A. Wehrwein

Director

June 4, 2009  41