8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 24, 2006

UROPLASTY, INC.

(Exact name of registrant as specified in charter)

000-20989
(Commission File No.) 41-1719250
(IRS Employer Identification No.)

Minnesota
(State or other jurisdiction of incorporation or organization)

5420 Feltl Road
Minnetonka, Minnesota 55343
(Address of principal executive offices)

952-426-6140
(Registrant’s telephone number, including area code)

Not Applicable
(Former Name and Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.03 Amendments to Articles of Incorporation.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Amendment to Restated Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation.

     At our annual meeting of shareholders held on October 24, 2006, our shareholders approved an amendment to our Restated Articles of Incorporation increasing the number of authorized shares for issuance to 40,000,000 shares from 20,000,000 shares.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
3.3	Amendment to Restated Articles of Incorporation (filed herewith).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 25, 2006

UROPLASTY, INC.
By:	/s/ Mahedi A. Jiwani
	Mahedi A. Jiwani
	Vice President, Chief Financial Officer and Treasurer

-2-

EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT TO
RESTATED ARTICLES OF INCORPORATION OF
UROPLASTY, INC.

     The undersigned, being the Vice President, Chief Financial Officer and Treasurer of Uroplasty, Inc., a Minnesota corporation (the “Corporation”), in accordance with the Minnesota Business Corporation Act, does hereby certify that the Board of Directors, and a majority of all of the shareholders of the Corporation entitled to vote, adopted the following resolution on October 24, 2006:

AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

     RESOLVED: That Article III of the Restated Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

“ARTICLE 3- CAPITAL STOCK

     3.1 Authorized Shares. The aggregate number of shares that the corporation has authority to issue shall be Forty Million (40,000,000) shares of common stock. Such shares shall not have any par value except that they shall have a par value of one cent ($.01) per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of a corporation, and except that they shall have such par value as may be fixed by the corporation’s Board of Directors for the purpose of a statute or regulation requiring the shares of the corporation to have a par value.”

     IN WITNESS WHEREOF, the undersigned has hereunto affixed his signature.

/s/ Mahedi A. Jiwani  

Mahedi A. Jiwani 

Vice President, Chief Financial Officer and Treasurer