UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 2
 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.
  Minnesota
    
    41-1719250(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 5420 Feltl Road
Minnetonka, Minnesota 55413-2820   (952) 426-6140
 Title of class
    
    Name of Exchange on which registeredCommon Stock, $.01 par value
    
    NYSE Amex (fka The American Stock Exchange)
 o þ
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  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
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    Explanatory Note:




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PART III
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionDavid B. Kaysen
    
    
    60
    
    
    DirectorThomas E. Jamison
    
    
    49
    
    
    DirectorLee A. Jones
    
    
    53
    
    
    DirectorR. Patrick Maxwell
    
    
    66
    
    
    Chairman of the Board, DirectorJames P. Stauner
    
    
    55
    
    
    DirectorSven A. Wehrwein
    
    
    59
    
    
    DirectorMahedi A. Jiwani
    
    
    61
    
    
    Vice President, Chief Financial Officer and TreasurerSusan Hartjes Holman
    
    
    56
    
    
    Chief Operating Officer and SecretaryArie J. Koole
    
    
    46
    
    
    Controller, Managing Director, Dutch OperationsLarry Heinemann
    
    
    58
    
    
    Vice President, Global SalesMarc Herregraven
    
    
    45
    
    
    Vice President, Manufacturing
 David B. Kaysen .
 R. Patrick Maxwell,
 Thomas E. Jamison




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Lee A. Jones
 James P. Stauner
 Sven A. Wehrwein
 Mahedi A. Jiwani
 Susan Hartjes Holman
 Arie J. Koole
 Larry Heinemann




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Marc Herregraven
 Compliance With Section 16(a)
  Code Of Ethics
 www.uroplasty.com
 Changes in Procedures for Shareholder Nominees to our Board of Directors
  Our Audit Committee
  ITEM 11. EXECUTIVE COMPENSATION.
 Compensation Committee




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Executive Compensation




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Summary Compensation Table.
 Non-EquityIncentive
    
    
    AllPlan
    
    
    OtherStock
    
    
    Option
    
    
    Compen-
    
    
    CompenName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    sation
    
    
    -sation
    
    
    TotalPosition
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    ($)David Kaysen
    
    
    2010
    
    
    
    293,600
    
    
    
    15,000
    
    
    
    
    
    
    
    61,200
    
    
    
    32,296
    
    
    
    15,125
    
    
    
    417,221President and CEO(6)
    
    
    2009
    
    
    
    291,450
    
    
    
    
    
    
    
    18,900
    
    
    
    102,400
    
    
    
    31,259
    
    
    
    13,528
    
    
    
    457,537Mahedi A. Jiwani
    
    
    2010
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    18,360
    
    
    
    43,600
    
    
    
    4,624
    
    
    
    266,584Vice President, ChiefFinancial Officer andTreasurer
    
    
    2009
    
    
    
    198,500
    
    
    
    
    
    
    
    
    
    
    
    40,960
    
    
    
    46,449
    
    
    
    1,385
    
    
    
    287,294Susan Hartjes Holman
    
    
    2010
    
    
    
    198,800
    
    
    
    10,000
    
    
    
    
    
    
    
    24,480
    
    
    
    31,808
    
    
    
    5,511
    
    
    
    270,599Chief Operating
Officer
    
    
    2009
    
    
    
    197,350
    
    
    
    
    
    
    
    6,300
    
    
    
    20,480
    
    
    
    30,787
    
    
    
    1,376
    
    
    
    256,293
 
 (1)
    
    Represents discretionary bonuses granted with respect to fiscal 2010 performance after year
end.(2)
    
    Represents the grant date value of restricted stock granted on May 28, 2008 that vested six
months later.(3)
    
    Represents the full grant date fair value of the options as computed by Black-Scholes in the
year of grant. Details of the assumptions used in valuing these awards are set forth in Note
3, Shareholders Equity, to our audited financial statements included in our Annual Report on
Form 10-K for the fiscal year ended March 31, 2010. The amounts reflected does not
necessarily represent the annual amount we recognize as compensation expense for accounting
purposes because of such grants.(4)
    
    Represents cash bonuses earned under our Management Incentive Plan.(5)
    
    Represents employer discretionary 401(k) contributions and, for Mr. Kaysen, reimbursement for
premium for personal life and disability insurance as well. All other perquisites and
benefits for each named executive officer were less than $10,000 in the fiscal year reported.




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Outstanding Equity Awards at 2010 Fiscal Year End.
 Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    UnexercisedOptions
    
    
    Options
    
    
    Option(#)
    
    
    (#)
    
    
    Exercise
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Expiration DateDavid B. Kaysen
    
    
    300,000
    
    
    
    
    
    
    $
    2.50
    
    
    
    5/17/201650,000
    
    
    
    
    
    
    
    4.31
    
    
    
    7/2/201233,334
    
    
    
    16,666
    (1)
    
    
    3.15
    
    
    
    6/23/201333,333
    
    
    
    66,667
    (2)
    
    
    0.85
    
    
    
    6/4/2014Mahedi A. Jiwani
    
    
    100,000
    
    
    
    
    
    
    
    3.00
    
    
    
    11/14/201517,500
    
    
    
    
    
    
    
    2.65
    
    
    
    2/1/201420,000
    
    
    
    
    
    
    
    4.31
    
    
    
    7/2/201213,334
    
    
    
    6,666
    (1)
    
    
    3.15
    
    
    
    6/23/201310,000
    
    
    
    20,000
    (2)
    
    
    0.85
    
    
    
    6/4/2014Susan Hartjes Holman
    
    
    100,000
    
    
    
    
    
    
    
    5.19
    
    
    
    1/1/201512,500
    
    
    
    
    
    
    
    2.65
    
    
    
    2/1/201410,000
    
    
    
    
    
    
    
    4.31
    
    
    
    7/2/20126,666
    
    
    
    3,334
    (1)
    
    
    3.15
    
    
    
    6/23/201313,333
    
    
    
    26,667
    (2)
    
    
    0.85
    
    
    
    6/4/2014
 
 (1)
    
    Vested with respect to the remaining shares on June 24, 2010.(2)
    
    Vested with respect to half of the remaining shares on each of June 5, 2010 and will vest
with respect to the balance on June 5, 2011. Employment Agreements and Payments Upon Termination or Change in Control Provisions Employment
Agreements and Other Arrangements.
 David B. Kaysen
   Mahedi A. Jiwani.




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Susan Hartjes Holman .
   Definition of Good Cause, Without Good Cause and Change of Control.




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
    
    a majority of our Board no longer consists of individuals who were directors, or who
were appointed by directors or successors of directors, who served at the time of the
applicable agreement was executed;
 
    
    the acquisition of our securities that results in any person owning more than 50% of
either our outstanding voting securities or our common stock;
 
    
    a sale or other disposition of all or substantially all of the assets of our company
(with certain exceptions); or
 
    
    the approval by our shareholders of a complete liquidation or our dissolution
 Payments Made Upon Termination Due to Death or Disability.
 Acceleration of Stock Options Upon Change in Control.
 Director Compensation
    
    
    a $24,000 retainer for each member of the Board;
 
    
    annual fees of $4,000 for each member of the Compensation Committee, $5,000 to each
member of the Audit Committee and $2,000 for each member of the Nominating and Corporate
Governance Committee; and
 
    
    annual fees (in addition to the Board retainer and committee fees) of $8,000 for the
Non-Executive Chairman of the Board, $5,000 to the Audit Committee Chair, $4,000 for the
Compensation Committee Chair and $2,000 for the Nominating and Corporate Governance
Committee Chair.




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Non-Employee Director Compensation .
 Fees Earned or Paid
    
    
    Stock OptionName
    
    in Cash
    
    
    Awards (1)
    
    
    TotalThomas E. Jamison
    
    $
    31,150
    
    
    $
    8,250
    
    
    $
    39,400Lee A. Jones
    
    
    20,650
    
    
    
    8,250
    
    
    
    28,900R. Patrick Maxwell
    
    
    31,100
    
    
    
    8,250
    
    
    
    39,350James P. Stauner
    
    
    23,050
    
    
    
    8,250
    
    
    
    31,300Sven A. Wehrwein
    
    
    28,100
    
    
    
    8,250
    
    
    
    36,350
 
 (1)
    
    Values expressed represents the grant date fair value of options to purchase 15,000 shares
of common stock, as computed using the Black-Scholes formula. For a description of the assumptions
in such calculation, see Note 3, Shareholders Equity, to our audited financial statements included
in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010. As of March 31, 2010,
each of Ms. Jones, Mr. Wehrwein and Mr. Stauner held options to purchase 60,000 shares of common
stock and each of Messrs. Jamison and Maxwell held options to purchase 45,000 shares.




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
  Number of SharesName and Address of Beneficial Owner
    
    Beneficially Owned
    
    

Percent of Common StockBeneficial Owners of More Than 5%CystoMedix, Inc.(1)
c/o Frank Harvey ESQ
7900 Xerxes Ave S, Suite 1500
Bloomington, Minnesota 55431
    
    
    1,387,144
    
    
    
    8.7
    %SF Capital Partners Ltd (2)
c/o Stark Offshore Management, LLC
3600 South Lake Drive
St. Francis, Wisconsin 53235
    
    
    1,232,714
    
    
    
    7.8
    %Perkins Capital Management (3)
730 East Lake Street
Wayzata, Minnesota 55391
    
    
    1,114,602
    
    
    
    6.9
    %Executive Officers and Directors(4)David B. Kaysen
    
    
    510,216
    
    
    
    3.1
    %Thomas E. Jamison
    
    
    93,100
    
    
    
    *Lee A. Jones
    
    
    67,100
    
    
    
    *R. Patrick Maxwell
    
    
    151,484
    
    
    
    *James P. Stauner
    
    
    67,100
    
    
    
    *Sven A. Wehrwein
    
    
    61,400
    
    
    
    *Larry Heinemann
    
    
    122,700
    
    
    
    *Susan Hartjes Holman
    
    
    492,925
    
    
    
    3.1
    %Mahedi A. Jiwani
    
    
    198,850
    
    
    
    1.2
    %Arie J. Koole
    
    
    50,766
    
    
    
    *Marc Herregraven
    
    
    98,200
    
    
    
    *All directors and executive officers as
a group (4)(11 Persons)
    
    
    1,913,841
    
    
    
    11.2
    %
 
 *
    
    Less than 1%.(1)
    
    Based on an amendment to Schedule 13G filed February 15, 2008.(2)
    
    Based on an amendment to Schedule 13G filed February 16, 2010.
Excludes 704,167shares of common stock underlying warrants that were
subject to exercise caps that precluded the holder from exercising to
the extent that it would beneficially own in excess of 4.9% of our
outstanding common stock, of which warrants to purchase 500,000 shares
expired in April 2010, and warrants to purchase 204,167 shares were
exercised in May 2010. Michael A. Roth and Brian J. Stark are the
managing members of Stark Offshore Management, LLC, which acts as
investment manager and has sole power to direct the management of SF
Capital Partners. Messrs. Roth and Stark disclaim beneficial ownership.(3)
    
    Based on an amendment to Schedule 13G filed February 1, 2010. Richard
C. Perkins is Executive Vice President and Portfolio Manager of
Perkins Capital Management a registered investment advisor. Includes
282,500 shares underlying exercisable warrants as of the date of the
Schedule 13G, of which 80,000 expired in April 2010 and 202,500 were
exercised in May 2010.




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(4)
    
    Includes for Mr. Kaysen 466,666 shares, for Mr. Jamison 45,000 shares,
for Ms. Jones 60,000 shares, for Mr. Maxwell 45,000 shares, for Mr.
Stauner 60,000 shares, for Mr. Wehrwein 60,000 shares, for Mr.
Heinemann 70,000 shares, for Ms. Holman 159,166 shares, for Mr. Jiwani
177,500 shares, for Mr. Koole 45,000 shares, for Mr. Herregraven
85,000 and for all officers and directors as a group 1,273,332 shares
that may be acquired upon exercise of options that were exercisable
on, or became exercisable within 60 days of, June 14, 2010. Also
includes for Mr. Kaysen 20,300 shares, for Mr. Heinemann 5,100 shares,
for Ms. Holman 5,100 shares, for Mr. Jiwani 7,100 shares, for Mr.
Koole 4,100 shares and for Mr. Herregraven 5,100 shares of restricted
stock subject to risk of forfeiture upon termination of employment.  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Certain Relationships and Related Transactions.
   Director Independence.
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
  Fiscal Year 2009
    
    
    Fiscal Year 2010Audit Fees (1)
    
    $
    126,363
    
    
    $
    125,312Audit-Related Fees(2)
    
    
    3,120
    
    
    
    6,450Tax Fees (3)
    
    
    30,613
    
    
    
    13,971Total
    
    $
    160,096
    
    
    $
    145,733
 
 (1)
    
    Audit fees consist of fees for the audit of our annual consolidated financial statements,
review of our interim consolidated financial statements, services rendered relative to regulatory
filings and attendance at Audit Committee meetings.(2)
    
    Audit-related fees are principally for technical accounting research.




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(3)
    
    Tax fees principally consist of fees for the preparation of tax returns and advice on tax
audit.  Pre-Approval Process




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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)*




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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)13


Financial Statements (Filed with the first filing of this Form 10-K on May 28, 2010)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)21
.0

List of Subsidiaries (Filed with the first filing of this Form 10-K on May 28, 2010)23
.1

Consent of Independent Registered Public Accounting
    Firm  Grant Thornton LLP (Filed with the first filing
of this Form 10-K on May 28, 2010)24
.1

Power of Attorney (Filed with the first filing of this Form 10-K on May 28, 2010)   *
    
    Management contract, compensation plan or arrangement    Number

Description31


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




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SIGNATURES
  Dated: February 22, 2011
    UROPLASTY, INC.By
    /s/   David B. KaysenDavid B. KaysenPresident and Chief Executive Officer  Name
    
    Title / Capacity/s/ David B. Kaysen

David B. Kaysen
    
    President, Chief Executive Officer and
Director (Principal Executive Officer)
    
    Dated: February 22, 2011/s/ Mahedi A. Jiwani

Mahedi A. Jiwani
    
    Vice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer)
    
    Dated: February 22, 2011R. Patrick Maxwell*
    
    Chairman of the Board of DirectorsThomas E. Jamison*
    
    DirectorLee A. Jones*
    
    DirectorJames P. Stauner *
    
    DirectorSven A. Wehrwein*
    
    Director
 *By
    
    /s/ Mahedi A. Jiwani

Mahedi A. Jiwani, Attorney in Fact
    
    Dated: February 22, 2011