##### Table of Contents



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 December 31, 2006
 Commission File No. 000-20989
 
 UROPLASTY, INC.
  Minnesota, U.S.A.
(State or other jurisdiction of 
incorporation or organization)
    
    41-1719250
(I.R.S. Employer
Identification No.)
 5420 Feltl Road
Minnetonka, Minnesota, 55343
 (912) 426-6140
   þ o
  o þ
   o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. CONTROLS AND PROCEDURES.PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITS.SIGNATURESSection 302 Certifications of CEO and CFOSection 906 Certifications of CEO and CFO    Table of Contents  
  
 
 ITEM 1. FINANCIAL STATEMENTS
   December 31, 2006(unaudited)
    
    
March 31, 2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    5,714,498
    
    
    $
    1,563,433Short-term investments
    
    
    
    
    
    
    1,137,647Accounts receivable, net
    
    
    1,156,166
    
    
    
    716,587Income tax receivable
    
    
    154,780
    
    
    
    270,934Inventories
    
    
    990,230
    
    
    
    757,062Other
    
    
    212,230
    
    
    
    353,178Total current assets
    
    
    8,227,904
    
    
    
    4,798,841Property, plant, and equipment, net
    
    
    1,429,199
    
    
    
    1,079,438Intangible assets, net
    
    
    333,281
    
    
    
    411,604Deferred tax assets
    
    
    188,455
    
    
    
    111,361Total assets
    
    $
    10,178,839
    
    
    $
    6,401,244
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##### Table of Contents



December 31, 2006
(unaudited)
    
    
    March 31, 2006Liabilities and Shareholders EquityCurrent liabilities:Current maturities  long-term debt
    
    $
    45,409
    
    
    $
    41,658Deferred rent  current
    
    
    35,000
    
    
    
    Notes payable
    
    
    29,345
    
    
    
    Accounts payable
    
    
    616,495
    
    
    
    506,793Accrued liabilities
    
    
    874,240
    
    
    
    917,981Warrant liability
    
    
    515,041
    
    
    
    665,356Total current liabilities
    
    
    2,115,530
    
    
    
    2,131,788Long-term debt  less current maturities
    
    
    445,920
    
    
    
    389,241Deferred rent  less current portion
    
    
    222,732
    
    
    
    Accrued pension liability
    
    
    742,083
    
    
    
    473,165Total liabilities
    
    
    3,526,265
    
    
    
    2,994,194Shareholders equity:Common stock $.01 par value;
40,000,000
shares authorized, 10,944,388 and
6,937,786 shares issued and
outstanding at December 31 and
March 31, 2006, respectively
    
    
    109,444
    
    
    
    69,378Additional paid-in capital
    
    
    21,865,848
    
    
    
    14,831,787Accumulated deficit
    
    
    (14,997,486
    )
    
    
    (11,034,100
    )Accumulated other comprehensive loss
    
    
    (325,232
    )
    
    
    (460,015
    )Total shareholders equity
    
    
    6,652,574
    
    
    
    3,407,050Total liabilities and shareholders equity
    
    $
    10,178,839
    
    
    $
    6,401,244
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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    2,158,273
    
    
    $
    1,592,526
    
    
    $
    5,683,253
    
    
    $
    4,793,134Cost of goods sold
    
    
    752,181
    
    
    
    391,163
    
    
    
    1,760,553
    
    
    
    1,274,308Gross profit
    
    
    1,406,092
    
    
    
    1,201,363
    
    
    
    3,922,700
    
    
    
    3,518,826Operating expensesGeneral and administrative
    
    
    732,498
    
    
    
    859,321
    
    
    
    2,443,897
    
    
    
    2,294,752Research and development
    
    
    424,987
    
    
    
    700,203
    
    
    
    1,758,350
    
    
    
    2,361,609Selling and marketing
    
    
    1,301,575
    
    
    
    852,483
    
    
    
    3,837,858
    
    
    
    2,321,1222,459,060
    
    
    
    2,412,007
    
    
    
    8,040,105
    
    
    
    6,977,483Operating loss
    
    
    (1,052,968
    )
    
    
    (1,210,644
    )
    
    
    (4,117,405
    )
    
    
    (3,458,657
    )Other income (expense)Interest income
    
    
    15,776
    
    
    
    52,511
    
    
    
    53,592
    
    
    
    107,507Interest expense
    
    
    (8,671
    )
    
    
    (12,767
    )
    
    
    (25,136
    )
    
    
    (22,091
    )Warrant benefit
    
    
    522,995
    
    
    
    560,048
    
    
    
    150,315
    
    
    
    575,471Foreign currency exchange gain
(loss)
    
    
    4,413
    
    
    
    (7,374
    )
    
    
    34,376
    
    
    
    (15,779
    )Other
    
    
    
    
    
    
    438
    
    
    
    3,585
    
    
    
    438534,513
    
    
    
    592,856
    
    
    
    216,732
    
    
    
    645,546Loss before income taxes
    
    
    (518,455
    )
    
    
    (617,788
    )
    
    
    (3,900,673
    )
    
    
    (2,813,111
    )Income tax expense
    
    
    44,802
    
    
    
    39,942
    
    
    
    62,713
    
    
    
    42,648Net loss
    
    $
    (563,257
    )
    
    $
    (657,730
    )
    
    $
    (3,963,386
    )
    
    $
    (2,855,759
    )Basic and diluted loss per common share
    
    $
    (0.07
    )
    
    $
    (0.10
    )
    
    $
    (0.51
    )
    
    $
    (0.43
    )Weighted average common shares
outstanding:Basic and diluted
    
    
    8,555,586
    
    
    
    6,878,251
    
    
    
    7,766,463
    
    
    
    6,695,674
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Additional
    
    
    
    
    
    
    Accumulated
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Accumulated
    
    
    Other
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Comprehensive Loss
    
    
    EquityBalance at March
31, 2006
    
    
    6,937,786
    
    
    $
    69,378
    
    
    $
    14,831,787
    
    
    $
    (11,034,100
    )
    
    $
    (460,015
    )
    
    $
    3,407,050Proceeds from
private placement,
net of costs of $274,825
    
    
    1,389,999
    
    
    
    13,900
    
    
    
    1,796,324
    
    
    
    
    
    
    
    
    
    
    
    1,810,224Proceeds from
follow-on offering,
net of costs of $564,044
    
    
    2,430,000
    
    
    
    24,300
    
    
    
    4,271,706
    
    
    
    
    
    
    
    
    
    
    
    4,296,006Warrant
registration costs
    
    
    
    
    
    
    
    
    
    
    (11,872
    )
    
    
    
    
    
    
    
    
    
    
    (11,872
    )Exercise of Stock
Options
    
    
    168,849
    
    
    
    1,688
    
    
    
    297,749
    
    
    
    
    
    
    
    
    
    
    
    299,437Employee Retirement
Savings Plan
Contribution
    
    
    17,754
    
    
    
    178
    
    
    
    44,207
    
    
    
    
    
    
    
    
    
    
    
    44,385Share-Based
Compensation
    
    
    
    
    
    
    
    
    
    
    635,947
    
    
    
    
    
    
    
    
    
    
    
    635,947Comprehensive Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,963,386
    )
    
    
    134,783
    
    
    
    (3,828,603
    )Balance at December
31, 2006
    
    
    10,944,388
    
    
    $
    109,444
    
    
    $
    21,865,848
    
    
    $
    (14,997,486
    )
    
    
    ($325,232
    )
    
    $
    6,652,574
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Nine Months EndedDecember 31,2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (3,963,386
    )
    
    $
    (2,855,759
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    222,547
    
    
    
    178,130Loss (Gain) on disposal of equipment
    
    
    (3,576
    )
    
    
    478Warrant benefit
    
    
    (150,315
    )
    
    
    (575,471
    )Stock-based consulting expense
    
    
    48,043
    
    
    
    Stock-based compensation expense
    
    
    587,904
    
    
    
    Deferred income taxes
    
    
    (64,694
    )
    
    
    4,420Deferred rent
    
    
    (23,333
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (365,812
    )
    
    
    (58,490
    )Inventories
    
    
    (149,247
    )
    
    
    (353,351
    )Other current assets and income tax receivable
    
    
    288,974
    
    
    
    (57,414
    )Accounts payable
    
    
    91,619
    
    
    
    37,554Deferred rent
    
    
    281,065
    
    
    
    Accrued liabilities
    
    
    (24,633
    )
    
    
    275,446Accrued pension liability
    
    
    214,909
    
    
    
    (12,581
    )Net cash used in operating activities
    
    
    (3,009,935
    )
    
    
    (3,417,038
    )Cash flows from investing activities:Proceeds from sale of short-term investments
    
    
    1,137,647
    
    
    
    Purchases of property, plant and equipment
    
    
    (430,578
    )
    
    
    (180,745
    )Proceeds from sale of property, plant and equipment
    
    
    4,294
    
    
    
    Payments for intangible assets
    
    
    
    
    
    
    (391,667
    )Net cash provided by (used in) investing activities
    
    
    711,363
    
    
    
    (572,412
    )Cash flows from financing activities:Proceeds from long-term obligations
    
    
    210,999
    
    
    
    Repayment of long-term obligations
    
    
    (158,820
    )
    
    
    (31,535
    )Proceeds from issuance of common stock and warrants
    
    
    6,393,795
    
    
    
    6,683,333Net cash provided by financing activities
    
    
    6,445,974
    
    
    
    6,651,798Effect of exchange rates on cash and cash equivalents
    
    
    3,663
    
    
    
    (95,995
    )Net increase in cash and cash equivalents
    
    
    4,151,065
    
    
    
    2,566,353Cash and cash equivalents at beginning of period
    
    
    1,563,433
    
    
    
    1,492,684Cash and cash equivalents at end of period
    
    $
    5,714,498
    
    
    $
    4,059,037Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    22,011
    
    
    $
    14,253Cash paid during the period for income taxes
    
    
    93,935
    
    
    
    62,608Supplemental disclosure of non-cash financing and investing activities:Shares issued for 401(k) plan profit sharing contribution
    
    $
    44,385
    
    
    $
    Property, plant and equipment additions funded by lessor allowance and
classified as deferred rent
    
    
    280,000
    
    
    
    
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1. Basis of Presentation
    2. Nature of Business, Sales of Common Stock and Corporate Liquidity
 ® TM ®
    Page 7




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
  3. Short-term Investments
  4. Inventories
  December 31, 2006
    
    
    March 31, 2006Raw materials
    
    $
    335,847
    
    
    $
    340,268Work-in-process
    
    
    6,454
    
    
    
    26,183Finished goods
    
    
    647,929
    
    
    
    390,611$
    990,230
    
    
    $
    757,062
 5. Intangible Assets
  December 31, 2006Estimated Lives
    
    Gross Carrying
    
    
    Accumulated(Years)
    
    Amount
    
    
    Amortization
    
    
    Net valueLicensed technology
    
    5
    
    $
    501,290
    
    
    $
    184,624
    
    
    $
    316,666Patents and inventions
    
    6
    
    
    237,900
    
    
    
    221,285
    
    
    
    16,615Totals
    
    
    
    $
    739,190
    
    
    $
    405,909
    
    
    $
    333,281March 31, 2006Licensed technology
    
    5
    
    $
    501,290
    
    
    $
    111,183
    
    
    $
    390,107Patents and inventions
    
    6
    
    
    237,900
    
    
    
    216,403
    
    
    
    21,497Totals
    
    
    
    $
    739,190
    
    
    $
    327,586
    
    
    $
    411,604
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Remainder of fiscal 2007
    
    $
    25,1892008
    
    
    100,7562009
    
    
    100,6522010
    
    
    98,3692011
    
    
    8,315$
    333,281
 6. Deferred Rent
  7. Comprehensive Loss
  Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net loss
    
    $
    (563,257
    )
    
    $
    (657,730
    )
    
    $
    (3,963,386
    )
    
    $
    (2,855,759
    )Items of other comprehensive
income (loss):Translation adjustment
    
    
    77,297
    
    
    
    (49,309
    )
    
    
    155,394
    
    
    
    (264,181
    )Additional pension liability
    
    
    (8,792
    )
    
    
    1,101
    
    
    
    (20,611
    )
    
    
    5,713Comprehensive loss
    
    $
    (494,752
    )
    
    $
    (705,938
    )
    
    $
    (3,828,603
    )
    
    $
    (3,114,227
    )
 8. Options and Warrants
  Number of
    
    Range of ExerciseOptions/Warrants
    
    PricesFor the three and nine months ended:December 31, 2006
    
    
    4,953,229
    
    $1.10 to $5.30December 31, 2005
    
    
    3,764,139
    
    $0.90 to $10.50
 9. Shareholders Equity
 Warrants
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Expected life in years
    
    
    0.2137Risk-free interest rate
    
    
    4.98
    %Expected volatility
    
    
    111.19
    %Expected dividend yield
    
    
    0
      10. Share-based Compensation
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Three Months Ended
    
    
    Nine Months EndedDecember 31, 2005
    
    
    December 31, 2005Net loss  As reported
    
    $
    (657,730
    )
    
    $
    (2,855,759
    )Deduct: Pro forma stock-based employee
compensation expense determined under
fair value-based method
    
    
    (274,235
    )
    
    
    (1,268,423
    )Net loss  Pro forma
    
    $
    (931,965
    )
    
    $
    (4,124,182
    )Net loss per common share  As reported:Basic and diluted
    
    $
    (0.10
    )
    
    $
    (0.43
    )Net loss per common share  Pro forma:Basic and diluted
    
    $
    (0.14
    )
    
    $
    (0.62
    )
  Three Months Ended
    
    
    Nine Months EndedDecember 31, 2006
    
    
    December 31, 2006Expected life in years
    
    
    3.18
    
    
    
    7.40Risk-free interest rate
    
    
    4.74
    %
    
    
    4.96
    %Expected volatility
    
    
    100.26
    %
    
    
    100.26
    %Expected dividend yield
    
    
    0
    
    
    
    0Weighted-average fair value
    
    
    1.84
    
    
    
    1.95
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Weighted Avg.Weighted Avg.
    
    RemainingNumber of Shares
    
    Exercise Price
    

Contract LifeOptions outstanding at beginning of
period
    
    
    1,888,327
    
    
    $
    3.80
    
    
    
    4.48Options granted
    
    
    543,000
    
    
    
    2.32
    
    
    
    6.92Options exercised
    
    
    (168,849
    )
    
    
    1.77
    
    
    
    Options surrendered
    
    
    (181,945
    )
    
    
    2.98
    
    
    
    Options outstanding at end of period
    
    
    2,080,533
    
    
    $
    3.66
    
    
    
    5.09Options exercisable at end of period
    
    
    1,686,615
    
    
    $
    3.95
    
    
    
    4.70
 11. Savings and Retirement Plans
    Three Months Ended
    
    
    Nine Months EndedDecember 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Gross service cost
    
    $
    51,882
    
    
    $
    48,134
    
    
    $
    153,727
    
    
    $
    148,359Interest cost
    
    
    31,355
    
    
    
    24,406
    
    
    
    92,710
    
    
    
    75,216Expected return on assets
    
    
    (18,017
    )
    
    
    (14,081
    )
    
    
    (53,224
    )
    
    
    (43,396
    )Amortization
    
    
    10,737
    
    
    
    6,869
    
    
    
    31,772
    
    
    
    21,172Net periodic retirement cost
    
    $
    75,957
    
    
    $
    65,328
    
    
    $
    224,985
    
    
    $
    201,351
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Three and Nine MonthsEndedDecember 31,2006
    
    
    2005Discount rate
    
    
    4.255.50
    %
    
    
    4.505.25
    %Expected return on assets
    
    
    4.005.00
    %
    
    
    4.005.00
    %Expected rate of increase in future compensation:General
    
    
    3
    %
    
    
    3
    %Individual
    
    
    0%3
    %
    
    
    0%3
    %
 12. Foreign Currency Translation
   13. Income Tax Expense
  14. Business Segment and Geographic Information
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United
    
    The
    
    UnitedStates
    
    Netherlands
    
    Kingdom
    
    Eliminations *
    
    ConsolidatedFiscal 2007Sales, three months ended
December 31, 2006
    
    $
    737,391
    
    
    $
    1,586,040
    
    
    $
    531,876
    
    
    $
    (697,034
    )
    
    $
    2,158,273Sales, nine months ended
December 31, 2006
    
    $
    1,743,424
    
    
    $
    4,001,621
    
    
    $
    1,484,583
    
    
    $
    (1,546,375
    )
    
    $
    5,683,253Income tax expense, three
months ended December 31,
2006
    
    
    
    
    
    
    44,802
    
    
    
    
    
    
    
    
    
    
    
    44,802Income tax expense, nine
months ended December 31,
2006
    
    
    
    
    
    
    62,713
    
    
    
    
    
    
    
    
    
    
    
    62,713Net income (loss), three
months ended December 31,
2006
    
    
    (796,316
    )
    
    
    145,649
    
    
    
    128,873
    
    
    
    (41,463
    )
    
    
    (563,257
    )Net income (loss), nine
months ended December 31,
2006
    
    
    (4,151,691
    )
    
    
    254,859
    
    
    
    29,530
    
    
    
    (96,084
    )
    
    
    (3,963,386
    )Long-lived assets
At December 31, 2006
    
    
    1,007,348
    
    
    
    749,890
    
    
    
    5,242
    
    
    
    
    
    
    
    1,762,480Fiscal 2006Sales, three months ended
December 31, 2005
    
    $
    202,471
    
    
    $
    1,279,265
    
    
    $
    397,904
    
    
    $
    (287,114
    )
    
    $
    1,592,526Sales, nine months ended
December 31, 2005
    
    
    537,368
    
    
    
    3,855,471
    
    
    
    1,316,432
    
    
    
    (916,137
    )
    
    
    4,793,134Income tax expense, three
months ended December 31,
2005
    
    
    
    
    
    
    39,942
    
    
    
    
    
    
    
    
    
    
    
    39,942Income tax expense, nine
months ended December 31, 2005
    
    
    
    
    
    
    42,648
    
    
    
    
    
    
    
    
    
    
    
    42,648Net income (loss), three
months ended December 31,
2005
    
    
    (941,090
    )
    
    
    212,498
    
    
    
    (32,398
    )
    
    
    103,260
    
    
    
    (657,730
    )Net income (loss), nine
months ended December 31,
2005
    
    
    (3,238,877
    )
    
    
    77,714
    
    
    
    (662
    )
    
    
    306,066
    
    
    
    (2,855,759
    )Long-lived assets
At December 31, 2005
    
    
    688,264
    
    
    
    709,035
    
    
    
    6,775
    
    
    
    
    
    
    
    1,404,074
 
 *
    
    The information in the column entitled Eliminations represents intercompany transactions. 15. Recently Issued Accounting Standards
 Accounting for Uncertainty in Income Taxesan
Interpretation of FASB Statement 109
 Fair Value
Measurements
 Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans Employers Accounting for
Pensions Employers Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits Employers Accounting for Postretirement
Benefits Other than Pensions and SFAS 132, Employers
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Disclosures
about Pensions and Other Postretirement Benefits
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 16. Subsequent Events
 
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-looking Statements
     Overview
  Strategy
  
    
    Focus on office-based solutions for physicians.We believe that our company is uniquely
positioned to provide a broad product offering of office-based solutions for physicians.
By expanding our U.S. presence, we intend to develop long-standing relationships with
leading physicians treating incontinence and overactive bladder symptoms. These
relationships will provide us with a source of new product ideas and a conduit through
which to introduce new products. We have also intend to develop marketing programs to
assist physicians in marketing their practices and to provide innovative programs focused
on helping physicians attract patients and develop referral networks. Building these
relationships is an important part of our growth strategy, particularly for the development
and introduction of new products.
    
    Grow our U.S. sales and international distribution.We believe that in addition to
international market, the U.S. is a significant opportunity for future sales of our
products. In order to grow our U.S. business, we recently created our sales organization,
consisting of a direct field sales management team and independent sales representatives,
and a
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marketing organization to market our products directly to our customers. We anticipate
further increasing, as needed, our sales and marketing organization in the United States to
support our sales growth. In addition, we intend to expand our European presence by
creating new distribution partnerships.
 
    
    Educate physicians and patients about the benefits of Urgent PC.We believe education
of physicians and patients regarding the benefits of Urgent PC is critical to the
successful adoption of this product. To this end, we have initiated a clinical trial,
which is a U.S. multi-center randomized prospective study comparing the Urgent PC device to
the most commonly prescribed pharmaceutical treatment for OAB symptoms. We believe the
results of this and other studies, if successful, will allow us to expand our marketing and
sales efforts. These sales and marketing efforts may include physician training and
education programs which will emphasize the clinical efficacy and ease of use of our Urgent
PC product as well as patient-oriented marketing materials for physicians to use to inform
patients of the availability and potential benefits of our Urgent PC product.
    
    Provide patient-driven alternatives.Patients often weigh the quality of life benefits
of electing to undergo a surgical procedure against the invasiveness of the procedure. We
intend to continue to expand our marketing efforts to build patient awareness of these
treatment alternatives and encourage patients to see physicians. We believe this will help
physicians build their practices and simultaneously increase sales of our products.
    
    Develop, license or acquire products.We believe that our broad and diverse product
offering is an important competitive advantage because it allows us to address the various
preferences of doctors and patients, as well as the quality of life issues presented by
voiding dysfunctions. Consolidation among hospital buying groups has reduced the number of
suppliers from which hospitals purchase products, providing an advantage to suppliers
offering a broad range of products. An important part of our growth strategy is to broaden
our product line further to meet customer needs by developing new products internally,
licensing or acquiring new products through acquisitions.
 Our Products
    Sales and Marketing
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Critical Accounting Policies
  Revenue Recognition Revenue Recognition in Financial Statements
 Accounts Receivable
 Inventories
 Foreign Currency Translation/Transactions Foreign Currency
Translation
 Impairment of Long-Lived Assets
 Share-Based Compensation. Share-Based Payment
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Accounting for Stock-Based Compensation
  Income Taxes.
   Results of Operations
 Three months ended December 31, 2006 compared to three months ended December 31, 2005
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 
 Nine months ended December 31, 2006 compared to nine months ended December 31, 2005
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 
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Liquidity and Capital Resources
 Cash Flows
  Sources of Liquidity.
   
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Payments Due by PeriodRemainder
    
    
    Fiscal
    
    
    Fiscal
    
    
    Fiscalof Fiscal
    
    
    2008 and
    
    
    2010 and
    
    
    2012 andTotal
    
    
    2007
    
    
    2009
    
    
    2011
    
    
    thereafterMinimum royalty payments
    
    $
    207,000
    
    
    $
    13,500
    
    
    $
    108,000
    
    
    $
    85,500
    
    
    $
    Minimum purchase agreement
    
    
    6,616,050
    
    
    
    148,534
    
    
    
    2,189,744
    
    
    
    4,277,772
    
    
    
    Notes payable, including
interest
    
    
    632,777
    
    
    
    25,828
    
    
    
    197,260
    
    
    
    111,127
    
    
    
    298,562Operating lease commitments
    
    
    1,408,927
    
    
    
    65,611
    
    
    
    481,429
    
    
    
    371,396
    
    
    
    490,491Total contractual obligations
    
    $
    8,864,754
    
    
    $
    253,473
    
    
    $
    2,976,433
    
    
    $
    4,845,795
    
    
    $
    789,053
 
 ITEM 3. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls Procedures.
 Internal Control Matters
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PART II. OTHER INFORMATION
 
  
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 6. EXHIBITS.
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SIGNATURES
  UROPLASTY, INC.Date:  February 12, 2007
    By:

/s/ DAVID B. KAYSENDavid B. KaysenPresident and Chief Executive OfficerDate:  February 12, 2007
    By:
    /s/ MAHEDI A. JIWANIMahedi A. JiwaniChief Financial Officer Page 26