UPI Uroplasty Common Stock

CUSIP NO. 917277204

 NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
 Only)
 1

 Michael A. Roth and Brian J. Stark, as joint filers
 pursuant to Rule 13d-1(k).

 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) |X|
 (b) |_|

 3 SEC USE ONLY

 4 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States of America

 NUMBER OF SOLE VOTING POWER
 5
 SHARES 0

 BENEFICIALLY SHARED VOTING POWER
 6
 OWNED BY EACH 1,232,714 shares of Common Stock (See
 Item 4)

 REPORTING SOLE DISPOSITIVE POWER
 7
 0
 PERSON WITH
 SHARED DISPOSITIVE POWER
 8
 1,232,714 shares of Common Stock (See
 Item 4)

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 PERSON
 9
 1,232,714 shares of Common Stock (See Item 4)

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES [X]
 10

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 11
 9.2% (See Item 4)

 TYPE OF REPORTING PERSON
 12
 IN

CUSIP NO. 917277204


Item 1(a). Name of Issuer:

 Uroplasty, Inc. (the "Issuer").

Item 1(b). Address of Issuer's Principal Executive Offices:

 5420 Feltl Road
 Minnetonka, Minnestoa 55343

Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office
 and Citizenship:

 This Amendment No. 3 to Schedule 13G is being filed on behalf
 of Michael A. Roth and Brian J. Stark, as joint filers
 (collectively, the "Reporting Persons").

 The Reporting Persons have entered into a Joint Filing
 Agreement, a copy of which is filed with this Amendment No. 3
 to Schedule 13G as Exhibit 1, pursuant to which the Reporting
 Persons have agreed to file this Schedule 13G jointly in
 accordance with the provisions of Rule 13d-1(k) of the
 Securities Exchange Act of 1934, as amended (the "Exchange
 Act").

 The principal business office of the Reporting Persons is
 3600 South Lake Drive, St. Francis, WI 53235. The Reporting
 Persons are citizens of the United States of America.

Item 2(d). Title of Class of Securities:

 Common Stock, par value $0.01 per share (the "Common Stock")

Item 2(e). CUSIP Number:

 917277204

Item 3. Not applicable.

Item 4. Ownership.

 (a) Amount beneficially owned:

 1,232,714 shares of Common Stock*

 (b) Percent of class:

 Based on 14,946,540 shares of Common Stock outstanding as
 of October 31, 2009 as indicated in the Issuer's
 Quarterly Report on Form 10-Q for the period ended
 September 30, 2009, the Reporting Persons hold
 approximately 8.2% of the issued and outstanding Common
 Stock of the Issuer.

 (c) Number of shares to which such person has:

 (i) Sole power to vote or direct the vote: 0

 (ii) Shared power to vote or direct the vote:
 1,232,714 shares of Common Stock*

 (iii) Sole power to dispose or to direct the disposition
 of: 0

 (iv) Shared power to dispose of or direct the disposition
 of: 1,232,714 shares of Common Stock*

 *The Reporting Persons beneficially own an aggregate of
 1,232,714 shares of Common Stock. The foregoing amount of
 Common Stock and percentage ownership represent the combined
 indirect holdings of Michael A. Roth and Brian J. Stark. The
 Common Stock reported in this Schedule 13G does not include
 704,167 shares of Common Stock issuable upon the exercise of
 warrants held by the Reporting Persons. Such warrants held by
 the Reporting Persons are subject to conversion caps that
 preclude the holder thereof from utilizing its eercise rights
 to the extent that it would beneficially own (determined in
 accordance with Section 13(d) of the Exchange Act) in excess
 of 4.99% of the Common Stock, giving effect to such exercise.

 All of the foregoing represents an aggregate of 1,232,714
 shares of Common Stock held directly by SF Capital Partners
 Ltd. ("SF Capital"). The Reporting Persons direct the
 management of Stark Offshore Management LLC ("Stark Offshore")
 which acts as investment manager and has sole power to direct
 the management of SF Capital. Through Stark Offshore, the
 Reporting Persons possess voting and dispositive power over
 all of the foregoing shares. Therefore, for the purposes of
 Rule 13d-3 under the Exchange Act, the Reporting Persons may
 be deemed to be the beneficial owners of, but hereby disclaim
 such beneficial ownership of, the foregoing shares.

Item 5. Ownership of Five Percent or Less of a Class.

 Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another
 Person.

 Not applicable

Item 7. Identification and Classification of the Subsidiary Which
 Acquired the Security Being Reported By the Parent Holding
 Company.

 Not applicable

Item 8. Identification and Classification of Members of the Group.

 Not applicable

CUSIP NO. 917277204


Item 9. Notice of Dissolution of a Group.

 Not applicable

Item 10. Certification.

 By signing below I certify that, to the best of my knowledge
 and belief, the securities referred to above were not
 acquired and are not held for the purpose of or with the
 effect of changing or influencing the control of the issuer
 of the securities and were not acquired and are not held in
 connection with or as a participant in any transaction
 having that purpose or effect.



 SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2010



 /s/ Michael A. Roth
 Michael A. Roth


 /s/ Brian J. Stark
 Brian J. Stark

CUSIP NO. 917277204


 Exhibit 1
 JOINT FILING AGREEMENT



 In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
certain shares of Common Stock of Uroplasty, Inc. and further agree that this
Joint Filing Agreement shall be included as an exhibit to such joint filings

 The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.

 IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 16, 2010.



 /s/ Michael A. Roth
 Michael A. Roth


 /s/ Brian J. Stark
 Brian J. Stark