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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

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

For the Quarterly Period Ended September 30, 2002

Commission File No. 000-20989

UROPLASTY, INC.

(Name of Small Business Issuer in its Charter)


|                                                                                 |  |                                                
|-------------------------------------------------------------------------------- |  | -----------------------------------------------
|Minnesota, U.S.A.
(State or other jurisdiction of
incorporation or organization) |  | 41-1719250
(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 October 22, 2002 was $4,506,591.

The number of shares outstanding of the issuers only class of common stock on October 22, 2002 was 4,461,971.

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 OPERATION
|                                                                        | ITEM 3. CONTROLS AND PROCEDURES.                                 
|PART II. OTHER INFORMATION                                             
|                                                                        | ITEM 2. CHANGES IN SECURITIES                                    
|                                                                        | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                        
|SIGNATURES                                                             
|CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350                     



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

|       |                                     |                           |   |                    |           |                |  |           |           | 
|------ | ----------------------------------- | ------------------------- | - | ------------------ | --------- | -------------- |  | --------- | --------- | 
|       |                                     |                           |   | September 30, 2002 |           | March 31, 2002
|       |                                     |                           |   |                    |           |               
|Assets |                                     |                           |   |                    |           |                |  |          
|       | Current assets:                     |                           |   |                    |           |                |  |           |          
|       |                                     | Cash and cash equivalents |   | $                  | 3,508,107 |                |  |           | 1,046,121 | 
|       |                                     | Accounts receivable, net  |   |                    | 898,717   |                |  |           | 845,431   | 
|       |                                     | Inventories               |   |                    | 564,255   |                |  |           | 632,102   | 
|       |                                     | Deferred offering costs   |   |                    |          |                |  |           | 112,544   | 
|       |                                     | Other                     |   |                    | 154,912   |                |  |           | 130,518   | 
|       |                                     |                           |   |                    |           |                |  |           |           | 
|       | Total current assets                |                           |   | 5,125,991          |           |                |  | 2,766,716 |          
|       | Property, plant, and equipment, net |                           |   | 804,195            |           |                |  | 764,855   |          
|       | Intangible assets, net              |                           |   | 60,883             |           |                |  | 72,877    |          
|       |                                     |                           |   |                    |           |                |  |           |           | 
|       | Total assets                        |                           | $ | 5,991,069          |           |                |  | 3,604,448 |          
|       |                                     |                           |   |                    |           |                |  |           |           | 

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|------------------------------------ | ------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ---------- | -------------- |  | --------- | ---------- | -
|                                     |                                            |                                                                                                                                                                         |   | September 30, 2002 |            | March 31, 2002
|                                     |                                            |                                                                                                                                                                         |   |                    |            |               
|Liabilities and Shareholders Equity |                                            |                                                                                                                                                                         |   |                    |            |                |  |          
|                                     | Current liabilities:                       |                                                                                                                                                                         |   |                    |            |                |  |           |           
|                                     |                                            | Accounts payable                                                                                                                                                        |   | $                  | 174,524    |                |  |           | 230,631    |  
|                                     |                                            | Accrued liabilities                                                                                                                                                     |   | 317,335            |            |                |  | 399,478   |           
|                                     |                                            | Current maturities  long-term debt                                                                                                                                     |   |                    | 36,465     |                |  |           | 42,311     |  
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|                                     | Total current liabilities                  |                                                                                                                                                                         |   | 528,324            |            |                |  | 672,420   |           
|                                     | Long-term debt  less current maturities   |                                                                                                                                                                         |   | 435,592            |            |                |  | 399,222   |           
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|                                     | Total liabilities                          |                                                                                                                                                                         |   | 963,916            |            |                |  | 1,071,642 |           
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|                                     | Shareholders equity:                      |                                                                                                                                                                         |   |                    |            |                |  |           |           
|                                     |                                            | Common stock $.01 par value; 20,000,000
shares authorized, 4,461,971 and
2,047,332 shares issued and
outstanding at September 30, 2002 and
March 31, 2002, respectively |   |                    | 44,620     |                |  |           | 20,473     |  
|                                     |                                            | Additional paid-in capital                                                                                                                                              |   |                    | 8,360,101  |                |  |           | 6,149,571  |  
|                                     |                                            | Accumulated deficit                                                                                                                                                     |   |                    | (2,871,132 | )              |  |           | (3,204,370 | )
|                                     |                                            | Vendor deposit                                                                                                                                                          |   |                    | (41,200    | )              |  |           | (51,000    | )
|                                     |                                            | Accumulated other comprehensive loss                                                                                                                                    |   |                    | (465,236   | )              |  |           | (381,868   | )
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|                                     | Total shareholders equity                 |                                                                                                                                                                         |   | 5,027,153          |            |                |  | 2,532,806 |           
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  
|                                     | Total liabilities and shareholders equity |                                                                                                                                                                         | $ | 5,991,069          |            |                |  | 3,604,448 |           
|                                     |                                            |                                                                                                                                                                         |   |                    |            |                |  |           |            |  

See accompanying notes to consolidated financial statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |           |  
|------------------------------------------- | ------------------------------------- | - | ------------------ | --------- | ---------------- |  | --------- | --------- | ---- |  | --------- | --------- | - |  | --------- | --------- | -
|                                            |                                       |   | Three Months Ended |           | Six Months Ended
|                                            |                                       |   | September 30       |           | September 30    
|                                            |                                       |   |                    |           |                 
|                                            |                                       |   | 2002               |           | 2001             |  | 2002      |           | 2001
|                                            |                                       |   |                    |           |                  |  |           |           |     
|Net sales                                   |                                       | $ | 1,288,875          |           |                  |  | 1,056,938 |           |      |  | 2,597,974 |           |   |  | 2,206,327 |          
|Cost of goods sold                          |                                       |   | 355,289            |           |                  |  | 253,928   |           |      |  | 775,003   |           |   |  | 433,800   |          
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Gross profit                                |                                       |   | 933,586            |           |                  |  | 803,010   |           |      |  | 1,822,971 |           |   |  | 1,772,527 |          
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Operating expenses                          |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|                                            | General and administrative            |   |                    | 299,661   |                  |  |           | 310,955   |      |  |           | 572,128   |   |  |           | 583,565   |  
|                                            | Research and development              |   |                    | 481,790   |                  |  |           | 411,312   |      |  |           | 1,001,208 |   |  |           | 801,350   |  
|                                            | Selling and marketing                 |   |                    | 259,664   |                  |  |           | 317,556   |      |  |           | 513,827   |   |  |           | 672,623   |  
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|                                            |                                       |   | 1,041,115          |           |                  |  | 1,039,823 |           |      |  | 2,087,163 |           |   |  | 2,057,538 |          
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Operating loss                              |                                       |   | (107,529           | )         |                  |  | (236,813  | )         |      |  | (264,192  | )         |   |  | (285,011  | )        
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Other income (expense)                      |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|                                            | Interest income                       |   |                    | 9,728     |                  |  |           | 4,099     |      |  |           | 22,593    |   |  |           | 10,017    |  
|                                            | Interest expense                      |   |                    | (6,059    | )                |  |           | (6,768    | )    |  |           | (12,339   | ) |  |           | (13,206   | )
|                                            | Foreign currency exchange gain
(loss) |   |                    | (12,687   | )                |  |           | 195,628   |      |  |           | 407,333   |   |  |           | 109,620   |  
|                                            | Settlement                            |   |                    |          |                  |  |           |          |      |  |           | 180,000   |   |  |           |          |  
|                                            | Other                                 |   |                    |          |                  |  |           | (332      | )    |  |           | (157      | ) |  |           | (332      | )
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|                                            |                                       |   | (9,018             | )         |                  |  | 192,627   |           |      |  | 597,430   |           |   |  | 106,099   |          
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Income (loss) before income taxes           |                                       |   | (116,547           | )         |                  |  | (44,186   | )         |      |  | 333,238   |           |   |  | (178,912  | )        
|Income tax expense                          |                                       |   |                   |           |                  |  |          |           |      |  |          |           |   |  |          |          
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Net income (loss)                           |                                       | $ | (116,547           | )         |                  |  | (44,186   | )         |      |  | 333,238   |           |   |  | (178,912  | )        
|                                            |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|Basic income (loss) per common share        |                                       | $ | (0.03              | )         |                  |  | (0.02     | )         |      |  | 0.11      |           |   |  | (0.08     | )        
|Diluted income (loss) per common share      |                                       | $ | (0.03              | )         |                  |  | (0.02     | )         |      |  | 0.11      |           |   |  | (0.08     | )        
|Weighted average common shares
outstanding: |                                       |   |                    |           |                  |  |           |           |      |  |           |           |   |  |           |          
|                                            | Basic                                 |   |                    | 3,893,506 |                  |  |           | 2,293,161 |      |  |           | 3,109,992 |   |  |           | 2,288,048 |  
|                                            | Diluted                               |   |                    | 3,893,506 |                  |  |           | 2,293,161 |      |  |           | 3,123,517 |   |  |           | 2,288,048 |  

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UROPLASTY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended September 30, 2002 and 2001
(Unaudited)

|                                                      |                                                                                          |                                |           |           |         |      |           |          |          |  
|----------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------ | --------- | --------- | ------- | ---- | --------- | -------- | -------- | -
|                                                      |                                                                                          |                                |           | 2002      |         | 2001
|                                                      |                                                                                          |                                |           |           |         |     
|Cash flows from operating activities:                 |                                                                                          |                                |           |           |         |      |           |         
|                                                      | Net income (loss)                                                                        |                                | $         | 333,238   |         |      |           | (178,912 | )       
|                                                      | Adjustments to reconcile net income (loss) to net
cash provided by (used in) operations: |                                |           |           |         |      |           |          |         
|                                                      |                                                                                          | Depreciation and amortization  |           |           | 107,581 |      |           |          | 117,810  |  
|                                                      |                                                                                          | Loss on disposal of assets     |           |           |        |      |           |          | 2,120    |  
|                                                      |                                                                                          | Stock-based consulting expense |           |           | 1,508   |      |           |          | 5,336    |  
|                                                      | Changes in operating assets and liabilities:                                             |                                |           |           |         |      |           |          |         
|                                                      |                                                                                          | Accounts receivable            |           |           | (53,286 | )    |           |          | 186,239  |  
|                                                      |                                                                                          | Inventories                    |           |           | 67,847  |      |           |          | (294,112 | )
|                                                      |                                                                                          | Other current assets           |           |           | (24,394 | )    |           |          | 95,821   |  
|                                                      |                                                                                          | Accounts payable               |           |           | 34,090  |      |           |          | (75,062  | )
|                                                      |                                                                                          | Accrued liabilities            |           |           | (82,143 | )    |           |          | (233,119 | )
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Net cash provided by (used in) operating activities   |                                                                                          |                                | 384,441   |           |         |      | (373,879  | )       
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Cash flows from investing activities:                 |                                                                                          |                                |           |           |         |      |           |         
|                                                      | Payments for property, plant and equipment                                               |                                |           | (38,504   | )       |      |           | (7,950   | )       
|                                                      | Proceeds from sale of property, plant and equipment                                      |                                |           |          |         |      |           | 2,225    |         
|                                                      | Payments for intangible assets                                                           |                                |           | (675      | )       |      |           |         |         
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Net cash used in investing activities                 |                                                                                          |                                | (39,179   | )         |         |      | (5,725    | )       
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Cash flows from financing activities:                 |                                                                                          |                                |           |           |         |      |           |         
|                                                      | Repayment of long-term debt                                                              |                                |           | (26,517   | )       |      |           | (24,540  | )       
|                                                      | Net proceeds from issuance of stock                                                      |                                |           | 2,265,316 |         |      |           | 8,000    |         
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Net cash provided by (used in) financing activities   |                                                                                          |                                | 2,238,799 |           |         |      | (16,540   | )       
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Effect of exchange rates on cash and cash equivalents |                                                                                          |                                | (122,075  | )         |         |      | (16,747   | )       
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Net increase (decrease) in cash and cash equivalents  |                                                                                          |                                | 2,461,986 |           |         |      | (412,891  | )       
|Cash and cash equivalents at beginning of period      |                                                                                          |                                | 1,046,121 |           |         |      | 1,012,397 |         
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Cash and cash equivalents at end of period            |                                                                                          | $                              | 3,508,107 |           |         |      | 599,506   |         
|                                                      |                                                                                          |                                |           |           |         |      |           |          |         
|Supplemental disclosure of cash flow information:     |                                                                                          |                                |           |           |         |      |           |         
|                                                      | Cash paid during the period for interest                                                 |                                | $         | 13,240    |         |      |           | 14,748   |         
|                                                      | Cash paid during the period for income taxes                                             |                                |           |          |         |      |           |         |         
|                                                      | Restricted shares issued for mold purchase                                               |                                |           | 20,600    |         |      |           | 63,000   |         

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, although management believes
the disclosures are adequate to make the information presented not misleading.
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, 2002.

The consolidated financial statements presented herein as of September 30, 2002
and for the three and six-months periods ended September 30, 2002 and 2001
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, 2002. Based upon the Companys review, it has determined that
these policies remain its most critical accounting policies for the three and
six-months periods ended September 30, 2002, and has made no changes to these
policies during fiscal 2003.

2.     Nature of Business

The Company is currently selling its products outside of the United States and
is undertaking 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 June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability
is incurred and nullifies EITF 94-3. The Company plans to adopt SFAS No. 146 in
April 2003.

4.     Inventories

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

|                |  |                    |         |                |  |  |         | 
|--------------- |  | ------------------ | ------- | -------------- |  |  | ------- | 
|                |  | September 30, 2002 |         | March 31, 2002
|                |  |                    |         |               
|Raw materials   |  | $                  | 78,561  |                |  |  | 91,050  | 
|Work-in-process |  |                    | 138,348 |                |  |  | 134,490 | 
|Finished goods  |  |                    | 347,346 |                |  |  | 406,562 | 
|                |  |                    |         |                |  |  |         | 
|                |  | $                  | 564,255 |                |  |  | 632,102 | 
|                |  |                    |         |                |  |  |         | 

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5.     Comprehensive Income (loss)

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

|                                            |                        |   |                    |       |                  |  |         |        |      |  |         |         |   |  |          |        | 
|------------------------------------------- | ---------------------- | - | ------------------ | ----- | ---------------- |  | ------- | ------ | ---- |  | ------- | ------- | - |  | -------- | ------ | 
|                                            |                        |   | Three Months Ended |       | Six Months Ended
|                                            |                        |   | September 30,      |       | September 30,   
|                                            |                        |   |                    |       |                 
|                                            |                        |   | 2002               |       | 2001             |  | 2002    |        | 2001
|                                            |                        |   |                    |       |                  |  |         |        |     
|Net income (loss)                           |                        | $ | (116,547           | )     |                  |  | (44,186 | )      |      |  | 333,238 |         |   |  | (178,912 | )     
|Items of other
comprehensive income
(loss): |                        |   |                    |       |                  |  |         |        |      |  |         |         |   |  |          |       
|                                            | Translation adjustment |   |                    | 7,903 |                  |  |         | 16,235 |      |  |         | (83,386 | ) |  |          | 11,790 | 
|                                            |                        |   |                    |       |                  |  |         |        |      |  |         |         |   |  |          |       
|                                            |                        | $ | (108,644           | )     |                  |  | (27,951 | )      |      |  | 249,852 |         |   |  | (167,122 | )     
|                                            |                        |   |                    |       |                  |  |         |        |      |  |         |         |   |  |          |       

6.     Reverse Stock Split

On April 2, 2002, the Company effected a 1-for-3 reverse stock split. All
historical share and per share amounts have been restated to reflect the
reverse stock split.

7.     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 and six-months ended
September 30, 2002 and 2001 was calculated using the treasury-stock method to
compute the weighted average common stock outstanding assuming the conversion
of dilutive potential common shares.

|                            |                  |  |                     |           |            |  |              |   |                       |  |  |           |  
|--------------------------- | ---------------- |  | ------------------- | --------- | ---------- |  | ------------ | - | --------------------- |  |  | --------- | -
|                            |                  |  | Basic income (loss) |           |            |  |              |   | Diluted income (loss)
|                            |                  |  | per share           |           | Effect of  |  | per share   
|                            |                  |  | to common           |           | dilutive   |  | to common   
|                            |                  |  | shareholders        |           | securities |  | shareholders
|                            |                  |  |                     |           |            |  |             
|For the three months ended: |                  |  |                     |           |            |  |              |   |                       |  |  |          
|September 30, 2002          |                  |  |                     |           |            |  |              |   |                       |  |  |          
|                            | Net loss         |  | $                   | (116,547  | )          |  |              |  |                       |  |  | (116,547  | )
|                            | Shares           |  |                     | 3,893,506 |            |  |              |  |                       |  |  | 3,893,506 |  
|                            |                  |  |                     |           |            |  |              |   |                       |  |  |           |  
|                            | Per share amount |  | $                   | (0.03     | )          |  |              |  |                       |  |  | (0.03     | )
|                            |                  |  |                     |           |            |  |              |   |                       |  |  |           |  
|For the three months ended: |                  |  |                     |           |            |  |              |   |                       |  |  |          
|September 30, 2001          |                  |  |                     |           |            |  |              |   |                       |  |  |          
|                            | Net loss         |  | $                   | (44,186   | )          |  |              |  |                       |  |  | (44,186   | )
|                            | Shares           |  |                     | 2,293,161 |            |  |              |  |                       |  |  | 2,293,161 |  
|                            |                  |  |                     |           |            |  |              |   |                       |  |  |           |  
|                            | Per share amount |  | $                   | (0.02     | )          |  |              |  |                       |  |  | (0.02     | )
|                            |                  |  |                     |           |            |  |              |   |                       |  |  |           |  

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|                          |                  |  |                     |           |            |  |              |        |                       |  |  |           |  
|------------------------- | ---------------- |  | ------------------- | --------- | ---------- |  | ------------ | ------ | --------------------- |  |  | --------- | -
|                          |                  |  | Basic income (loss) |           |            |  |              |        | Diluted income (loss)
|                          |                  |  | per share           |           | Effect of  |  | per share   
|                          |                  |  | to common           |           | dilutive   |  | to common   
|                          |                  |  | shareholders        |           | securities |  | shareholders
|                          |                  |  |                     |           |            |  |             
|For the six months ended: |                  |  |                     |           |            |  |              |        |                       |  |  |          
|September 30, 2002        |                  |  |                     |           |            |  |              |        |                       |  |  |          
|                          | Net income       |  | $                   | 333,238   |            |  |              |       |                       |  |  | 333,238   |  
|                          | Shares           |  |                     | 3,109,992 |            |  |              | 13,525 |                       |  |  | 3,123,517 |  
|                          |                  |  |                     |           |            |  |              |        |                       |  |  |           |  
|                          | Per share amount |  | $                   | 0.11      |            |  |              |       |                       |  |  | 0.11      |  
|                          |                  |  |                     |           |            |  |              |        |                       |  |  |           |  
|For the six months ended: |                  |  |                     |           |            |  |              |        |                       |  |  |          
|September 30, 2001        |                  |  |                     |           |            |  |              |        |                       |  |  |          
|                          | Net loss         |  | $                   | (178,912  | )          |  |              |       |                       |  |  | (178,912  | )
|                          | Shares           |  |                     | 2,288,048 |            |  |              |       |                       |  |  | 2,288,048 |  
|                          |                  |  |                     |           |            |  |              |        |                       |  |  |           |  
|                          | Per share amount |  | $                   | (0.08     | )          |  |              |       |                       |  |  | (0.08     | )
|                          |                  |  |                     |           |            |  |              |        |                       |  |  |           |  

The following options and warrants outstanding at September 30, 2002 and 2001
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: |                    |  |                  |           |                   |  |                 | 
|                            | September 30, 2002 |  |                  | 1,707,789 |                   |  | $1.10 to $10.50
|                            | September 30, 2001 |  |                  | 540,166   |                   |  | $1.50 to $10.50
|For the six months ended:   |                    |  |                  |           |                   |  |                 | 
|                            | September 30, 2002 |  |                  | 1,263,289 |                   |  | $1.50 to $10.50
|                            | September 30, 2001 |  |                  | 540,166   |                   |  | $1.50 to $10.50

8.     Stock Option Grants

On September 4, 2002, the Company granted 444,500 stock options to its
Directors and employees. The stock options vest over a period of five years.
All options become fully vested when the Company receives written FDA market
approval or in case a change in control should occur.

9.     Rights Offering

In July 2002, the Company completed its rights offering to its shareholders in
which the Company sold 798,213 units with aggregate proceeds of $2.4 million.
Each unit consisted of three shares of common stock and a warrant to acquire
one additional share of common stock for $2.00 per share. These warrants
expire on July 31, 2004. The allocated relative fair value of the shares issued
in the offering were less than the Companys common stock price on the
offerings closing date which resulted in a bonus element to the stockholders
who participated in the offering, similar to a stock dividend. Therefore, the
Company has retroactively increased the weighted average shares outstanding for
all periods to reflect the incremental 267,402 shares attributable to the bonus
element.

10.     Vendor Deposits

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 20,000 shares 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 $41,200, as of
September 30, 2002, as a vendor deposit in shareholders equity.

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11.     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 May 2002, the Company received the final payment and
recorded a $180,000 gain related to this settlement.

12.     Foreign Currency Gains (Losses)

For the three-month period ended September 30, 2002 and 2001, the Company
recognized foreign currency gains (losses) of $(12,687) and $195,628,
respectively. For the six-month period ended September 30, 2002 and 2001, the
Company recognized foreign currency gains of $407,333 and $109,620,
respectively. At September 30, 2002 and 2001, the Company had $2.7 million and
$4.7 million of dollars denominated intercompany debt at its Dutch subsidiary.
Except for $1.1 million of dollars of long-term balance as per September 30,
2001, these intercompany balances are revolving in nature and are not deemed to
be long-term balances. The long-term balance has been repaid in the remainder
of fiscal 2002 and in the six months period ended September 30, 2002.

13.     Subsequent Event

On October 1, 2002, the lease for the U.S. facility was renewed for an
additional period of 36 months ending February 28, 2006. The annual rent is
$68,525.




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

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, 2002.

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.

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Overview

Uroplasty, Inc. develops, manufactures, and/or markets medical products in
certain segments of the urology, 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. 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 the
indications of fecal incontinence, reconstructive and cosmetic plastic surgery
applications and vocal cord rehabilitation under the trade names PTP Implants,
Bioplastique Implants and VOX Implants, respectively. In The Netherlands and
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 a direct sales force in the United
Kingdom, and by a network of distributors in numerous countries outside the
U.S., including Canada, Western Europe, Australia, and Central and South
America. In September 1999, the Company received FDA approval to initiate
human clinical studies in the U.S. for the Companys primary product
Macroplastique in the treatment of female SUI. The Company is currently
conducting the human clinical procedures at various clinical sites across the
United States and Canada.

The Companys current objectives are to focus on sales and marketing activities
designed to increase market penetration and sales of Macroplastique for SUI,
VUR, and 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.

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, 2002. Based upon the Companys review, it has determined that
these policies remain its most critical accounting policies for the three and
six-months periods ended September 30, 2002, and has made no changes to these
policies during fiscal 2003.

Set forth below is managements discussion and analysis of the financial
condition and results of operations for the three and six-months periods ended
September 30, 2002 and 2001.

Results of Operations

Net Sales: The Macroplastique product line accounts for approximately 88% of
total net sales during the periods presented. In the second quarter ended
September 30, 2002, net sales of all products were $1,288,875, representing a
$231,937 or 22% increase when compared to net sales of $1,056,938 for the
second quarter ended September 30, 2001. During the six months ended September
30, 2002, net sales of all products were $2,597,974, representing a $391,647 or
18% increase when compared to net sales of $2,206,327 during the six months
ended September 30, 2001. The sales increase is the result of increased unit
sales to our customers and 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).

Management expects unit sales of Macroplastique will increase in the remaining
two quarters of fiscal 2003, as compared to unit sales of fiscal 2002. In
November 2001, the Company launched Macroplastique product enhancements and
began new distributor training. The improvements provided surgeons with a
delivery system designed for ease of use. Management believes that, as a
result, an increasing number of doctors will perform procedures that will
broaden the Macroplastique penetration of the SUI and VUR markets.
Additionally, with the sales launch of PTP Implants for the indication of
fecal incontinence to international markets outside the U.S. in May 2002,
Uroplasty expects incremental sales to be derived by this new product from our
expansion into the Colon and Rectal Surgeon market. Fecal incontinence affects
up to 16 million, or 1 out of 13 adults in the U.S. There can be no assurance,
however, the Companys efforts to increase sales and market penetration will be
successful.

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Gross Profit: Gross profit was $933,586 and $803,010 for the quarter ended
September 30, 2002 and 2001, respectively, or 72% and 76% of net sales. Gross
profit was $1,822,971 and $1,772,527 for the six months ended September 30,
2002 and 2001, respectively, or 70% and 80% of net sales. High production
volumes in the first quarter of fiscal 2002 to
prepare for the product launch in November 2001 resulted in a high gross
margin. Excess manufacturing capacity is causing lower gross profit margins in
the current-year period. Gross profit in any one period is highly variable
depending on production volumes. The Company anticipates increased utilization
of manufacturing capacity and unit sales in the remaining quarters of fiscal
2003, which should result in higher gross margins.

General and Administrative Expense: General and administrative (G&A) expenses
decreased from $310,955 during the second quarter of fiscal 2002 to $299,661
during the second quarter of fiscal 2003 and decreased from $583,565 during the
six months ended September 30, 2001 to $572,128 during the six months ended
September 30, 2002.

Research and Development Expense: Research and development (R&D) expenses
increased $70,478, or 17%, from $411,312 during the second quarter of fiscal
2002 to $481,790 during the second quarter of fiscal 2003 and increased 25%
from $801,350 during the six months ended September 30, 2001 to $1,001,208
during the six months ended September 30, 2002. The increase in R&D expense
resulted from an increase in clinical costs relating to patient procedures and
follow-up examinations due to significant increases in clinical study patient
enrollment.

Selling and Marketing Expenses: Selling and marketing (S&M) costs decreased
18% from $317,556 during the second quarter of fiscal 2002 to $259,664 during
the second quarter of fiscal 2003 and decreased 24% from $672,623 during the
six months ended September 30, 2001 to $513,827 during the six months ended
September 30, 2002. This decrease was as expected from the fiscal 2002
restructuring of the international sales and marketing departments.

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 (expense) was $(9,018) and $192,627 for the second quarter
ended September 30, 2002 and 2001 and $597,430 and $106,099 for the six months
ended September 30, 2002 and 2001. The majority of the differences between
periods was due to foreign currency exchange gains and losses and the $180,000
of settlement proceeds in the first quarter of fiscal 2003 from the litigation.
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 May 2002, the Company received the final payment and
recorded a $180,000 gain related to this settlement. 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 September 30, 2002 and 2001, the Company had $2.7
million and $4.7 million of dollars denominated intercompany debt at its
foreign Dutch subsidiary. Except for $1.1 million of dollars of long-term
balance as per September 30, 2001, these intercompany balances are revolving in
nature and are not deemed to be long-term balances. The long-term balance has
been repaid in the remainder of fiscal 2002 and in the six months period ended
September 30, 2002. The Company recognized foreign currency gains and losses of
$(12,687) and $195,628 for the second quarter ended September 30, 2002 and 2001
and $407,333 and $109,620 for the six months ended September 30, 2002 and 2001.
The currency gains are primarily the result of a weakened U.S. Dollar compared
to the Euro and the currency losses the result of a strengthened U.S. Dollar
compared to the Euro.

As described in note 9 to the financial statements, the Company has
retroactively increased the weighted average shares outstanding for all periods
to reflect the incremental 267,402 shares attributable to the bonus element
related to the rights offering.

Liquidity and Capital Resources

As of September 30, 2002, the Companys cash and cash equivalent balances
totaled $3,508,107. The capital resources existing at September 30, 2002 were
derived from operations during the fiscal years ended March 31, 1997 and 1998,
plus the net proceeds from the Companys sale of approximately 1.7 million
shares of Common Stock in June 1998 and the sale of approximately 2.4 million
shares of Common Stock in July 2002.

At September 30, 2002, the Company had working capital of approximately $4.6
million. During the six months ended September 30, 2002, operating activities
provided $384,441 of cash, compared to using $373,879 of cash in the prior-year
period. This improvement of cash was primarily attributable to foreign currency
exchange gains of $407,000 and a $180,000 gain from the proceeds from a lawsuit
settlement. Accounts receivable increased by $53,286, due to the timing of
payment by our customers. Other current assets, accounts payable, accrued
expenses fluctuated due to the timing of payments.

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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 September 30, 2002 of $898,717 and
$564,255, respectively.

As of September 30, 2002, the allowance for inventory obsolescence is $69,000.
The introduction last year of the modified products has made some units of the
non-modified products obsolete.

During the term of the fiscal 2003 Rights Offering, a total of 2,394,639 shares
of Common Stock and 798,213 Common Stock Purchase Warrants were sold to
shareholders of the Company. Gross proceeds recorded in the six-months period
ended September 30, 2002 were $2,394,639.

The Company has operations in the U.S. and internationally. U.S. net operating
loss carryforwards cannot be used to offset taxable income in foreign
jurisdictions. Furthermore, repatriation of dividends to the U.S. parent may
result in additional foreign or U.S. taxes.

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.

As a result of the proceeds of the Rights Offering, 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.




ITEM 3. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. Within the 90 days prior to the date of
this report, Daniel G. Holman, our President, Chief Executive Officer, Chief
Financial Officer and Arie J. Koole, our Controller, Principal Accounting
Officer, carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Rule 13a-15b
under the Securities Exchange Act of 1934. Based on their review of our
disclosure controls and procedures, such officers have concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to us that is required to be included in our
periodic SEC filings.

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 September 30,
2002.




ITEM 2. CHANGES IN SECURITIES

(c) Recent Sales of Unregistered Securities

On September 30, 2002, the Registrant sold 20,000 shares of its Common Stock,
valued on the date of issuance at $20,600, to one vendor as part of a
specialized supply contract. The shares were exempt from registration under
Section 4(2) of the Securities Act because they were issued subject to
investment representations by the purchaser and the certificate representing
the shares bore a restrictive legend.




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

(a)  Exhibits

|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certifications by the Chief Executive Officer/Chief Financial Officer and
the Controller pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(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: November 14, 2002 |  | by: |  | /s/ DANIEL G. HOLMANDaniel G. Holman
President, Chief Executive Officer,
Chief Financial Officer and Director (Principal
Executive and Financial Officer)
|                       
|Date: November 14, 2002 |  | by: |  | /s/ ARIE J. KOOLEArie J. Koole
Controller (Principal Accounting Officer)                                                                                 

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel G. Holman, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Uroplasty, Inc. (the
Registrant);

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.     The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The Registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrants auditors and the audit committee of
Registrants board of directors (or persons performing the equivalent
function):

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     The Registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                         |  |    |  |                                                                                                                                   
|------------------------ |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Date: November 14, 2002. |  |    |  |                                                                                                                                   
|                        
|                         |  | By |  | /s/ DANIEL G. HOLMANDaniel G. Holman, President, Chief Executive Officer and
Chief Financial Officer (Principal Financial Officer)

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CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arie J. Koole, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Uroplasty, Inc. (the
Registrant);

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.     The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

(a)  designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The Registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the Registrants auditors and the audit committee of
Registrants board of directors (or persons performing the equivalent
function):

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     The Registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                         |  |    |  |                                                                          
|------------------------ |  | -- |  | -------------------------------------------------------------------------
|Date: November 14, 2002. |  |    |  |                                                                          
|                        
|                         |  | By |  | /s/ ARIE J. KOOLEArie J. Koole, Controller (Principal Accounting Officer)

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