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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, 2010
  Commission File
    No. 001-32632
  UROPLASTY, INC.
 (Exact name of registrant as
    specified in its Charter)
  Minnesota(State or other jurisdiction of
    incorporation or organization)

41-1719250(I.R.S. Employer
    Identification No.)   5420 Feltl Road
 Minnetonka, Minnesota 55343
 (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 AMEX         Regulation S-T
  Regulation S-K Form 10-K Form 10-K.  [X]
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company x   Rule 12b-2




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##### 





TABLE OF
    CONTENTS
    
 Item

Description

PagePART I1.


Description of Business


41A.


Risk Factors


162.


Description of Property


243.


Legal Proceedings


244.


Reserved


24PART II5.


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


256.


Selected Financial Data


267.


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


267A.


Quantitative and Qualitative Disclosures About
    Market Risk


348.


Financial Statements and Supplementary Data


349.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


349A.


Controls and Procedures


349B.


Other Information


35PART III10.


Directors, Executive Officers and Corporate
    Governance


3611.


Executive Compensation


3612.


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


3613.


Certain Relationships and Related Transactions,
    and Director Independence


3614.


Principal Accountant Fees and Services


36PART IV15.


Exhibits and Financial Statement Schedules


37EX-13EX-21.0EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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FORWARD
    LOOKING STATEMENTS
    Form 10-K
     3




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




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The
    Journal of
    Urology ®
        Market
  Neurostimulation
    Market
    Voiding
    Dysfunction Market
   5




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
    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 choose treatments other than drug therapy, which
    may have adverse side effects and may not achieve the desired
    therapeutic effect, 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 balance therapeutic effect
    with any associated side effects. 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.  Overactive
    Bladder
  Symptoms
    Treatment
    of Symptoms
  Drug Therapy.
  Biofeedback and Behavioral Modification.
  Neurostimulation.
 6




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
    Surgical. Direct sacral nerve stimulation devices
    consist of a surgically implanted lead near the spine 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
  Urgent
    PC Non-Surgical Neurostimulation System
    30-minute follow-up
    Urinary
    Incontinence
  Causes
    of Urinary Incontinence
   7




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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.    Treatment
  Injectable Bulking Agents.
  Surgery.
  Uroplasty
    Solution
  Macroplastique
   8




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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 have conducted clinical
    studies which we believe will help us with our sales and
    marketing efforts. We have also submitted the results of these
    clinical studies with our February 2010 application to the AMA
    for a unique, listed CPT code. We believe the availability of a
    unique, listed CPT code 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 two decades,
    it is not yet well known in the U.S. because it was only
    introduced for sale in 2007. However, sales in the U.S. are
    beginning to accumulate as we have expanded our marketing
    activities and conducted specific sales training programs with
    our representatives to increase their ability to understand and
    advise clinicians as to its use and benefits. We believe
    Macroplastique is superior to 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.
    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. 9




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
    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. We
    believe that in addition to the international markets where we
    have had a presence for many years, 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.
    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
          Third-Party
    Reimbursement
    
    coding, which ensures uniform descriptions of procedures,
    diagnoses and medical products;
    coverage, which is the payers policy describing the
    clinical circumstances under which it will pay for a given
    treatment; and
    payment processes and amounts. 10




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case-by-case
      Manufacturing
    and Suppliers
          Competition
   11




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® ®
  ® ® ® ® ®
  ® ® ® ®
    Government
    Regulation
   12




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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;
    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.   13




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European
    Union and Other Regions
          Patents,
    Trademarks and Licenses
           14




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Research
    and Development
    Product
    Liability
    Compliance
    with Environmental Laws
    Dependence
    on Major Customers
    Backlog
    Employees
    Incorporation
    and Current Subsidiaries
      Uroplasty BV

Incorporated in The Netherlands, distributes the Urgent PC,
    Macroplastique Implants, 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 Implants, 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.  15




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Item 1A.
    Risk
    Factors  Our operations are subject to a number of risks and
    uncertainties that may affect our financial results, our
    accounting, and the accuracy of the statements we make in this
    Form 10-K.
    For example, we make statements about our belief in the efficacy
    of our product, the impact of regulatory and reimbursement
    approvals on our products and revenues, trends in international
    regulation, the attributes of our products versus those of our
    competitors, the adequacy of our resources, including cash,
    available to us, and other matters all of which represent our
    expectations or beliefs about future events. Our actual results
    may vary from these expectations because of a number of factors
    that affect our business, the most important of which include
    the following:
  We
    continue to incur losses and may never reach
    profitability
    We are
    dependent on the availability of third-party reimbursement for
    our revenues.
    case-by-case
   16




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We
    cannot predict how quickly or how broadly the market will accept
    our products.
    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 render it difficult
    for us to successfully compete in the marketplace.
    We are
    primarily dependent on sales of two product lines and our
    business would suffer if sales of either of these product lines
    decline.
    We
    likely will require additional financing and may find it
    difficult to obtain the financing on favorable terms, or at
    all.
   17




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We
    could be subject to fines and penalties, or required to
    temporarily or permanently cease offering products, if we fail
    to comply with the extensive regulations applicable to the sale
    and manufacture of medical products.
    
    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.    We may
    be subject to changing federal regulation that increases the
    cost of doing business or imposes requirements with which we
    cannot comply.
   18




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Our
    distributors may not obtain regulatory in a timely basis, or at
    all.
        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;
    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.
   19




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Product
    liability claims could adversely affect our business and results
    of operations.
    The
    loss or interruption of materials from any of our key suppliers
    could delay 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 of our products by the European Union, Canada, the FDA
    or other relevant authorities could be delayed or denied and our
    sales and revenues will suffer.
   20




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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.  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.
   21




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Negative
    publicity regarding the use of silicone material in medical
    devices could harm our business and result in a material
    decrease in revenues.
    We
    derive a significant portion of our sales from outside of the
    United States and are subject to the risks of international
    operations.
    
    the imposition of additional U.S. and foreign governmental
    controls or regulations;
    the imposition of costly and lengthy new export licensing
    requirements;
    local political and economic instability;
    fluctuations in the value of the U.S. dollar relative to
    foreign currencies;
    difficulties in recruiting and maintaining distributors and
    staff in remote locations, including sales people;
    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;
    foreign taxation compliance and penalties;
    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; and
    difficulties in enforcing or defending intellectual property
    rights.    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.
   22




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Our
    stock is thinly traded and you may find it difficult to sell
    your investment in our stock at quoted prices.
    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.
   23




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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 2.
    Description
    of Property    Item 3.
    Legal
    Proceedings    Item 4.
    Reserved 24




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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,
    2010

Low


HighFirst Quarter

$
0.66


$
1.07Second Quarter


0.61



1.26Third Quarter


1.03



2.03Fourth Quarter


1.44



2.25   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     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)


1,097,500


$
2.38



1,497,500Equity Compensation Plans Not Approved by Security
    Holders(2)


940,000


$
4.02



Total


2,037,500


$
3.14



1,497,500   (1)
    
    Consists of options outstanding under our 2006 Amended Stock and
    Incentive Plan.(2)
    
    Represents (i) non-qualified options to purchase
    30,000 shares of our common stock (all of which are
    vested), at a weighted average exercise price of $3.17 per
    share, issued under our 1995 Stock Option Plan, which was not
    approved by our stockholders, and (ii) non-qualified
    options to purchase 910,000 options (all of which are vested),
    at a weighted average exercise price of $4.05, granted outside
    of any plan. 25




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Item 6.
    Selected
    Financial Data    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  FORM 10-K, FORM 10-K, FORM 10-K.
  Overview
  ® ®
  case-by-case
    Journal of
    Urology ®
   26




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Critical
    Accounting Policies
    Revenue Recognition.
  Accounts Receivable.
 27




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Inventories. first-in,
  Foreign Currency Translation/Transactions.
  Impairment of Long-Lived Assets.
  Share-Based Compensation.
  Defined Benefit Pension Plans.
  Income Taxes.
 28




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Results
    of Operations
  Net Sales.
          Gross Profit:
  General and Administrative Expenses
    (G&A):
 29




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Research and Development Expenses
    (R&D):
  Selling and Marketing Expenses (S&M):
  Amortization of Intangibles:
  Other Income (Expense):
    Income Tax Expense (Benefit):
  Non-GAAP Financial Measures.
 30




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period-to-period
    Years EndedMarch 31,2010


2009Gross ProfitGAAP gross profit


$9,804,347



$12,458,207% of sales


83%



85%Share-based compensation


27,400



42,818Depreciation expenses


58,105



52,432Non-GAAP gross profit


9,889,852



12,553,457Operating ExpensesGAAP operating expenses


13,006,634



16,080,583Share-based compensation


387,107



706,788Depreciation expenses


234,419



237,844Amortization expenses


845,553



845,524Non-GAAP operating expenses


11,539,555



14,290,427Operating LossGAAP operating loss


(3,202,287)



(3,622,376)Share-based compensation


414,507



749,606Depreciation expenses


292,524



290,276Amortization expenses


845,553



845,524Non-GAAP operating loss


$(1,649,703)



$(1,736,970)   Liquidity
    and Capital Resources
  Cash Flows.
      Sources of Liquidity.
 31




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Commitments and Contingencies.
       32




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Increase/(Decrease)


Increase/(Decrease)Funded Status at


Fiscal 2011 pensionMarch 31, 2010


expenseAssumption:Increase in discount rate by 1 percentage point

$
241,000


$
(24,000
)Decrease in discount rate by 1 percentage point


(326,000
)


30,000Increase in estimated return on assets by 1 percentage point


-



(5,000
)Decrease of estimated return on assets by 1 percentage point


-



5,000Increase in inflation rate by 1 percentage point


(333,000
)


58,000Decrease in inflation rate by 1 percentage point


275,000



(48,000
)Increase in compensation increase by 1 percentage point


(273,000
)


52,000Decrease in compensation increase by 1 percentage point


11,000



(2,000
)     Recent
    Accounting Pronouncements
  No. 2010-06, 2010-06). 820-10
  No. 2009-05, 2009-05).
  The FASB Accounting Codification and the Hierarchy of
    Generally Accepted Accounting Principles. The Hierarchy of Generally Accepted Accounting
    Principles, tm
 33




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Subsequent
    Events.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    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))
  Internal Control Over Financial
    Reporting.
     34




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Item 9B.
    Other
    Information   35




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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   36




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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, 2010

$
177,000


$
19,000


$
(126,000
)


$8,000


$
78,000Fiscal year ended March 31, 2009

$
82,000


$
341,000


$
(245,000
)


$(1,000
)

$
177,000       Number

Description3
.1

Amended & Restated By Laws of Uroplasty, Inc. (Incorporated
    by reference to Exhibit 3.1 to Registrants Form 8-K filed
    dated November 20, 2009)3
.2

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))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)* 37




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##### Table of Contents



Number

Description10
.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*

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
.8*

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
.9*

2006 Amended Stock and Incentive Plan (Incorporated by reference
    to the copy attached as Appendix A to the Companys
    Definitive Proxy Statement filed on July 25, 2008)10
.10

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
.11

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
.12

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
.13

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
.14

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
.15

Business Loan Agreement and related Promissory Note dated
    October 30, 2009 with Venture Bank (Incorporated by reference to
    Exhibit 10.17 to Registrants Form 10-Q filed November 2,
    2009)14
.1

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

Description13


Financial Statements21
.0

List of Subsidiaries24
.1

Power of Attorney23
.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  38




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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)

May 28, 2010/s/  Mahedi
    A. JiwaniMahedi
    A. Jiwani

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

May 28, 2010/s/  R.
    Patrick Maxwell*R.
    Patrick Maxwell

Chairman of the Board of Directors

May 28, 2010/s/  Thomas
    E. Jamison*Thomas
    E. Jamison

Director

May 28, 2010/s/  Lee
    A. Jones*Lee
    A. Jones

Director

May 28, 2010/s/  James
    P. Stauner*James
    P. Stauner

Director

May 28, 2010/s/  Sven
    A. Wehrwein*Sven
    A. Wehrwein

Director

May 28, 2010   *
    
    Mahedi A. Jiwani, by signing his name hereto, does hereby sign
    this document on behalf of each of the above named directors of
    the registrant pursuant to powers of attorney duly executed by
    such persons. 39