UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-KSB/A

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

For the Fiscal Year Ended March 31, 2005

Commission File No. 000-20989

UROPLASTY, INC.

2718 Summer Street NE
Minneapolis, Minnesota 55413-2820
(Address of principal executive offices)

(612) 378-1180
(Issuer’s telephone number, including area code)

     Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par value (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     YES þ          NO o

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. þ

Issuer’s revenues for its most recent fiscal year: $6,657,726

The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold or the average bid and asked prices of such stock as of June 1, 2005 was $18,023,072.

The number of shares outstanding of the issuer’s only class of common stock on June 1, 2005 was 6,846,739.

Documents Incorporated By Reference: None.

Transitional Small Business Disclosure Format:

     YES o          NO þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

     YES o          NO þ

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EXPLANATORY NOTE

This amendment to our Form 10-KSB for the fiscal year ended March 31, 2005 is being filed to amend Part III of the Form 10-KSB initially filed with the SEC on June 29, 2005, solely to include the information called for by Items 9, 10, 11,12 and 14 of Part III. No other information in the initially filed Form 10-KSB is amended hereby. In addition, this amendment contains currently-dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

Except for the foregoing amended information, this Form 10-KSB/A does not modify or update other disclosures contained in the initially filed Form 10-KSB.

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PART III

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

Management

The following table sets forth the name, age and position of each of our executive officers and directors:

Daniel G. Holman has served as Chairman of our Board since February 1994 and as our Chief Financial Officer since February 2001. He served as our President and Chief Executive Officer From February 1994 to December 2004, and as our Chief Financial Officer from June 1996 to November 1999. He was Executive Vice President of Bioplasty, Inc. (our former parent) from 1973 to 1985, its President from 1985 to 1987, and Secretary from 1986 to March 1992. Mr. Holman was Chairman of the Board of Bioplasty, Inc. from March 1992, and President and CEO from February 1993 to December 2001. He served as Chairman of the Board and Chief Executive Officer of Bio-Vascular, Inc. from June 1988 to September 1991 and served as a director of Genetic Laboratories Wound Care, Inc. from February 1988 until July 1993, and as Vice President from February 1988 through November 1992. Mr. Holman holds a B.A. in Biology from St. Cloud State University.

Sam B. Humphries has served as our President and Chief Executive Officer since January 2005 and as a director since April 2003. He has more than 25 years of healthcare and medical device industry experience. Most recently, he was a founding partner of Ascent Medical Technology Fund L.P., a venture capital fund. Prior to that, Mr. Humphries was President and Chief Executive Officer of American Medical Systems, Inc., where he was an investor and part of a leveraged buy out group (spin-off) from Pfizer. Before joining AMS, Mr. Humphries was President and Chief Executive Officer of Optical Sensors, Inc., a medical start-up company he guided from start-up through its initial public offering. Prior to OSI, Mr. Humphries was with AMS during its formative years where he first served as Vice President of World Wide Sales and Marketing and then as President and Chief Executive Officer. Earlier, he served in several management positions with the Medical Systems Group of General Electric Company. Mr. Humphries has also served as a director of numerous private and public companies, including as director of Health Industry Manufacturers Association (HIMA, now AdvaMed), Inlet Medical, Inc., Universal Hospital Services, Inc. and the Ascent Medical Technology Fund.

Joel R. Pitlor became a director of our company in February 1994. He served as a director of Bioplasty, Inc. from January 1989 until May 1996. For over sixteen years, he has been the owner and manager of a management consulting firm. Mr. Pitlor is presently a director of Precision Optics Corporation, which is publicly held. Mr. Pitlor holds a B.S. from MIT and serves as personal advisor to several CEOs.

R. Patrick Maxwell became a director of our company in April 1994. Mr. Maxwell has over 30 years of experience as a turn around management specialist, an entrepreneur and executive in both the business and non-profit sectors. Mr. Maxwell is cofounder and a director of Telnet Services Limited of Auckland, New Zealand since September 1995, cofounder and Chief Financial Officer of Tele Resources, Inc. since October 1996 and Chief Financial Officer of Magnum Tire Corporation since March 2003. Mr. Maxwell has served on numerous boards of directors of both business and charitable organizations. He has a B.A. in philosophy from St. John’s University and a J.D. from Northwestern University School of Law.

Thomas E. Jamison became a director of our company in August 2000. Mr. Jamison is a shareholder of Fruth, Jamison & Elsass, P.A., a business litigation firm in Minneapolis, Minnesota. From 1996 to 1999, Mr. Jamison served as an investment banker in the Corporate Finance Department of R.J. Steichen & Company. From 1991 to 1996, Mr. Jamison practiced law at Fruth & Anthony, P.A. in Minneapolis. Mr. Jamison graduated magna cum laude from William Mitchell College of Law in 1991.

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Susan Hartjes Holman has served as our Chief Operating Officer since November 2002 and as Secretary since September 1996. She served as our Vice President of Operations and Regulatory Affairs from November 1994 to October 2002. She joined Bioplasty, Inc. in September 1991 as Director of Operations and served as Vice President of Operations and Regulatory Affairs from April 1993 until May 1996. Ms. Holman was Director of Operations at Bio-Vascular, Inc. in St. Paul, Minnesota from November 1989 to September 1991. Prior to that time, she served at various other pharmaceutical and medical device companies in management positions in manufacturing, quality assurance, and research. Ms. Holman has B.A. degrees in Biology-Microbiology and Biomedical Science from St. Cloud State University, and has done graduate work in the biological sciences. Ms. Holman is a Senior Member and a Certified Quality Auditor of the American Society for Quality, has served several years on its Executive Committee and subcommittees, and is a member of the Regulatory Affairs Professionals Society and its Ethics Task Force, and the Henrici Society for Microbiologists. She has served on several national and international scientific and regulatory committees, and is a cofounder for the Biomedical Focus Conference and the Biomedical Consortium, Minneapolis, Minnesota.

Larry Heinemann joined us in September 1998 as Director of Sales for North and South America. In July 1999, Mr. Heinemann was promoted to Vice President of Sales and Marketing and in August 2001, he was appointed as Vice President of Marketing & Corporate Development. In August 2003, he was again appointed to his current position as our Vice President of Sales and Marketing. From January 1996 to September 1998, he was employed by the Bard Medical Division in the positions of Territory Manager and Sales Training. From May 1987 to January 1996, Mr. Heinemann was employed by the Bard Urological Division in various positions of Sales Consulting and Training Management. Prior to that time, Mr. Heinemann was employed by surgical device divisions of Squibb and Sterling Drug in various sales management positions. Mr. Heinemann holds a B.S. in marketing and personnel management from the School of Business of Eastern Illinois University. He is a member of the Society of Urological Nursing Association, and served on the Board as an Industry Liaison for the Upper Midwest Chapter.

Arie J. Koole joined Bioplasty B.V. in May 1993 as Financial Manager in The Netherlands. Since January 2000, he has been the Managing Director of our subsidiaries in The Netherlands. In June 1996, Mr. Koole was appointed as Director of Finance and in January 2000, Mr. Koole was appointed as our Controller. From 1987 to 1993, Mr. Koole was a financial auditor with the international accounting firm Deloitte & Touche in The Netherlands. Mr. Koole has a bachelors degree in Business Economics.

Marc M. Herregraven has served as our Vice President of Manufacturing since November 2002. He joined Bioplasty, Inc. in April 1992 as Plant Manager, and became Director of Manufacturing in 1994 and Director of Operations in 1999. Previously, he served with Advanced Bio-Surfaces, Inc., a Minnesota-based medical device developer, as Director of Manufacturing, and with Bio-Vascular, Inc., a Minnesota-based medical device manufacturer, in an engineering function. Mr. Herregraven has a B.S. in Mechanical Engineering and has been a member of the American Society for Quality since 1996.

Mr. Holman and Ms. Hartjes Holman became husband and wife in 1999.

Board Composition

Our board of directors currently consists of five directors and is divided into three classes. The members of each class serve for a three-year term. At each annual meeting of shareholders, a class of directors will be elected for a three-year term.

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Corporate Governance

Compensation Committee

The members of our Compensation Committee are Messrs. Pitlor, Maxwell and Jamison. The function of the Compensation Committee is to set the compensation for officers, to set the terms of and grants of awards under our stock option plans and to act on other matters relating to compensation as the committee deems appropriate.

Audit Committee

The members of our Audit Committee are Messrs. Maxwell and Jamison. The Audit Committee assists the board by reviewing the integrity of our financial reporting processes and systems of internal controls, the qualifications, independence and performance of our independent registered public accounting firm and our compliance with certain legal and regulatory requirements. Our Audit Committee has the sole authority to retain, compensate, oversee and terminate our independent registered public accounting firm. The Audit Committee reviews our annual audited consolidated financial statements, quarterly consolidated financial statements and filings with the SEC. The Audit Committee reviews reports on various matters, including our critical accounting policies, significant changes in our selection or application of accounting principles and our internal control processes. The Audit Committee also pre-approves all audit and non-audit services performed by our independent registered public accounting firm.

Our board of directors has determined that both members of the Audit Committee are “independent” directors under SEC rules. In fiscal 2004, our board of directors determined that neither of the Audit Committee members satisfied the SEC requirements of an “audit committee financial expert.” Upon reconsideration, however, our board of directors has determined that Mr. Maxwell qualifies as an “audit committee financial expert” under the rules of the SEC.

Board Nominations

We have no standing nominating committee or specific policies or procedures for nomination of board candidates. If the board determines to seek additional candidates in the future, it may create a nominating committee. The board expects that it, or any nominating committee, would identify and qualify new candidates for directors based primarily on the following criteria:

	•		judgment, character, expertise, skills and knowledge useful to the oversight of our business;
	•		diversity of viewpoints, backgrounds, experiences and other demographics;

	•		business or other relevant experience; and
	•		the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other directors will build a board of directors that is effective, collegial and responsive to our needs.

If the board considers additional director candidates in the future, the board intends to consider the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met in order for a candidate to be recommended as a nominee. However, the board does believe that all its members should have (i) the highest character and integrity, (ii) sound business judgment and an inquiring mind as well as expertise that adds to the composition of the board of directors, (iii) professional experience, education and interest in, and capacity for understanding the complexities of, our operations, (iv) a reputation for working constructively with others, (v) sufficient time to devote to board of directors’ matters and (vi) no conflict of interest that would interfere with performance as a director.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Controller and other finance organization employees. The Code of Ethics is publicly available as an exhibit to our Annual Report on Form 10-KSB for the year ended March 31, 2004.

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ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth, in summary form, the compensation earned in fiscal years 2005, 2004 and 2003 by our current and former Chief Executive Officer and each of the other four most highly compensated executive officers (whom we refer to collectively as the “named executive officers”).

Summary Compensation Table

(1) Effective January 1, 2005, Mr. Humphries was appointed our President and Chief Executive Officer.

(2) Mr. Holman resigned as our President and Chief Executive Officer effective January 1, 2005. Mr. Holman continues to serve as a director and as Chief Financial Officer.

(3) We terminated the services of Mr. Harris after the end of fiscal 2005.

Option Grants in Fiscal 2005

The following table sets forth information concerning option grants granted to each of the named executive officers during fiscal year 2005. The outstanding options listed below may be exercised only upon the vesting of the options. Mr. Humphries’ options vest in one-quarter installments over a three-year period beginning in January 2005. Mr. Holman’s options vested 50% in January 2005 and will vest 25% in each of January 2006 and 2007. The options granted to each of the other named executive officers vest 50% on each of December 21, 2005 and 2006.

Option Grants in Fiscal 2005

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										Number of Securities Underlying								Value of Unexercised
										Unexercised								In-the-Money
										Options at Fiscal Year End (#)								Options at Fiscal Year End ($)
		Shares				Value
		Acquired				Realized
Name		on Exercise				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Sam B. Humphries			—				—				168,000				312,000			$	88,100			$	20,400
Daniel G. Holman			—				—				110,000				70,000			$	132,000			$	57,000
Susan Hartjes Holman			—				—				71,500				53,500			$	83,900			$	45,600
Arie J. Koole			—				—				55,666				41,000			$	78,732			$	45,600
Christopher Harris			—				—				55,666				41,000			$	78,732			$	45,600
Larry Heinemann			—				—				68,166				53,500			$	78,732			$	45,600

At our 2005 annual meeting of shareholders, we are seeking shareholder approval of the following amendments to our 2002 Stock Option Plan:

	•		increasing the total number of shares of common stock issuable under the plan to 990,000 shares from 650,000 shares;
	•		extending the last date on which we can grant options under the plan to July 31, 2010;
	•		allowing the grant of incentive stock options with exercise terms of up to 10 years but only to individuals who do not own 10% or more of our common stock on the date of grant;
	•		giving complete discretion to our Compensation Committee to set the grant terms and conditions for the exercise of options after an employee terminates employment with us, becomes disabled or dies; and
	•		changing the definition of a change of control of our company.

     The following table shows how many shares of our common stock were beneficially owned as of July 8, 2005, by (i) each person known to us to be the beneficial owner of more than five percent of our common stock, (ii) each director, (iii) each of our named executive officers and (iv) all directors and executive officers as a group. Unless otherwise noted, to our knowledge, the shareholders listed in the table have sole voting and investment power with respect to the shares of common stock owned by them.

						Percent of
		Number of Shares				Common Stock
Name of Beneficial Owner		Beneficially Owned				Outstanding
SF Capital Partners Ltd. (1)			1,000,000				14.6	%
Bruce Mindich, M.D. (2)			841,927				12.3	%
Bonanza Master Fund, Ltd. (3)			571,428				8.3	%
Heartland Advisors, Inc. (4)			500,000				7.3	%
Daniel G. Holman (5)			524,899				7.4	%
Susan Hartjes Holman (6)			524,899				7.4	%
R. Patrick Maxwell (7)			112,584				1.6	%
Joel R. Pitlor (8)			117,667				1.7	%
Sam B. Humphries (9)			168,000				2.4	%
Thomas E. Jamison (10)			89,100				1.3	%
Larry Heinemann (11)			80,916				1.2	%
Arie J. Koole (12)			65,332				*
All directors and executive officers as group (13)			1,214,498				15.9	%

Number		Description
2.1		First Amended Joint Plan of Reorganization (Modified) of the Company dated January 31, 1994 (Filed as Exhibit 8.1 to Form 10-SB)
3.1		Articles of Incorporation of Uroplasty, Inc. (Filed as Exhibit 2.1 to Form 10-SB)
3.2		Bylaws of Uroplasty, Inc. (Filed as Exhibit 2.2 to Form 10-SB)
4.1		Form of Stock Certificate of the Company representing shares of the Company’s Common Stock (Filed as Exhibit 3.1 to Form 10-SB)
10.1		Settlement Agreement and Release dated November 30, 1993 by and between Bioplasty, Inc., Bio-Manufacturing, Inc., Uroplasty, Inc., Arthur A. Beisang, Arthur A. Beisang III, MD and Robert A. Ersek, MD (Filed as Exhibit 6.1 to Form 10-SB)
10.2		Purchase and Sale Agreement dated December 1, 1995 by and among Bio-Vascular, Inc., Bioplasty, Inc., and Uroplasty, Inc. (Filed as Exhibit 6.2 to Form 10-SB)
10.3		License Agreement dated December 1, 1995 by and between Bio-Vascular, Inc. and Uroplasty, Inc. (Filed as Exhibit 6.3 to Form 10-SB)
10.4		Lease Agreement dated January 10, 1995 between Summer Business Center Partnership and Uroplasty, Inc. (Filed as Exhibit 6.4 to Form 10-SB)
10.5		Unsecured $640,000 Promissory Note dated March 30, 1994 by and between Bioplasty, Inc., Uroplasty, Inc. and Bioplasty Product Claimants’ Trust (Filed as Exhibit 6.5 to Form 10-SB)
10.6		Agreement and Satisfaction dated January 30, 1995 by and between Bioplasty Product Claimants’ Trust and Bioplasty, Inc. (Filed as Exhibit 6.6 to Form 10-SB)
10.7		Asset Sale and Satisfaction of Debt Agreement dated June 23, 1995 by and between Bioplasty, Inc. and Uroplasty, Inc. (Filed as Exhibit 6.7 to Form 10-SB)
10.8		Executory Contract Assumption Stipulation dated December 28, 1993 by and between Bioplasty, Inc., Uroplasty, Inc., and Collagen Corporation (Filed as Exhibit 6.8 to Form 10-SB)
10.9		Settlement and License Agreement dated July 23, 1992 by and between Collagen Corporation, Bioplasty, Inc., and Uroplasty, Inc. (Filed as Exhibit 6.9 to Form 10-SB)
10.10		Employment Agreement between Uroplasty, Inc. and Daniel G. Holman dated December 7, 1999. (Filed as Exhibit 10.10 to Form 10-KSB/03-31-2000.)

Number		Description
10.11		Employment Agreement between Uroplasty, Inc. and Christopher Harris dated December 7, 1999. (Filed as Exhibit 10.11 to Form 10-KSB/03-31-2000.)
10.12		Employment Agreement between Uroplasty, Inc. and Susan Holman dated December 7, 1999. (Filed as Exhibit 10.13 to Form 10-KSB/03-31-2000.)
10.13		Employment Agreement between Uroplasty, Inc. and Larry Heinemann dated December 7, 1999. (Filed as Exhibit 10.14 to Form 10-KSB/03-31-2000.)
10.14		Agreement, dated October 14, 1998, by and between Uroplasty, Inc. and Samir M. Henalla (pertaining to Macroplastique Implantation System). (Filed as Exhibit 10.15 to Form 10-KSB/A /03-31-2001)
10.15		Employment Agreement between Uroplasty, Inc. and Mr. Marc Herregraven dated November 15, 2002. (Filed as Exhibit 10.15 to Form 10-KSB/03-31-2003)
10.16		Consulting Agreement between Uroplasty, Inc. and Executive Advisory Group dated April 1, 2003. (Filed as Exhibit 10.16 to Form 10-KSB/03-31-2003)
10.17		Stock Option Agreement between Uroplasty, Inc. and Executive Advisory Group dated April 1, 2003. (Filed as Exhibit 10.17 to Form 10-KSB/03-31-2003)
10.18		Consulting Agreement between Uroplasty, Inc. and CCRI Corporation dated April 1, 2003. (Filed as Exhibit 10.18 to Form 10-KSB/03-31-2003)
10.19		Manufacturing and Distribution Agreement with CL Medical SAS dated September 2, 2004 (Filed as Exhibit 10.19 to Form 10-QSB/09-30-2004)
10.20		Employment Agreement with Sam B. Humphries dated January 1, 2005 (Filed as Exhibit 10.1 to Form 10-QSB/12-31-2004)
10.21		Employment and Consulting Agreement with Daniel G. Holman dated January 1, 2005 (Filed as Exhibit 10.2 to Form 10-QSB/12-31-2004)
10.22		Exclusive Manufacturing and Distribution Agreement with Cystomedix, Inc. dated April 18, 2005 (Filed as Exhibit 10.19 to Form 8-K/04-18-2005)
10.23		(Form of) Securities Purchase Agreement dated April 21, 2005 (Filed as Exhibit 10.20 to Form 8-K/04-26-2005)
10.24		(Form of) Warrant (Filed as Exhibit 10.21 to Form 8-K/04-26-2005)
10.25		(Form of) Registration Rights Agreement dated April 21, 2005 (Filed as Exhibit 10.22 to Form 8-K/04-26-2005)
16		Letter re Change in Certifying Accountant, dated July 29, 2004 (Filed as Exhibit 16 to Form 10-KSB/03-31-2004)

Number		Description
10.26*		Business Loan Agreement and related Promissory Note dated March 24, 2005 with Venture Bank
13*		Financial Statements
21*		Subsidiaries of the Company
23.1*		Consent of Independent Registered Public Accounting Firm – McGladrey & Pullen, LLP
23.2*		Consent of Independent Registered Public Accounting Firm – KPMG LLP
31		Certifications by the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		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

     Our Audit Committee has not yet selected our independent registered public accounting firm for the fiscal year ending March 31, 2006. McGladrey & Pullen, LLP served as our independent registered public accounting firm in fiscal year 2005 and has no relationship with us other than that arising from its employment as our independent registered public accounting firm.

Fees Incurred by the Company

     The following table shows the fees billed to us for the audit and other services provided by KPMG and McGladrey & Pullen, LLP for fiscal years 2005 and 2004.

		2005				2004
Audit Fees (KPMG) (1)		$	7,000			$	105,500
Audit-Related Fees (2)			—				20,000
Tax Fees (3)			—				9,000
Audit Fees (McGladrey) (1)			147,243				—
Audit Related Fees (2)			9,645				—

     Our Audit Committee determined that the provision of these non-audit services was compatible with maintaining the independence of McGladrey & Pullen and KPMG and pre-approved the expenditure of these fees.

Dated: August 3, 2005		UROPLASTY, INC.
		By		/s/ Sam B. Humphries
		Sam B. Humphries
		President and Chief Executive Officer

Name		Title / Capacity		Date
/s/ Sam B. Humphries		President, Chief Executive Officer and		August 3, 2005
Sam B. Humphries		Director (Principal Executive Officer)
/s/ Daniel G. Holman		Chief Financial Officer and		August 3, 2005
Daniel G. Holman		Director (Principal Financial and Accounting Officer)
/s/ Joel R. Pitlor		Director		August 3, 2005
Joel R. Pitlor
/s/ R. Patrick Maxwell		Director		August 3, 2005
R. Patrick Maxwell
/s/ Thomas E. Jamison		Director		August 3, 2005
Thomas E. Jamison