##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  FORM 10-K
  Annual
    Report Pursuant To Section 13 or 15(d) of the Securities
    Exchange Act of 1934
  For the
    Fiscal Year Ended March 31, 2008
  Commission File
    No. 000-20989
  UROPLASTY, INC.
 (Exact name of registrant as
    specified in its Charter)
  Minnesota

41-1719250(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5420 Feltl Road
 Minnetonka, Minnesota
    55413-2820
 (Address of principal executive
    offices)
  (952) 426-6140
 (Issuers telephone number,
    including area code)
          Regulation S-K Form 10-K Form 10-K.  YES [X]  NO [ ]
  Rule 12b-2
  Large Accelerated
    Filer o

Accelerated
    Filer o

Non-Accelerated
    Filer o
    (Do not check if a smaller reporting company)

Smaller Reporting
    Company x   Rule 12b-2




---



##### 





TABLE OF
    CONTENTS
    
 Item

Description

PagePART I1.


Description of Business


41A.


Risk Factors


151B.


Unresolved Staff Comments


252.


Description of Property


263.


Legal Proceedings


264.


Submission of Matters to a Vote of Security
    Holders


26PART II5.


Market for Registrants Common Equity,
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


276.


Selected Financial Data


287.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


287A.


Quantitative and Qualitative Disclosures About
    Market Risk


358.


Financial Statements and Supplementary Data


359.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


369A.


Controls and Procedures


369B.


Other Information


36PART III10.


Directors, Executive Officers and Corporate
    Governance


3711.


Executive Compensation


3712.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


3713.


Certain Relationships and Related Transactions,
    and Director Independence


3714.


Principal Accountant Fees and Services


37PART IV15.


Exhibits and Financial Statement Schedules


38Financial StatementsList of SubsidiariesConsent of Independent Registered Public Accounting FirmConsent of Independent Registered Public Accounting FirmSection 302 CertificationSection 302 CertificationSection 906 CertificationSection 906 Certification   2




---



##### Table of Contents



FORWARD
    LOOKING STATEMENTS
    forward-looking statements,
     3




---



##### Table of Contents



PART I    Item 1.
    Description
    of Business  Overview
  ® ®
          Market
  Neurostimulation
    Market
   4




---



##### Table of Contents



Voiding
    Dysfunction Market
        
    Technology advances and patient awareness. Patients
    often weigh the clinical benefits against the invasiveness of
    the procedures when choosing a treatment alternative. In recent
    years, with the publicity associated with new technology and
    minimally invasive treatment alternatives, we believe the number
    of patients visiting physicians to seek treatment for voiding
    dysfunctions has increased. As a result, we believe more
    patients will begin to choose treatments other than drug
    therapy, which may have adverse side effects, or other
    alternatives, which simply manage their disorder.
    Emphasis on quality of life. Patients have placed an
    increased emphasis on quality of life issues and maintaining
    active lifestyles. Their desire to improve quality of life is
    usually an important factor in selecting a treatment for their
    disorder. We believe patients seeking treatment are increasingly
    considering alternatives designed to cure or treat a voiding
    dysfunction rather than simply manage it. As a result, we
    believe patients will increasingly choose minimally invasive
    surgical treatments or other effective treatments such as
    neurostimulation.
    Aging population. The number of individuals
    developing voiding dysfunctions will increase as the population
    ages and as life expectancies continue to rise.  Background
    of Overactive Bladder Symptoms
   5




---



##### Table of Contents



Treatment
    of Overactive Bladder Symptoms
  Drug Therapy.
  Biofeedback and Behavioral Modification.
  Neurostimulation.
  
    Surgical. The sacral nerve stimulation device
    consists of a surgically implanted lead under the region of the
    upper buttocks and an implanted stimulator in the buttocks to
    deliver mild electrical pulses to the sacral nerve plexus. We
    believe that most office-based physicians will first recommend
    to patients drug therapy or PTNS treatments over the more
    invasive, surgically implanted procedure. We believe that
    patients may be more inclined to elect a less invasive treatment
    option for urinary symptoms instead of an invasive surgery.
    Minimally Invasive. PTNS delivers stimulation to the
    sacral nerve plexus by temporarily applying electrical pulses to
    the tibial nerve, accessed through a non-surgical, percutaneous
    approach on the lower leg. Neurostimulation using PTNS has a
    therapeutic effect documented in published clinical studies.
    Because PTNS is non-surgical, it has a low risk of complication
    and is typically performed in a physicians office.  Uroplasty
    Solution for Treatment of Urinary Symptoms Often Associated with
    Overactive Bladder
  Urgent
    PC Non-Surgical Neurostimulation System
    30-minute follow-up
   6




---



##### Table of Contents



Background
    of Urinary Incontinence
  Causes
    of Urinary Incontinence
    Types
    of Urinary Incontinence
    
    Stress Urinary Incontinence Stress urinary
    incontinence, or SUI, refers to the involuntary loss of urine
    due to an increase in intra-abdominal pressure from ordinary
    physical activities, such as coughing, sneezing, laughing,
    straining or lifting. SUI, the most common form of urinary
    incontinence among women, is estimated to affect almost
    30 million women over the age of 18 in the
    U.S. (Hampel et al., 1997 and 2000 U.S. census data).
    SUI is caused by urethral hypermobility
    and/or
    intrinsic sphincter deficiency (ISD). Urethral
    hypermobility  abnormal movement of the bladder neck
    and urethra  occurs when the anatomic supports for
    the bladder neck and urethra have weakened. This anatomical
    change is often the result of childbirth. SUI can also be caused
    by intrinsic sphincter deficiency, or the inability of the
    sphincter valve or muscle to function properly. Intrinsic
    sphincter deficiency, or ISD, can be due to congenital sphincter
    weakness or can result from deterioration of the urethral
    muscular wall due to aging or damage following trauma, spinal
    cord lesion or radiation therapy.
    Urge Incontinence Urge incontinence refers to
    the involuntary loss of urine associated with an abrupt, strong
    desire to urinate. Urge incontinence often occurs when
    neurologic problems cause the bladder to contract and empty with
    little or no warning.
    Overflow Incontinence Overflow incontinence
    is associated with an over-distention of the bladder. This can
    be the result of an under-active bladder or an obstruction in
    the bladder or urethra.
    Mixed Incontinence Mixed incontinence is the
    combination of both urge and stress incontinence (and, in some
    cases, overflow). Since prostate enlargement often obstructs the
    urethra, older men often have urge incontinence coupled with
    overflow incontinence.    Curative
    Treatment of Urinary Incontinence
  Injectable Bulking Agents.
 7




---



##### Table of Contents



Surgery.
  Uroplasty
    Solution for Urinary Incontinence
  Macroplastique
      Other
    Uroplasty Products
  tm
  tm
  tm tm
    Uroplasty
    Strategy
    
    Educate physicians about the benefits of Urgent
    PC. We believe education of physicians and patients
    regarding the benefits of the Urgent PC system are critical to
    the successful adoption of this system. To this end, we
    initiated in the United States multi-center randomized
    prospective clinical trial 8




---



##### Table of Contents



comparing the Urgent PC system to the most commonly prescribed
    pharmaceutical treatment of OAB symptoms. We completed the
    patient enrollment for this study in late 2007. We believe the
    results of this and other studies, if successful, will allow us
    to expand our marketing and clinical 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 system.  
    Build patient awareness of office-based
    solutions. 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.
    These marketing efforts may include patient-oriented marketing
    materials for physicians to use to inform patients of the
    availability and potential benefits of our Urgent PC system.
    Increasing patient awareness of our treatment alternatives will
    help physicians build their practices and simultaneously
    increase sales of our products.
    Focus on office-based solutions for physicians. We
    believe our company is uniquely positioned to provide a broad
    product offering of office-based solutions for physicians. By
    expanding our United States presence, we intend to develop
    long-standing relationships with leading physicians treating
    overactive bladder and incontinence symptoms. These
    relationships will provide us with a source of new product ideas
    and a conduit through which to introduce new products. We 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.
    Increase market coverage in the United States and
    internationally. We believe that in addition to the
    international market, the United States presents a significant
    opportunity for future sales of our products. In order to grow
    our United States business, we have expanded our sales
    organization, consisting of direct field sales personnel and
    independent sales representatives, a marketing organization and
    a reimbursement department to market our products directly to
    our customers. We anticipate further increasing our sales and
    marketing organization in the United States, as needed, to
    support our sales growth. In addition, we intend to expand our
    European presence by creating new distribution partnerships.
    Develop, license or acquire new products. We believe
    that our office-based solutions are an important competitive
    advantage because they allow us to address the various
    preferences of doctors and patients, as well as the quality of
    life issues presented by voiding dysfunctions. An important part
    of our growth strategy is to broaden our product line further to
    meet customer needs by developing new products.  Sales,
    Distribution and Marketing
       9




---



##### Table of Contents



Third-Party
    Reimbursement
    
    coding, which ensures uniform descriptions of procedures,
    diagnoses and medical products;
    coverage, which is the payors policy describing the
    clinical circumstances under which it will pay for a given
    treatment; and
    payment processes and amounts.        Manufacturing
    and Suppliers
         10




---



##### Table of Contents



Competition
    ® ®
  ® ® ® ®
  ® ® ® ® ®
   11




---



##### Table of Contents



Government
    Regulation
    United
    States
    
    fines, injunctions, and civil penalties;
    recall or seizure of products;
    operating restrictions, or total or partial suspension of
    production;
    denial of requests for 510(k) clearance or pre-market approval
    of new products;
    withdrawal of existing approvals; and
    criminal prosecution.          
    Quality System Regulations, which require manufacturers to
    follow design, testing, control, documentation and other quality
    assurance procedures during the manufacturing process;
    labeling regulations, which govern product labels and labeling,
    prohibit the promotion of products for unapproved or
    off-label uses and impose other restrictions on
    labeling and promotional activities;
    medical device reporting regulations, which require that
    manufacturers report to FDA if their device may have caused or
    contributed to a death or serious injury or malfunctioned in a
    way that would likely cause or contribute to a death or serous
    injury if it were to recur; and
    notices of correction or removal, and recall regulations.    
    regulate our design and manufacturing processes and control them
    by the use of written procedures;
    investigate any deficiencies in our manufacturing process or in
    the products we produce; 12




---



##### Table of Contents




    keep detailed records and maintain a corrective and preventative
    action plan; and
    allow FDA to inspect our manufacturing facilities on a periodic
    basis to monitor our compliance with Quality System Regulations.    European
    Union and Other Regions
          Patents,
    Trademarks and Licenses
     13




---



##### Table of Contents



Research
    and Development
    Product
    Liability
    Compliance
    with Environmental Laws
    Dependence
    on Major Customers
    Employees
    Incorporation
    and Current Subsidiaries
   14




---



##### Table of Contents



Uroplasty BV

Incorporated in The Netherlands, distributes the Urgent PC,
    Macroplastique, Bioplastique, VOX Implants, PTQ Implants and
    wound care products. Products are sold primarily through
    distributors.Uroplasty LTD

Incorporated in the United Kingdom and acts as the sole
    distributor of Urgent PC, Macroplastique, Bioplastique, PTQ
    Implants, all of their accessories, and wound care products in
    the United Kingdom and Ireland. Also distributes the I-Stop in
    the United Kingdom.  Products are sold primarily through a
    direct sales organization.   Item 1A.
    Risk
    Factors  Investing in our common stock involves a high degree of risk.
    You should carefully consider the risk factors set forth below
    and all other information contained in this Annual Report on
    Form 10-K
    before purchasing our common stock. If the following risks
    actually occur, our business, financial condition and results of
    operations could be seriously harmed, the price of our common
    stock could decline and you could lose part or all of your
    investment.
  We
    continue to incur losses and may never reach
    profitability
    If we
    are not able to attract, retain and motivate our sales force and
    expand our distribution channels, our sales and revenues will
    suffer.
    We are
    dependent on the availability of third-party reimbursement for
    our revenues.
   15




---



##### Table of Contents



We are
    unable to predict how quickly or how broadly the market will
    accept our products. If demand for our products fails to develop
    as we expect, our revenues will decline or we may be unable to
    increase our revenues and be profitable.
    The
    size and resources of our competitors may allow them to compete
    more effectively than we can, which could adversely affect our
    potential profitability.
    We are
    primarily dependent on sales of two product lines and our
    business may suffer if sales of these product lines
    decline.
    We may
    require additional financing in the future which may not be
    available to us when required, or may be available only on
    unfavorable terms.
  scale-up
 16




---



##### Table of Contents



Our
    products and facilities are subject to extensive regulation,
    with which compliance is costly and which exposes us to
    penalties for non-compliance.
    
    imposing fines and penalties on us;
    preventing us from manufacturing or selling our products;
    bringing civil or criminal charges against us;
    delaying the introduction of our new products into the market;
    enforcing operating restrictions;
    recalling or seizing our products; or
    withdrawing or denying approvals or clearances for our products.         17




---



##### Table of Contents



The
    marketing of our products requires a significant amount of time
    and expense and we may not have the resources to successfully
    market our products, which would adversely affect our business
    and results of operations.
    If
    third parties claim that we infringe upon their intellectual
    property rights, we may incur liabilities and costs and may have
    to redesign or discontinue selling the affected
    product.
    
    be expensive and time consuming to defend;
    result in us being required to pay significant damages to third
    parties;
    cause us to cease making or selling products that incorporate
    the challenged intellectual property;
    require us to redesign, reengineer or rebrand our products, if
    feasible;
    require us to enter into royalty or licensing agreements in
    order to obtain the right to use a third partys
    intellectual property, which agreements may not be available on
    terms acceptable to us or at all;
    divert the attention of our management; or
    result in our customers or potential customers deferring or
    limiting their purchases or use of the affected products until
    resolution of the litigation.    If we
    are unable to adequately protect our intellectual property
    rights, we may not be able to compete effectively and we may not
    be profitable.
   18




---



##### Table of Contents



Product
    liability claims could adversely affect our business and results
    of operations.
    If we
    are not able to successfully
    scale-up
    production of our products, our sales and revenues will
    suffer.
    scale-up scale-up
    The
    loss or interruption of materials from any of our key suppliers
    could slow down the manufacture of our products, which would
    limit our ability to generate sales and revenues.
   19




---



##### Table of Contents



If we
    are not able to maintain sufficient quality controls, regulatory
    approvals by the European Union, the FDA or other relevant
    authorities of our products could be delayed or denied and our
    sales and revenues will suffer.
      If we
    are unable to continue to develop and market new products and
    technologies, we may experience a decrease in demand for our
    products or our products could become obsolete, and our business
    would suffer.
    If we are not able to acquire or license other products,
    our business and future growth prospects could suffer.
     20




---



##### Table of Contents




    we may be unable to integrate the acquired business or products
    successfully and realize anticipated economic, operational and
    other benefits in a timely manner; and
    the acquisition may disrupt our ongoing business, distract our
    management and divert our resources.  If
    physicians do not recommend and endorse our products, our sales
    may decline or we may be unable to increase our sales and
    profits.
    Our
    business strategy relies on assumptions about the market for our
    products, which, if incorrect, would adversely affect our
    business prospects and profitability.
    The
    loss of our key customers could result in a material loss of
    revenues.
    Negative
    publicity regarding the use of silicone material in medical
    devices could harm our business and result in a material
    decrease in revenues.
   21




---



##### Table of Contents



The
    risks inherent in operating internationally and the risks of
    selling and shipping our products and of purchasing our
    components and products internationally may adversely impact our
    net sales, results of operations and financial
    condition.
  non-United
 and/or
  
    the imposition of additional U.S. and foreign governmental
    controls or regulations;
    the imposition of costly and lengthy new export licensing
    requirements;
    the imposition of
    U.S. and/or
    international sanctions against a country, company, person or
    entity with whom the company does business that would restrict
    or prohibit continued business with the sanctioned country,
    company, person or entity;
    political and economic instability;
    fluctuations in the value of the U.S. dollar relative to
    foreign currencies;
    a shortage of high-quality sales people and distributors;
    loss of any key personnel that possess proprietary knowledge, or
    who are otherwise important to our success in certain
    international markets;
    changes in third-party reimbursement policies that may require
    some of the patients who receive our products to directly absorb
    medical costs or that may necessitate the reduction of the
    selling prices of our products;
    changes in duties and tariffs, license obligations and other
    non-tariff barriers to trade;
    the imposition of new trade restrictions;
    the imposition of restrictions on the activities of foreign
    agents, representatives and distributors;
    scrutiny of foreign tax authorities which could result in
    significant fines, penalties and additional taxes being imposed
    on us;
    pricing pressure that we may experience internationally;
    laws and business practices favoring local companies;
    longer payment cycles;
    difficulties in enforcing agreements and collecting receivables
    through certain foreign legal systems;
    difficulties in enforcing or defending intellectual property
    rights; and
    exposure to different legal and political standards due to our
    conducting business in approximately 40 countries. 22




---



##### Table of Contents



Fluctuations
    in foreign exchange rates could negatively impact our results of
    operations.
    Proposals
    to modify the health care system in the U.S. or other countries
    could affect the pricing of our products. If we cannot sell our
    products at the prices we plan to, our margins and profitability
    could be adversely affected.
      If our
    information systems fail or if we experience an interruption in
    their operation, our business and results of operations could be
    adversely affected.
    
    earthquake, fire, flood and other natural disasters;
    terrorist attacks and attacks by computer viruses or
    hackers; and
    power loss or computer systems, Internet, telecommunications or
    data network failure.    If we
    lose the services of our chief executive officer or other key
    personnel, we may not be able to manage our operations and meet
    our strategic objectives.
   23




---



##### Table of Contents



You
    may be unable to sell your investment.
    Our
    stock price may fluctuate and be volatile.
    
    variations in our quarterly financial results;
    developments regarding regulatory clearances or approvals of our
    products;
    market acceptance of our products;
    the success of our efforts to acquire or license additional
    products;
    announcements of new products or technologies by us or our
    competitors;
    developments regarding our patents and proprietary rights or
    those of our competitors;
    developments in U.S. or international reimbursement systems;
    changes in accounting standards, policies, guidance or
    interpretations;
    sales of substantial amounts of our stock by existing
    shareholders; and
    general economic conditions, including the current economic
    downturn.    Future
    sales of our common stock in the public market could lower our
    share price.
     24




---



##### Table of Contents



We
    will be exposed to risks relating to evaluations of controls
    required by Section 404 of the Sarbanes-Oxley
    Act.
    Our
    corporate documents and Minnesota law contain provisions that
    could discourage, delay or prevent a change in control of our
    company.
      We do
    not intend to declare dividends on our stock in the foreseeable
    future.
    Item 1B.
    Unresolved
    Staff Comments   25




---



##### Table of Contents



Item 2.
    Description
    of Property    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   26




---



##### Table of Contents



PART II   Item 5. Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market Information.
      Fiscal Quarters

Low


HighFirst Quarter

$
3.20


$
5.00Second Quarter


3.70



4.50Third Quarter


3.57



4.26Fourth Quarter


3.00



4.07     Securities Authorized for Issuance Under Equity Compensation
    Plans.
  Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to


Weighted-Average


Equity Compensationbe Issued Upon Exercise


Exercise Price of


Plans (Excludingof Outstanding Options,


Outstanding Options,


Securities ReflectedWarrants and Rights


Warrants and Rights


in the First Column)Equity Compensation Plans Approved by Security Holders


938,100


$
3.82



524,500
(2)Equity Compensation Plans Not Approved by Security
    Holders (1)


1,398,357


$
3.97



0Total


2,336,457


$
3.91



524,500   (1)
    
    The following is a brief description of the various equity
    compensation plans not approved by our stockholders.     27




---



##### Table of Contents



(2)
    
    On May 3, 2006, our shareholders adopted our 2006 Stock and
    Incentive Plan. At that time, we froze our other option plans
    previously approved by our shareholders. As of March 31,
    2008, 524,500 securities remain available for future issuance
    under our 2006 Stock and Incentive Plan.  Repurchase of Common Stock.
 Item 6. Selected
    Financial Data   Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
    Strategy
    
    Educate physicians about the benefits of our Urgent PC system;
    Build patient awareness of office-based solutions;
    Focus on office-based solutions for physicians;
    Increase market coverage in the United States and
    internationally; and
    Develop, acquire or license new products. 28




---



##### Table of Contents



Our
    Products
            Sales,
    Distribution and Marketing
    Critical
    Accounting Policies
    Revenue Recognition.
 29




---



##### Table of Contents



Accounts Receivable.
  Inventories. first-in,
  Foreign Currency Translation/Transactions.
  Impairment of Long-Lived Assets.
  Share-Based Compensation. Share-Based Payment,
    Defined Benefit Pension Plans.
 30




---



##### Table of Contents



Income Taxes.
      Results
    of Operations
  Net Sales.
      Gross Profit.
      General and Administrative Expenses.
 31




---



##### Table of Contents



Research and Development Expenses.
  Selling and Marketing Expenses.
  Amortization of Intangibles.
  Other Income (Expense).
    Income Tax Expense:
  Non-GAAP Financial Measures.
 32




---



##### Table of Contents



Years endedMarch 31,2008

2007Gross ProfitGAAP gross profit


$10,920,676


$5,720,466% of sales


79%


69%SFAS 123 (R) stock-based compensation


22,531


1,361Depreciation expenses


54,635


52,081Non-GAAP gross profit


10,997,842


5,773,908Operating ExpensesGAAP operating expenses


14,849,871


10,692,791SFAS 123 (R) stock-based compensation


1,016,362


745,156Depreciation expenses


174,384


144,257Amortization expenses


843,533


103,511Non-GAAP operating expenses


12,815,592


9,699,867Operating LossGAAP operating loss


(3,929,195)


(4,972,325)SFAS 123 (R) stock-based compensation


1,038,893


746,517Depreciation expenses


229,019


196,338Amortization expenses


843,533


103,511Non-GAAP operating loss


$(1,817,750)


$(3,925,959)   Liquidity
    and Capital Resources
  Cash Flows.
    Sources of Liquidity.
   33




---



##### Table of Contents



Commitments and Contingencies.
           34




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair Value Measurements
  The Fair Value Option for Financial Assets and
    Financial Liabilities contract-by-contract Accounting for Derivative
    Instruments and Hedging Activities
  Business Combinations
  Noncontrolling Interest in Consolidated Financial
    Statements  an amendment of ARB 51
 Item 7A. Quantitative
    and Qualitative Disclosures About Market Risk  Not
    applicable
 Item 8. Financial
    Statements and Supplementary Data   35




---



##### Table of Contents



Item 9. Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure      Regulation S-K.
 Item 9A. Controls
    and Procedures  Disclosure Controls and Procedures. Rules 13(a)-15(e)
  Internal Control Matters.
       Item 9B. Other
    Information   36




---



##### Table of Contents



PART III   Item 10. Directors,
    Executive Officers, and Corporate Governance   Item 11. Executive
    Compensation   Item 12. Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   Item 13. Certain
    Relationships and Related Transactions, and Director
    Independence   Item 14. Principal
    Accountant Fees and Services   37




---



##### Table of Contents



PART IV   Item 15. Exhibits
    and Financial Statement Schedules  Form 10-K:
    PAGEReports of Independent Registered Public Accounting Firms


F-2Consolidated Balance Sheets


F-4Consolidated Statement of Operations


F-6Consolidated Statements of Shareholders Equity and
    Comprehensive Loss


F-7Consolidated Statements of Cash Flows


F-8Notes to Consolidated Financial Statements


F-9          AdditionsBalance at

charged to



Effects of foreign

Balance atbeginning of

costs and

Written off,

currency

end of fiscalfiscal year

expenses

less recoveries

fluctuations

yearFiscal Year ended March 31, 2008

$
7,000


$
146,000


$
(71,000
)


$-


$
82,000Fiscal Year ended March 31, 2007


42,000



8,000



(46,000
)


3,000



7,000       Number

Description2
.1

First Amended Joint Plan of Reorganization (Modified) dated
    January 31, 1994 (Incorporated by reference to
    Exhibit 8.2 to Registrants Registration Statement on
    Form 10SB)3
.1

Restated Articles of Incorporation of Uroplasty, Inc.
    (Incorporated by reference to Exhibit 3.1 to
    Registrants Registration Statement on
    Form SB-2,
    Registration Statement
    No. 333-146787)3
.2

Amendment to Restated Articles of Incorporation of Uroplasty,
    Inc. (Incorporated by reference to Exhibit 3.3 to
    Registrants
    Form 8-K
    dated October 24, 2006)4
.1

Form of Stock Certificate representing shares of our Common
    Stock (Incorporated by reference to Exhibit 3.1 to
    Registrants Registration Statement on Form 10SB)4
.2

Form of Warrant (Incorporated by reference to Exhibit 4.2
    to Registrants Registration Statement on
    Form SB-2,
    Registration
    No. 333-128313)4
.3

Form of Selling Agents Warrant (Incorporated by reference
    to Exhibit 4.3 to Registrants
    Form SB-2/A
    1 filed November 27, 2006, Registration
    No. 333-138267) 38




---



##### Table of Contents



Number

Description10
.1

Settlement Agreement and Release dated November 30, 1993 by
    and between Bioplasty, Inc., Bio-Manufacturing, Inc., Uroplasty,
    Inc., Arthur A. Beisang, Arthur A. Beisang III, MD and Robert A.
    Ersek, MD (Incorporated by reference to Exhibit 6.1 to
    Registrants Registration Statement on Form 10SB)10
.2

Purchase and Sale Agreement dated December 1, 1995 by and
    among Bio-Vascular, Inc., Bioplasty, Inc., and Uroplasty, Inc.
    (Incorporated by reference to Exhibit 6.2 to
    Registrants Registration Statement on Form 10SB)10
.3

License Agreement dated December 1, 1995 by and between
    Bio-Vascular, Inc. and Uroplasty, Inc. (Incorporated by
    reference to Exhibit 6.3 to Registrants Registration
    Statement on Form 10SB)10
.4

Unsecured $640,000 Promissory Note dated March 30, 1994 by
    and between Bioplasty, Inc., Uroplasty, Inc. and Bioplasty
    Product Claimants Trust (Incorporated by reference to
    Exhibit 6.5 to Registrants Registration Statement on
    Form 10SB)10
.5

Agreement and Satisfaction dated January 30, 1995 by and
    between Bioplasty Product Claimants Trust and Bioplasty,
    Inc. (Incorporated by reference to Exhibit 6.6 to
    Registrants Registration Statement on Form 10SB)10
.6

Asset Sale and Satisfaction of Debt Agreement dated
    June 23, 1995 by and between Bioplasty, Inc. and Uroplasty,
    Inc. (Incorporated by reference to Exhibit 6.7 to
    Registrants Registration Statement on Form 10SB)10
.7

Executory Contract Assumption Stipulation dated
    December 28, 1993 by and between Bioplasty, Inc.,
    Uroplasty, Inc., and Collagen Corporation (Incorporated by
    reference to Exhibit 6.8 to Registrants Registration
    Statement on Form 10SB)10
.8

Settlement and License Agreement dated July 23, 1992 by and
    between Collagen Corporation, Bioplasty, Inc., and Uroplasty,
    Inc. (Incorporated by reference to Exhibit 6.9 to
    Registrants Registration Statement on Form 10SB)10
.9

Employment Agreement between Uroplasty, Inc. and Susan Holman
    dated December 7, 1999. (Incorporated by reference to
    Exhibit 10.13 to Registrants
    Form 10-KSB
    for the year ended
    03-31-2000.)*10
.10

Employment Agreement between Uroplasty, Inc. and Larry Heinemann
    dated December 7, 1999. (Incorporated by reference to
    Exhibit 10.14 to Registrants
    Form 10-KSB
    for the year ended
    03-31-2000.)*10
.11

Agreement, dated October 14, 1998, by and between
    Uroplasty, Inc. and Samir M. Henalla (pertaining to
    Macroplastique Implantation System). (Incorporated by reference
    to Exhibit 10.15 to Registrants
    Form 10-KSB/A
    for the year ended
    03-31-2001)10
.12

Employment Agreement between Uroplasty, Inc. and Mr. Marc
    Herregraven dated November 15, 2002. (Incorporated by
    reference to Exhibit 10.15 to Registrants
    Form 10-KSB
    for the year ended
    03-31-2003)*10
.13

Form of Securities Purchase Agreement dated as of April 21,
    2005, by and among Uroplasty, Inc., and the investors identified
    on the signature pages thereto (Incorporated by reference to
    Exhibit 10.20 to Registrants
    Form 8-K
    dated April 21, 2005)10
.14

Form of Warrant (Incorporated by reference to Exhibit 10.21
    to Registrants
    Form 8-K
    dated April 21, 2005)10
.15

Form of Registration Rights Agreement dated as of April 21,
    2005, by and among Uroplasty, Inc., and the investors named
    therein (Incorporated by reference to Exhibit 10.22 to
    Registrants From
    8-K dated
    April 21, 2005)10
.16

Employment Agreement between Uroplasty, Inc. and Mahedi A.
    Jiwani dated November 14, 2005 (Incorporated by reference
    to Exhibit 10.24 to Registrants
    Form 10-QSB
    for the period ended September 30, 2005)*10
.17

Lease Agreement between Uroplasty, Inc. and Liberty Property
    Limited Partnership dated January 20, 2006 (Incorporated by
    reference to Exhibit 10.25 to Registrants
    Form 8-K
    dated January 24, 2006) 39




---



##### Table of Contents



Number

Description10
.18

Employment Agreement between Uroplasty, Inc. and David B. Kaysen
    dated May 17, 2006 (Incorporated by reference to
    Exhibit 10.30 to Registrants
    Form 10-KSB
    for the fiscal year ended March 31, 2006)*10
.20

Form of Registration Rights Agreement dated as of August 7,
    2006, by and among Uroplasty, Inc., and the investors identified
    named therein (Incorporated by reference to Exhibit 10.34
    to Registrants
    Form 8-K
    dated August 8, 2006)10
.21

Form of Warrant dated August 7, 2006 (Incorporated by
    reference to Exhibit 10.33 to Registrants From
    8-K dated
    August 8, 2006)10
.22

Form of Purchase Agreement, dated as of March 15, 2007, by
    and between Uroplasty, Inc. and CystoMedix, Inc. (Incorporated
    by reference to Exhibit 10.36 to Registrants
    Form 8-K
    filed March 20, 200710
.23

Business Loan Agreement and related Promissory Note dated
    May 1, 2007 with Venture Bank (Incorporated by reference to
    Exhibit 10.37 to Registrants
    Form 8-K
    dated May 4, 2007)14
.1

Revised Code of Ethics titled Code of Business Conduct and
    Ethics for Directors, Officers and Employees (Incorporated by
    reference to Exhibit 14.1 to Registrants
    Form 8-K
    filed April 11, 2007)   *
    
    Management contract, compensation plan or arrangement    Number

Description13


Financial Statements21
.0

List of Subsidiaries23
.1

Consent of Independent Registered Public Accounting
    Firm  Grant Thornton, LLP23
.2

Consent of Independent Registered Public Accounting
    Firm  McGladrey & Pullen, LLP31


Certifications by the CEO and CFO pursuant to Section 302
    of the Sarbanes-Oxley Act of 200232


Certifications by the CEO and CFO pursuant to 18 USC
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002  40




---



##### Table of Contents



SIGNATURES
       By
    /s/  David
    B. Kaysen       Name

Title / Capacity

Date/s/  David
    B. KaysenDavid
    B. Kaysen

President, Chief Executive Officer and
    Director (Principal Executive Officer)

June 9, 2008/s/  Mahedi
    A. JiwaniMahedi
    A. Jiwani

Vice President, Chief Financial Officer and Treasurer 
    (Principal Financial and Accounting Officer)

June 9, 2008/s/  R.
    Patrick MaxwellR.
    Patrick Maxwell

Chairman of the Board of Directors

June 9, 2008/s/  Thomas
    E. JamisonThomas
    E. Jamison

Director

June 9, 2008/s/  Lee
    A. JonesLee
    A. Jones

Director

June 9, 2008/s/  James
    P. StaunerJames
    P. Stauner

Director

June 9, 2008/s/  Sven
    A. WehrweinSven
    A. Wehrwein

Director

June 9, 2008  41