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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

Quarterly Report Under section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2003

Commission File No. 000-20989

UROPLASTY, INC.

(Name of Small Business Issuer in its Charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota, U.S.A.                                              |  | 41-1719250                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

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 [X]   NO [  ]

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 August 1, 2003 was $11,374,229.

The number of shares outstanding of the issuers only class of common stock on August 1, 2003 was 4,527,672.

Transitional Small Business Disclosure Format:

YES [  ]  NO [X]



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|                                              |                                                                    |  |  |  |  |  |  | 
|--------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                
|                                              | ITEM 1. FINANCIAL STATEMENTS                                      
|                                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
|                                              | ITEM 3. CONTROLS AND PROCEDURES.                                  
|PART II. OTHER INFORMATION                   
|                                              | ITEM 2. CHANGES IN SECURITIES                                     
|                                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                         
|SIGNATURES                                   
|EX-31 Certifications by CEO/CFO - Section 302
|EX-32 Certifications by CEO/CFO - Section 906
|EX-99.1 Press Release                        



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PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

|       |                                     |                           |   |               |           |                |  |           |           | 
|------ | ----------------------------------- | ------------------------- | - | ------------- | --------- | -------------- |  | --------- | --------- | 
|       |                                     |                           |   | June 30, 2003 |           | March 31, 2003
|       |                                     |                           |   |               |           |               
|Assets |                                     |                           |   |               |           |                |  |          
|       | Current assets:                     |                           |   |               |           |                |  |           |          
|       |                                     | Cash and cash equivalents |   | $             | 3,197,129 |                |  |           | 3,375,981 | 
|       |                                     | Accounts receivable, net  |   |               | 865,123   |                |  |           | 969,556   | 
|       |                                     | Inventories               |   |               | 524,754   |                |  |           | 455,114   | 
|       |                                     | Other                     |   |               | 229,389   |                |  |           | 188,192   | 
|       |                                     |                           |   |               |           |                |  |          
|       | Total current assets                |                           |   | 4,816,395     |           |                |  | 4,988,843 |          
|       | Property, plant, and equipment, net |                           |   | 868,473       |           |                |  | 833,234   |          
|       | Intangible assets, net              |                           |   | 47,927        |           |                |  | 48,214    |          
|       |                                     |                           |   |               |           |                |  |          
|       | Total assets                        |                           | $ | 5,732,795     |           |                |  | 5,870,291 |          
|       |                                     |                           |   |               |           |                |  |          

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |           |            |  
|------------------------------------ | ------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------- | ---------- | -------------- |  | --------- | ---------- | -
|                                     |                                            |                                                                                                                                                                    |   | June 30, 2003 |            | March 31, 2003
|                                     |                                            |                                                                                                                                                                    |   |               |            |               
|Liabilities and Shareholders Equity |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Current liabilities:                       |                                                                                                                                                                    |   |               |            |                |  |           |           
|                                     |                                            | Accounts payable                                                                                                                                                   |   | $             | 278,939    |                |  |           | 199,673    |  
|                                     |                                            | Income tax payable                                                                                                                                                 |   |               | 78.608     |                |  |           |           |  
|                                     |                                            | Accrued liabilities                                                                                                                                                |   |               | 288,128    |                |  |           | 349,937    |  
|                                     |                                            | Current maturities  long-term debt                                                                                                                                |   |               | 39,569     |                |  |           | 37,502     |  
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Total current liabilities                  |                                                                                                                                                                    |   | 685,244       |            |                |  | 587,112   |           
|                                     | Long-term debt  less current maturities   |                                                                                                                                                                    |   | 478,412       |            |                |  | 462,787   |           
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Total liabilities                          |                                                                                                                                                                    |   | 1,163,656     |            |                |  | 1,049,899 |           
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Shareholders equity:                      |                                                                                                                                                                    |   |               |            |                |  |           |           
|                                     |                                            | Common stock $.01 par value;
20,000,000
shares authorized, 4,523,971 and
4,488,971 shares issued and
outstanding at June 30, 2003 and
March 31, 2003, respectively |   |               | 45,240     |                |  |           | 44,890     |  
|                                     |                                            | Additional paid-in capital                                                                                                                                         |   |               | 8,782,364  |                |  |           | 8,457,901  |  
|                                     |                                            | Accumulated deficit                                                                                                                                                |   |               | (3,613,275 | )              |  |           | (3,163,156 | )
|                                     |                                            | Vendor deposit                                                                                                                                                     |   |               | (108,000   | )              |  |           | (112,000   | )
|                                     |                                            | Deferred compensation                                                                                                                                              |   |               | (246,609   | )              |  |           |           |  
|                                     |                                            | Accumulated other comprehensive loss                                                                                                                               |   |               | (290,581   | )              |  |           | (407,243   | )
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Total shareholders equity                 |                                                                                                                                                                    |   | 4,569,139     |            |                |  | 4,820,392 |           
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          
|                                     | Total liabilities and shareholders equity |                                                                                                                                                                    | $ | 5,732,795     |            |                |  | 5,870,291 |           
|                                     |                                            |                                                                                                                                                                    |   |               |            |                |  |          

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                                            |                                       |   |                    |           |      |  |           |           |  
|------------------------------------------- | ------------------------------------- | - | ------------------ | --------- | ---- |  | --------- | --------- | -
|                                            |                                       |   | Three Months Ended
|                                            |                                       |   | June 30           
|                                            |                                       |   |                   
|                                            |                                       |   | 2003               |           | 2002
|                                            |                                       |   |                    |           |     
|Net sales                                   |                                       | $ | 1,359,589          |           |      |  | 1,309,099 |          
|Cost of goods sold                          |                                       |   | 405,587            |           |      |  | 419,714   |          
|                                            |                                       |   |                    |           |      |  |           |          
|Gross profit                                |                                       |   | 954,002            |           |      |  | 889,385   |          
|                                            |                                       |   |                    |           |      |  |           |          
|Operating expenses                          |                                       |   |                    |           |      |  |           |          
|                                            | General and administrative            |   |                    | 465,276   |      |  |           | 272,467   |  
|                                            | Research and development              |   |                    | 438,573   |      |  |           | 519,418   |  
|                                            | Selling and marketing                 |   |                    | 422,410   |      |  |           | 254,163   |  
|                                            |                                       |   |                    |           |      |  |           |          
|                                            |                                       |   | 1,326,259          |           |      |  | 1,046,048 |          
|                                            |                                       |   |                    |           |      |  |           |          
|Operating loss                              |                                       |   | (372,257           | )         |      |  | (156,663  | )        
|                                            |                                       |   |                    |           |      |  |           |          
|Other income (expense)                      |                                       |   |                    |           |      |  |           |          
|                                            | Interest income                       |   |                    | 10,509    |      |  |           | 12,865    |  
|                                            | Interest expense                      |   |                    | (5,844    | )    |  |           | (6,280    | )
|                                            | Foreign currency exchange gain (loss) |   |                    | (2,361    | )    |  |           | 420,020   |  
|                                            | Settlement                            |   |                    |          |      |  |           | 180,000   |  
|                                            | Other                                 |   |                    |          |      |  |           | (157      | )
|                                            |                                       |   |                    |           |      |  |           |          
|                                            |                                       |   | 2,304              |           |      |  | 606,448   |          
|                                            |                                       |   |                    |           |      |  |           |          
|Income (loss) before income taxes           |                                       |   | (369,953           | )         |      |  | 449,785   |          
|Income tax expense                          |                                       |   | 80,166             |           |      |  |          |          
|                                            |                                       |   |                    |           |      |  |           |          
|Net income (loss)                           |                                       | $ | (450,119           | )         |      |  | 449,785   |          
|                                            |                                       |   |                    |           |      |  |           |          
|Basic income (loss) per common share        |                                       | $ | (0.10              | )         |      |  | 0.19      |          
|Diluted income (loss) per common share      |                                       | $ | (0.10              | )         |      |  | 0.19      |          
|Weighted average common shares outstanding: |                                       |   |                    |           |      |  |           |          
|                                            | Basic                                 |   |                    | 4,483,971 |      |  |           | 2,343,249 |  
|                                            | Diluted                               |   |                    | 4,483,971 |      |  |           | 2,362,030 |  

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended June 30, 2003 and 2002
(Unaudited)

|                                                      |                                                                                          |                                |           |                    |         |      |           |         |         |  
|----------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------ | --------- | ------------------ | ------- | ---- | --------- | ------- | ------- | -
|                                                      |                                                                                          |                                |           | Three Months Ended
|                                                      |                                                                                          |                                |           | June 30,          
|                                                      |                                                                                          |                                |           |                   
|                                                      |                                                                                          |                                |           | 2003               |         | 2002
|                                                      |                                                                                          |                                |           |                    |         |     
|Cash flows from operating activities:                 |                                                                                          |                                |           |                    |         |      |           |        
|                                                      | Net income (loss)                                                                        |                                | $         | (450,119           | )       |      |           | 449,785 |        
|                                                      | Adjustments to reconcile net income (loss) to
net cash provided by (used in) operations: |                                |           |                    |         |      |           |         |        
|                                                      |                                                                                          | Depreciation and amortization  |           |                    | 37,354  |      |           |         | 54,502  |  
|                                                      |                                                                                          | Stock-based consulting expense |           |                    | 82,204  |      |           |         | 1,508   |  
|                                                      | Changes in operating assets and liabilities:                                             |                                |           |                    |         |      |           |         |        
|                                                      |                                                                                          | Accounts receivable            |           |                    | 104,433 |      |           |         | (98,640 | )
|                                                      |                                                                                          | Inventories                    |           |                    | (69,640 | )    |           |         | 3,809   |  
|                                                      |                                                                                          | Other current assets           |           |                    | (41,197 | )    |           |         | (62,218 | )
|                                                      |                                                                                          | Accounts payable               |           |                    | 79,266  |      |           |         | 64,372  |  
|                                                      |                                                                                          | Accrued liabilities            |           |                    | 16,799  |      |           |         | (51,571 | )
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Net cash provided by (used in) operating activities   |                                                                                          |                                | (240,900  | )                  |         |      | 361,547   |        
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Cash flows from investing activities:                 |                                                                                          |                                |           |                    |         |      |           |        
|                                                      | Payments for property, plant and equipment                                               |                                |           | (27,107            | )       |      |           | (29,206 | )      
|                                                      | Payments for intangible assets                                                           |                                |           | (5,167             | )       |      |           | (675    | )      
|                                                      |                                                                                          |                                |           |                    |         |      |           |         |        
|Net cash used in investing activities                 |                                                                                          |                                | (32,274   | )                  |         |      | (29,881   | )      
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Cash flows from financing activities:                 |                                                                                          |                                |           |                    |         |      |           |        
|                                                      | Repayment of long-term debt                                                              |                                |           | (9,794             | )       |      |           | (13,408 | )      
|                                                      | Net proceeds from issuance of stock                                                      |                                |           |                   |         |      |           | 28,515  |        
|                                                      | Deferred offering costs                                                                  |                                |           |                   |         |      |           | (37,499 | )      
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Net cash used in financing activities                 |                                                                                          |                                | (9,794    | )                  |         |      | (22,392   | )      
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Effect of exchange rates on cash and cash equivalents |                                                                                          |                                | 104,116   |                    |         |      | (127,112  | )      
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Net increase (decrease) in cash and cash equivalents  |                                                                                          |                                | (178,852  | )                  |         |      | 182,162   |        
|Cash and cash equivalents at beginning of period      |                                                                                          |                                | 3,375,981 |                    |         |      | 1,046,121 |        
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Cash and cash equivalents at end of period            |                                                                                          | $                              | 3,197,129 |                    |         |      | 1,228,283 |        
|                                                      |                                                                                          |                                |           |                    |         |      |           |        
|Supplemental disclosure of cash flow information:     |                                                                                          |                                |           |                    |         |      |           |        
|                                                      | Cash paid during the period for interest                                                 |                                | $         | 6,729              |         |      |           | 6,575   |        
|                                                      | Cash paid during the period for income taxes                                             |                                |           |                   |         |      |           |        |        

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

Notes to the Interim Consolidated Financial Statements
(Unaudited)

1.     Basis of Presentation

The consolidated financial statements included in this Form 10-QSB have been
prepared by Uroplasty, Inc. (Uroplasty or the Company), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted, pursuant to such rules and regulations. The consolidated results of
operations for any interim period are not necessarily indicative of results for
a full year. These consolidated statements should be read in conjunction with
the consolidated financial statements and related notes included in the
Companys Annual Report on Form 10-KSB for the year ended March 31, 2003.

The consolidated financial statements presented herein as of June 30, 2003 and
for the three-months periods ended June 30, 2003 and 2002 reflect, in the
opinion of management, all material adjustments consisting only of normal
recurring adjustments necessary for a fair presentation of the consolidated
financial position, consolidated results of operations and consolidated cash
flows for the interim periods.

The Company has identified certain of its accounting policies that it considers
particularly important for the portrayal of the Companys results of operations
and financial position and which may require the application of a higher level
of judgment by the Companys management, and as a result are subject to an
inherent level of uncertainty. These are characterized as critical accounting
policies and address revenue recognition, inventories, foreign currency
translation and transactions, and impairment of long-lived assets, each more
fully described in the Companys Annual Report on Form 10-KSB for the year
ended March 31, 2003. Based upon the Companys review, management has
determined that these policies remain its most critical accounting policies for
the three-months period ended June 30, 2003, and has made no changes to these
policies during fiscal 2004.

2.     Nature of Business

The Company is currently selling its products outside of the United States and
is undertaking FDA investigational clinical trials in the United States and
Canada. Based on the Companys current plans, it is anticipated the Company
will launch its products in the U.S. after obtaining FDA approval. Completing
clinical trials and obtaining FDA approval is a costly and time-consuming
process. As a result of the $2.4 million gross proceeds of a Rights Offering
completed July 2002, management believes current resources and the funds
generated from sale of the Companys products outside the U.S. will be adequate
to meet the Companys cash flow needs, including R&D activities, associated
with existing products and markets through fiscal 2004. Ultimately, the Company
will need to achieve profitability and positive cash flows from operations or
obtain additional debt or equity financing to fund its operations.

3.     New Accounting Pronouncement

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). This Statement is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective for the Company at the beginning of the first
interim period beginning after June 15, 2003. It is to be implemented by
reporting the cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of the Statement and
still existing at the beginning of the interim period of adoption. Restatement
is not permitted.
The adoption of this statement is not expected to have a material impact on the
Companys consolidated financial position, results of operations or cash flows.

4.     Inventories

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Inventories are stated at the lower of cost (first-in, first-out method) or
market (net realizable value) and consist of the following:

|                |  |               |         |                |  |  |         | 
|--------------- |  | ------------- | ------- | -------------- |  |  | ------- | 
|                |  | June 30, 2003 |         | March 31, 2003
|                |  |               |         |               
|Raw materials   |  | $             | 111,385 |                |  |  | 78,910  | 
|Work-in-process |  |               | 95,837  |                |  |  | 163,989 | 
|Finished goods  |  |               | 317,532 |                |  |  | 212,215 | 
|                |  |               |         |                |  |  |         | 
|                |  | $             | 524,754 |                |  |  | 455,114 | 
|                |  |               |         |                |  |  |         | 

5.     Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss), and the translation
adjustment as follows:

|                                            |                        |   |                    |         |      |  |         |         |  
|------------------------------------------- | ---------------------- | - | ------------------ | ------- | ---- |  | ------- | ------- | -
|                                            |                        |   | Three Months Ended
|                                            |                        |   | June 30,          
|                                            |                        |   |                   
|                                            |                        |   | 2003               |         | 2002
|                                            |                        |   |                    |         |     
|Net income (loss)                           |                        | $ | (450,119           | )       |      |  | 449,785 |        
|Items of other comprehensive
income (loss): |                        |   |                    |         |      |  |         |        
|                                            | Translation adjustment |   |                    | 116,662 |      |  |         | (91,271 | )
|                                            |                        |   |                    |         |      |  |         |        
|Comprehensive income (loss)                 |                        | $ | (333,457           | )       |      |  | 358,514 |        
|                                            |                        |   |                    |         |      |  |         |        

6.     Reconciliation of Net income (loss) and Share Amounts Used in EPS
Calculation

Basic income (loss) per common share is calculated by dividing net income
(loss) by the weighted-average common shares outstanding during the period.
Diluted income (loss) per common share for the three-months ended June 30, 2003
and 2002 was calculated using the treasury-stock method to compute the weighted
average common stock outstanding assuming the conversion of dilutive potential
common shares.

|                            |                  |  |                     |           |            |  |                       |        |  |  |  |           |  
|--------------------------- | ---------------- |  | ------------------- | --------- | ---------- |  | --------------------- | ------ |  |  |  | --------- | -
|                            |                  |  |                     |           |            |  | Effect of             |        |  |  | 
|                            |                  |  | Basic Income (Loss) |           | Dilutive   |  | Diluted Income (Loss)
|                            |                  |  | Per Share           |           | Securities |  | Per Share            
|                            |                  |  |                     |           |            |  |                      
|For the three months ended: |                  |  |                     |           |            |  |                       |        |  |  |  |          
|June 30, 2003               |                  |  |                     |           |            |  |                       |        |  |  |  |          
|                            | Net loss         |  | $                   | (450,119  | )          |  |                       |       |  |  |  | (450,119  | )
|                            | Shares           |  |                     | 4,483,971 |            |  |                       |       |  |  |  | 4,483,971 |  
|                            |                  |  |                     |           |            |  |                       |        |  |  |  |          
|                            | Per share amount |  | $                   | (0.10     | )          |  |                       |       |  |  |  | (0.10     | )
|                            |                  |  |                     |           |            |  |                       |        |  |  |  |          
|For the three months ended: |                  |  |                     |           |            |  |                       |        |  |  |  |          
|June 30, 2002               |                  |  |                     |           |            |  |                       |        |  |  |  |          
|                            | Net income       |  | $                   | 449,785   |            |  |                       |       |  |  |  | 449,785   |  
|                            | Shares           |  |                     | 2,343,249 |            |  |                       | 18,781 |  |  |  | 2,362,030 |  
|                            |                  |  |                     |           |            |  |                       |        |  |  |  |          
|                            | Per share amount |  | $                   | 0.19      |            |  |                       |       |  |  |  | 0.19      |  
|                            |                  |  |                     |           |            |  |                       |        |  |  |  |          

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The following options and warrants outstanding at June 30, 2003 and 2002 to
purchase shares of common stock were excluded from diluted loss per share,
because of the anti-dilutive effect:

|                            |               |  |                  |           |                   |  |                 |  | 
|--------------------------- | ------------- |  | ---------------- | --------- | ----------------- |  | --------------- |  | 
|                            |               |  | Number of        |           | Range of exercise
|                            |               |  | Options/Warrants |           | prices           
|                            |               |  |                  |           |                  
|For the three months ended: |               |  |                  |           |                   |  |                 | 
|                            | June 30, 2003 |  |                  | 1,763,458 |                   |  | $0.90 to $10.50
|                            | June 30, 2002 |  |                  | 451,248   |                   |  | $2.00 to $10.50

7.     Shareholders Equity

The Company applies the intrinsic-value method to account for employee
stock-based compensation. As such, compensation expense, if any, is recorded on
the date of grant if the current market price of the underlying stock exceeds
the exercise price.

The Company accounts for stock-based instruments granted to non-employees under
the fair value method of SFAS No. 123 and Emerging Issues Task Force (EITF)
96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Under SFAS No. 123, options are recorded at their fair value on the measurement
date, which is typically the vesting date.

Consulting Agreements

On April 1, 2003, the Company executed a consulting agreement with C.C.R.I.
Corporation (CCRI) to provide investor relations and development services. The
Company pays the Consultant a monthly fee of $4,000 plus expenses. CCRI
received 35,000 shares of fully vested restricted common stock, and vested
warrants to purchase 50,000 shares of common stock at an exercise price of
$3.00 per share, and will receive vested warrants to purchase 50,000 shares of
common stock at an exercise price of $5.00 per share on November 2, 2003 unless
the agreement is sooner terminated. The November 2, 2003 warrants issuable to
CCRI will be recorded in the Companys financial statements upon issuance. The
Company recorded the fair value of the common stock and the warrants
aggregating $212,974, as of April 1, 2003, as deferred compensation in
shareholders equity. The balance is amortized over the 1 year service period.
Stock-based compensation expense for CCRI agreement for the three-months ended
June 30, 2003 aggregated $53,242.

On April 1, 2003, the Company executed a consulting agreement with Executive
Advisory Group (EAG) to perform services for and on behalf of the Company. Mr.
Sam B. Humphries, a Director of the Company, is President of EAG. The Company
pays EAG a monthly fee of $6,000 plus expenses. EAG also received stock options
to purchase 50,000 shares of common stock, exercisable at $2.80 per share. The
Company recorded the fair value of the stock options aggregating $115,839, as
of April 1, 2003, as a deferred compensation in shareholders equity. The
balance is amortized over the 1 year service period. Stock-based compensation
expense for the EAG agreement for the three-months ended June 30, 2003
aggregated $28,962.

The options and warrants issued to EAG and CCRI to acquire an aggregate of
100,000 shares of common stock were fully vested upon issuance. The fair value
of these instruments was determined using the Black-Scholes options pricing
model with the following variables:
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|                        |  |  |      |  
|----------------------- |  |  | ---- | -
|Expected dividend yield |  |  | 0.00 | %
|Risk-free interest rate |  |  | 2.93 | %
|Expected volatility     |  |  | 118  | %
|Expected life, in years |  |  | 5.00 |  

Stock Option Grant

On April 15, 2003, the Company granted 30,000 options to its Director Sam B.
Humphries, for his services as a member of the board of directors. These
options vest over a period of five years. All vesting of these options would
accelerate when the Company receives written FDA market approval or in case a
change in control should occur.

Vendor Deposit

In September 2001, the Company executed an agreement with a vendor to
manufacture a mold for one of the Companys products. As consideration, the
Company issued to the vendor 20,000 shares of its common stock in September
2001. The Company amended the agreement in September 2002 and issued an
additional 20,000 shares of common stock to be held in escrow until completion
of the mold. The Company recorded the fair value of the restricted common stock
aggregating $108,000, as of June 30, 2003, as a vendor deposit in shareholders
equity. The final measurement of the fair value will occur when the vendor
completes and the Company accepts the mold.

8.     Stock Option Plans

Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under SFAS 123, Accounting for Stock-Based
Compensation, the Companys net income (loss) would have decreased (increased)
to the pro forma amounts shown below:

|                                                                                                                |         |   |                    |       |      |  |         |      | 
|--------------------------------------------------------------------------------------------------------------- | ------- | - | ------------------ | ----- | ---- |  | ------- | ---- | 
|                                                                                                                |         |   | Three Months Ended
|                                                                                                                |         |   | June 30,          
|                                                                                                                |         |   |                   
|                                                                                                                |         |   | 2003               |       | 2002
|                                                                                                                |         |   |                    |       |     
|Net income (loss)  As reported                                                                                 |         | $ | (450,119           | )     |      |  | 449,785 |     
|Deduct: Total stock-based employee
compensation expense
determined under fair value based method for all
awards |         |   | (37,254            | )     |      |  | (69,603 | )   
|                                                                                                                |         |   |                    |       |      |  |         |     
|Net income (loss)  Pro forma                                                                                   |         | $ | (487,473           | )     |      |  | 380,182 |     
|                                                                                                                |         |   |                    |       |      |  |         |     
|Net income (loss) per common share  As reported:                                                               |         |   |                    |       |      |  |         |     
|                                                                                                                | Basic   |   | $                  | (0.10 | )    |  |         | 0.19 | 
|                                                                                                                | Diluted |   | $                  | (0.10 | )    |  |         | 0.19 | 
|Net income (loss) per common share  Pro forma:                                                                 |         |   |                    |       |      |  |         |     
|                                                                                                                | Basic   |   | $                  | (0.11 | )    |  |         | 0.16 | 
|                                                                                                                | Diluted |   | $                  | (0.11 | )    |  |         | 0.16 | 

9.     Settlement

On October 26, 2001, the Company reached a litigation settlement with a third
party. Net proceeds from the settlement, totaling $388,000, were recognized
upon receipt of cash. In the quarter ended June 30, 2002, the Company received
the final payment and recorded a $180,000 gain related to this settlement.

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10.     Foreign Currency Gains (Losses)

For the three-month period ended June 30, 2003 and 2002, the Company recognized
foreign currency gains (losses) of $(2,361) and $420,020, respectively. At June
30, 2003 and 2002, the Company had $0.3 million and $3.5 million of dollar
denominated intercompany debt at its Dutch subsidiaries. In January 2003 the
Company recapitalized one of the Dutch subsidiaries with an investment of 1.5
million euros ($1.6 million). The proceeds from the investment were used to
reduce the dollar denominated intercompany debt at the Dutch subsidiary.
Furthermore, the Dutch subsidiaries are profitable and the generated cash flows
were used to pay off the intercompany debt. These intercompany balances are
revolving in nature and are not deemed to be long-term balances.

11.     Income Tax Expense

During the quarter ended June 30, 2003, the Companys Dutch subsidiaries
recorded income tax expense of $80,166 as they have fully utilized their net
operating loss carryforwards. The income tax has been accrued and therefore
included under current liabilities. The U.S. net operating loss carryforwards
cannot be used to offset taxable income in foreign jurisdictions.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This Report on Form 10-QSB should be read in conjunction with the Annual Report
on Form 10-KSB for the period ended March 31, 2003.

Forward-looking Statements

The Registrant may from time to time make written or oral forward-looking
statements, including statements contained in this filing by the Company with
the Securities and Exchange Commission and in its reports to stockholders, as
well as elsewhere. Forward-looking statements are statements such as those
contained in projections, plans, objectives, estimates, statements of future
economic performance, and assumptions related to any of the foregoing, and may
be identified by the use of forward-looking terminology, such as may,
expect, anticipate, estimate, goal, continue, or other comparable
terminology. By their very nature, forward-looking statements are subject to
known and unknown risks and uncertainties relating to the Companys future
performance that may cause the actual results, performance, or achievements of
the Company, or industry results, to differ materially from those expressed or
implied in any such forward-looking statements. Any such statement is
qualified by reference to the following cautionary statements.

The Registrants business operates in highly competitive markets and is subject
to changes in general economic conditions, competition, customer and market
preferences, government regulation, the impact of tax regulation, foreign
exchange rate fluctuations, the degree of market acceptance of products, the
uncertainties of potential litigation, as well as other risks and uncertainties
detailed elsewhere herein and from time to time in the Registrants Securities
and Exchange Commission filings.

In this filing, the section entitled Managements Discussion and Analysis of
Financial Condition and Results of Operations contains forward-looking
statements. Various factors and risks (not all of which are identifiable at
this time) could cause the Companys results, performance, or achievements to
differ materially from that contained in the Companys forward-looking
statements, and investors are cautioned that any forward-looking statement
contained herein or elsewhere is qualified by and subject to the warnings and
cautionary statements contained above and in the Companys other filings with
the Securities and Exchange Commission.

The Company does not undertake and assumes no obligation to update any
forward-looking statement that may be made from time to time by or on behalf of
the Company.

Overview

Uroplasty, Inc. develops, manufactures, and/or markets medical products in
certain segments of the urology, gynecology, urogynecology, colon and rectal,
wound care, otolaryngology and plastic surgery markets. Products sold by the
Company are subject to regulation by the U.S. FDA and/or various regulating
agencies in countries outside the U.S. Existing sales have been, and future sales growth is expected to be, derived from Macroplastique
and related ancillary products designed for use by urologists, gynecologists,
and uro-gynecologists for the primary treatment of stress urinary incontinence
(SUI) and for the treatment of vesicoureteral reflux (VUR), a condition in
which urine flows backward from the bladder to the kidney.

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Macroplastique is
comprised of soft, irregularly textured, vulcanized, medical grade silicone
elastomer implants suspended in a biocompatible carrier solution. When
injected via a minimally invasive procedure in the soft tissue of the
mid-urethra and bladder neck (in the case of SUI), and at the ureteral orifice
(in the case of vesicoureteral reflux), the implants act as a bulking material
to restore urinary continence or to eliminate reflux of urine from the bladder
to the kidneys.

In addition to the urological applications, the Companys implantable tissue
bulking material is also marketed by the Company outside the U.S. for
reconstructive and cosmetic plastic surgery applications under the trade name
Bioplastique Implants; fecal incontinence applications under the trade name
PTP Implants; and vocal cord rehabilitation under the trade name VOX
Implants. In The Netherlands and the United Kingdom, the Companys direct
sales force distributes certain wound care products on behalf of another
company in accordance with an executed Distributor Agreement. Under the terms
of the Distributor Agreement, the Company is not obligated to purchase any
minimum level of wound care products.

The Companys products are currently sold by direct sales forces in the United
Kingdom and The Netherlands, and by a network of distributors in numerous
countries outside the U.S., including Western Europe, Australia, and Central
and South America. The Company is currently conducting a multi-center human
clinical trial with its urethral bulking agent, Macroplastique, pursuant to an
FDA IDE as a minimally invasive, office-based procedure for treating female
SUI. This study is required as part of a Premarket Approval Submission to the
FDA for marketing within the United States. The Company has completed both the
patient enrollment and treatment phases of the FDA clinical study, and is now
in the final stage of patient follow-up.

The Companys objectives are to focus on sales and marketing activities
designed to increase market penetration and sales of Macroplastique for SUI,
VUR, and of PTP Implants for fecal incontinence applications in countries
outside the U.S., and to efficiently and effectively execute the Macroplastique
human clinical study for treatment of female SUI within the U.S.

Set forth below is managements discussion and analysis of the financial
condition and results of operations for the three-month periods ended June 30,
2003 and 2002.

Results of Operations

Net Sales: The Macroplastique product line accounts for approximately 84% of
total net sales during the periods presented. In the first quarter ended June
30, 2003, net sales of all products were $1,359,589, representing a $50,490 or
4% increase when compared to net sales of $1,309,099 for the first quarter
ended June 30, 2002. The sales increase is the result of a decrease in unit
sales, offset by favorable fluctuations in foreign currency exchange rates
between the U.S. Dollar (the functional reporting currency) and the Euro and
the British Pound (currencies of the Companys subsidiaries). Excluding the
fluctuations in foreign currency exchange rates the sales decrease is
approximately 14%.

Gross Profit: Gross profit was $954,002 and $889,385 for the quarters ended
June 30, 2003 and 2002, respectively, or 70% and 68% of net sales. Gross profit
in any one period is highly variable depending on unit sales and utilization of
manufacturing capacity.

General and Administrative Expense: General and administrative (G&A)
expenses increased from $272,467 during the first quarter of fiscal 2003 to
$465,276 during the first quarter of fiscal 2004. Increased consulting, legal,
audit and shareholders expenses, combined with general price increases and
fluctuations in foreign currency exchange rates caused the increase in G&A
expenses. The consulting fees and shareholders expense relates to the
consulting agreements with the Executive Advisory Group (EAG) to perform
services for and on behalf of the Company and the consulting agreement with
C.C.R.I. Corporation to provide investor relations and development services.
The two agreements accounted for $120,204 of the increased expense for the
current-year quarter.

Research and Development Expense: Research and development (R&D) expenses
decreased $80,845, or 16%, from $519,418 during the first quarter of fiscal
2003 to $438,573 during the first quarter of fiscal 2004. The decrease in R&D
expense resulted from a decrease in clinical costs due to the completion of the
patient enrollment phase in the Companys multi-center IDE clinical
trial in February 2003.

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Selling and Marketing Expenses: Selling and marketing (S&M) costs increased
66% from $254,163 during the first quarter of fiscal 2003 to $422,410 during
the first quarter of fiscal 2004. The increase resulted from additional staff,
increased travel costs, increased costs relating to trade-shows, conventions
and congresses, increased costs for marketing materials, general price
increases and fluctuations in foreign currency exchange rates.

Other Income (Expense): Other income (expense) includes interest income,
interest expense, foreign currency exchange gains and losses, settlement income
and other non-operating costs when incurred. The Companys financial results
are subject to material fluctuations based on changes in currency exchange
rates. Other income was $2,304 and $606,448 for the first quarter ended June
30, 2003 and 2002, respectively. The majority of the differences between
periods were due to foreign currency exchange gains and losses and the
settlement proceeds from the litigation. Exchange gains and losses are
recognized primarily as a result of fluctuations in currency rates between the
U.S. Dollar (the functional reporting currency) and the Euro and British Pound
(currencies of the Companys subsidiaries), as well as their effect on the
dollar denominated intercompany obligations between the Company and its foreign
subsidiaries. At June 30, 2003 and 2002, the Company had $0.3 million and $3.5
million dollar denominated intercompany debt at its foreign Dutch subsidiary.
These intercompany balances are revolving in nature and are not deemed to be
long-term balances. The Company recognized foreign currency gains and losses of
$(2,361) and $420,020 for the first quarter ended June 30, 2003 and 2002,
respectively. The currency gains are primarily the result of a weakened U.S.
Dollar compared to the Euro and the currency loss the result of a strengthened
U.S. Dollar compared to the Euro. In January 2003 the Company recapitalized one
of the Dutch subsidiaries with an investment of 1.5 million euros ($1.6
million). The Company used proceeds from the investment to reduce the dollar
denominated intercompany debt at the Dutch subsidiary, resulting in an adjusted
balance at December 31, 2002 of $0.9 million of intercompany debt at the Dutch
subsidiary subject for foreign currency transaction accounting. This resulted
in less volatility for changes in currency exchange rates in the Companys
statement of operations.

Income Tax Expense: During the quarter ended June 30, 2003, the Companys
Dutch subsidiaries recorded income tax expense of $80,166 as they have fully
utilized their net operating loss carryforwards. The income tax has been
accrued and therefore included under current liabilities. The U.S. net
operating loss carryforwards cannot be used to offset taxable income in foreign
jurisdictions.

Liquidity and Capital Resources

As of June 30, 2003, the Companys cash and cash equivalent balances totaled
$3,197,129.

At June 30, 2003, the Company had working capital of approximately $4.1
million. During the three months ended June 30, 2003, $240,900 of cash was used
in operating activities, compared to $361,547 of cash provided by operating
activities in the prior-year period. This change was primarily due to the
change in net income of $449,785 in the 2002 period to a net loss of $450,119
in the 2003 period. The significant change in results was due to $420,020 of
foreign currency gains and $180,000 of settlement income recorded in the 2002
period compared to a foreign currency loss of $2,361 in the current year
period. Accounts receivable decreased by $104,433, due to the timing of payment
by our customers. Other current assets, accounts payable, and accrued expenses
fluctuated due to the timing of payments and fluctuations in foreign currency
exchange rates. The Company recorded $82,204 of non-cash stock-based
compensation expense during the quarter ended June 30, 2003.

The Company currently has no financing arrangements in place with any bank for
general working capital needs, and no material unused sources of liquidity
other than the cash, equipment leasing arrangements, and its accounts
receivable and inventory balances at June 30, 2003 of $865,123 and $524,754,
respectively. For fiscal 2004, management does not anticipate any material
capital expenditures.

The Companys financial condition and results of operations could be materially
affected by fluctuations in foreign currency exchange rates and weak economic
conditions in foreign markets where the Companys products are distributed.
The effects of these conditions could include reduced unit sales and reduced
sales in dollars when converted from foreign currency amounts and material
gains and losses on transactions denominated in foreign currencies.
Furthermore, because the Companys U.S. operations are funded by sales
denominated in foreign currency, strengthening of the U.S. dollar against the
Euro, and/or the British Pound could have an adverse effect on the Companys
cash flow and results of operations.

Management expects continued high costs associated with the conduct of the U.S.
human clinical study for Macroplastique pursuant to the FDA approved IDE, the
subsequent U.S. Premarket Approval process, and pre-commercialization and
market launch costs in the U.S. relating to Macroplastique for female SUI.

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Management believes that current resources and the funds generated from sale of
the Companys products outside the U.S. will be adequate to meet the Companys
cash flow needs, including R&D activities associated with existing products and
markets through fiscal 2004. Ultimately, the Company will need to achieve
profitability and positive cash flows from operations or obtain additional debt
or equity financing to fund its operations.




ITEM 3. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. As of the end of the period covered by
this report, the Company conducted an evaluation, under the supervision and
with the participation of the principal executive officer and principal
accounting officer, of the Companys disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the Exchange Act)). Based on this evaluation, the principal executive
office and principal accounting officer concluded that the Companys disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. There was no
change in the Companys internal control over financial reporting during the
Companys most recently completed fiscal quarter that has materially affected,
or is reasonably likely to materially affect, the Companys internal control
over financial reporting.

Internal Controls and Procedures. There were no significant changes in
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Except as indicated below, none of the items contained in PART II of Form
10-QSB are applicable to the Company for the three months ended June 30, 2003.




ITEM 2. CHANGES IN SECURITIES

( c ) Recent Sales of Unregistered Securities

In April 2003, the Company issued the following securities:



| |  |  | The Company granted a director an option to purchase
30,000 shares of the Companys Common Stock in consideration of
services as a director;                                                                               
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company granted a consulting firm affiliated with a
director an option to purchase 50,000 shares of the Companys
Common Stock in consideration of executive advisory services; and                                    
|
| |  |  | The Company issued a consulting firm 35,000 shares of the
Companys Common Stock, and granted this firm a warrant to
purchase an additional 50,000 shares, in consideration of investor
relations and development services.

Each recipient informed the Company that he or it was acquiring the securities
for investment and not with a view to their distribution. The Company placed a
restrictive legend under the Securities Act on the certificate representing the
issued shares and a corresponding stop transfer order with its transfer agent.

The Company believes that the grant of the options and warrant do not involve
the sale of a security and was therefore exempt from the registration
requirements of the Securities Act. The Company believes the sale and issuance
of the shares was exempt pursuant to Section 4(2) of the Securities Act.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

31 Certifications by the Chief Executive Officer/Chief Financial Officer and
the Controller pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certifications by the Chief Executive Officer/Chief Financial Officer and
the Controller pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this
Exhibit is furnished pursuant to SEC rules, but is deemed not filed)

99.1 Press Release dated August 13, 2003

(b)  Reports on Form 8-K

None

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                      |  |                                                                                                                                                                
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|UROPLASTY, INC        |  |                                                                                                                                                                
|                      |  |                                                                                                                                                                
|Date: August 13, 2003 |  | by: /s/ DANIEL G. HOLMAN
Daniel G. Holman
President, Chief Executive Officer,
Chief Financial Officer and Director (Principal Executive 
and Financial Officer)
|                      |  |                                                                                                                                                                
|Date: August 13, 2003 |  | by: /s/ ARIE J. KOOLE
Arie J. Koole
Controller (Principal Accounting Officer)                                                                                  

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