##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB
 Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended March 31, 2007
 Commission File No. 000-20989
 UROPLASTY, INC.
  Minnesota
    
    41-1719250(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 5420 Feltl Road
Minnetonka, Minnesota 55413-2820
 (952) 426-6140
   þ o
 þ
 o þ
  
 o þ




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TABLE OF CONTENTS  PART IItem 1. Description of BusinessItem 2. Description of PropertyItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Common Equity and Related Stockholder MattersItem 6. Managements Discussion and Analysis of Financial Conditions and Results of OperationsItem 7. Financial StatementsItem 8. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 8A. Controls and ProceduresItem 8B. Other InformationPART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange ActItem 10. Executive CompensationItem 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Certain Relationships and Related TransactionsItem 13. Exhibits and ReportsItem 14. Principal Accountant Fees and ServicesSIGNATURESForm of Exclusive Distribution AgreementFinancial StatementsList of SubsidiariesConsent of Independent Registered Public Accounting Firm302 Certification of CEO and CFO906 Certification of CEO and CFO    Table of Contents  
  forward-looking statements,
   
 Item 1. Description of Business
 Overview
  Our Strategy
  
    
    Focus on office-based solutions for physicians.We believe that our company is uniquely
positioned to provide a broad product offering of office-based solutions for physicians.
By expanding our U.S. presence, we intend to develop long-standing relationships with
leading physicians treating incontinence and overactive bladder symptoms. These
relationships will provide us with a source of new product ideas and a conduit through
which to introduce new products. We also intend to develop marketing programs to assist
physicians in marketing their practices and to provide innovative programs focused on
helping physicians attract patients and develop referral networks. Building these
relationships is an important part of our growth strategy, particularly for the development
and introduction of new products.
    
    Grow our U.S. sales and international distribution.We believe that in addition to
international markets, the U.S. is a significant opportunity for future sales of our
products. In order to grow our U.S. business, we have expanded our sales organization,
consisting of direct field sales and independent sales representatives, marketing
organization and reimbursement department to market our products directly to our customers.
We anticipate further increasing, as needed, our sales and marketing organization in the
United States to support our sales growth. In addition, we intend to expand our European
presence by creating new distribution partnerships.
    
    Educate physicians and patients about the benefits of our Urgent®PC neuromodulation
system.We believe education of physicians and patients regarding the benefits of our
Urgent PC is critical to the successful adoption of this product. To this end, we have
initiated a clinical trial, which is a U.S. multi-center randomized prospective study
comparing the Urgent PC device to the most commonly prescribed pharmaceutical treatment
 2




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##### Table of Contents



for OAB symptoms. We believe the results of this and other studies, if successful, will
allow us to expand our marketing and sales efforts. These sales and marketing efforts may
include physician training and education programs which will emphasize the clinical efficacy
and ease of use of our Urgent PC product as well as patient-oriented marketing materials for
physicians to use to inform patients of the availability and potential benefits of our
Urgent PC product.
    
    Provide patient-driven alternatives.Patients often weigh the quality of life benefits
of electing to undergo a surgical procedure against the invasiveness of the procedure. We
intend to continue to expand our marketing efforts to build patient awareness of these
treatment alternatives and encourage patients to see physicians. We believe this will help
physicians build their practices and simultaneously increase sales of our products.
    
    Develop, license or acquire products.We believe that our broad and diverse product
offering is an important competitive advantage because it allows us to address the various
preferences of doctors and patients, as well as the quality of life issues presented by
voiding dysfunctions. An important part of our growth strategy is to broaden our product
line further to meet customer needs by developing new products internally, licensing or
acquiring new products through acquisitions.
 Our Products
 ® ® ® ®
 ®
 TM
 Sales, Marketing and Distribution
    3




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Voiding Dysfunctions
  The Problem of Urinary Incontinence
  Causes of Urinary Incontinence
   Types of Urinary Incontinence
  
    
    Stress Urinary Incontinence- Stress urinary incontinence (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. For the
majority of women with SUI (9 million of the 11 million in the U.S.), their incontinence is
caused by urethral hypermobility. 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. Stress urinary
incontinence can also be caused by intrinsic sphincter deficiency, or the inability of the
sphincter muscle to function properly. Intrinsic sphincter deficiency can be due to
congenital sphincter weakness or can result from deterioration of the urethral muscular wall
due to changes of aging or damage following trauma, spinal cord lesion or radiation therapy.
The National Association for Continence (NAFC) estimates up to 15% of female stress urinary
incontinence is a result of intrinsic sphincter deficiency (ISD). For many women, their SUI
is a combination of urethral hypermobility and ISD.
    
    Urge Incontinence- Urge incontinence refers to the involuntary loss of urine associated
with an abrupt, strong desire to urinate. Urge incontinence often occurs when neurological
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). Clinicians estimate that 30% of women
suffering from stress urinary incontinence also exhibit symptoms of urge incontinence.
Since prostate enlargement often obstructs the urethra, older men often have urge
incontinence coupled with overflow incontinence.
 4




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Management and Curative Treatment of Urinary Incontinence
  Management of Urinary Incontinence
 Absorbent Products
 Behavior Modification
 Occlusion and Compression Devices
 Urinary Catheters and Collection Devices
 Drug Therapy
 Curative Treatment of Urinary Incontinence
 Injectable Urethral Tissue Bulking Agents
   Surgery
  5




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Uroplasty Solutions for Urinary Incontinence
  Macroplastique® Implants
 ®
    I-Stop Sling
 TM
   The Problem of Overactive Bladder
   6




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Treatment of Overactive Bladder Symptoms
 Drug Therapy.
 Biofeedback and Behavioral Modification
 Neuromodulation
   Uroplasty Solutions for Overactive Bladder
 Urgent® PC Neuromodulation System
     7




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##### Table of Contents



The Problem of Fecal Incontinence
   Treatment of Fecal Incontinence
  Uroplasty Solutions for Fecal Incontinence
  Other Uroplasty Products
 ® ®
  Manufacturing and Suppliers
     8




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Competition
  ® ® ® ® ® ® ®
  ® ® ®
 ®  ® ® ® ®
  Government Regulation
  9




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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.
  510(k) Clearance.
  Pre-market Approval.
  10




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Continuing FDA Regulation.
 
    
    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 the 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 serious injury
if it were to recur;
    
    post-market surveillance activities monitor use of the products placed in the market place; and
    
    notices of correction or removal, and recall regulations.
 FDA Oversight of Manufacturing Operations.
 
    
    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;
    
    keep detailed records and maintain a corrective and preventative action plan; and
    
    allow the FDA to inspect our manufacturing facilities on a periodic basis to monitor our
compliance with Quality System Regulations.
 European Union and Other Regions
   Third-Party Reimbursement
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
    
    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 amount.
   Patents, Trademarks and Licenses
     ® ® ® ® ® ®
  12




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Research and Development
  Product Liability
  Compliance with Environmental Laws
  Dependence on Major Customers
  Employees
  Incorporation and Current Subsidiaries
   Uroplasty BV
    
    Incorporated in The Netherlands, distributes the Urgent PC
and wound care products, and is the manufacturer of
Macroplastique, Bioplastique, VOX Implants, PTQ Implants and
all of their accessories. Products are sold primarily
through distributors. We plan to discontinue our
manufacturing operations in The Netherlands and transition
the production to our facility in Minnesota in calendar
2007.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.
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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-KSB 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
  We will require additional financing in the future which may not be available to us when required,
or may be available only on unfavorable terms.
  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 primarily dependent on sales of one product and our business would suffer if sales of this
product decline.
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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.
  Our products and facilities are subject to extensive regulation with which compliance is costly and
which exposes us to penalties for non-compliance. We may not be able to obtain required regulatory
approvals for our products in a cost-effective manner or at all, which could adversely affect our
business and results of operations.
  
    
    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.
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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.
   Product liability claims could adversely affect our business and results of operations.
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If we are not able to successfully scale-up production of our products, our sales and revenues will
suffer.
    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.
  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 not able to acquire or license other products, our business and future growth prospects
could suffer.
  17




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
    
    we may be unable to integrate the acquired business 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.
 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.
  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.
 
 
    
    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;
 18




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
    
    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.
  Fluctuations in foreign exchange rates could negatively impact our results of operations.
  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.
  19




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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.
  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 dependent on the availability of third-party reimbursement for our revenues.
  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.
  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.
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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.
 
 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;
 21




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##### Table of Contents




    
    changes in accounting standards, policies, guidance or interpretations;
    
    sales of substantial amounts of our stock by existing shareholders; and
    
    general economic conditions.
  Future sales of our common stock in the public market could lower our share price.
   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.
   22




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We do not intend to declare dividends on our stock in the foreseeable future.
  
 Item 2. Description of Property
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  23




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Item 5. Market for Common Equity and Related Stockholder Matters
 Market Information
   Fiscal Quarters
    
    Low
    
    HighFirst Quarter
    
    $
    1.70
    
    
    $
    2.60Second Quarter
    
    
    1.62
    
    
    
    3.80Third Quarter
    
    
    2.05
    
    
    
    3.40Fourth Quarter
    
    
    2.36
    
    
    
    3.48
  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
    
    
    806,200
    
    
    $
    3.12
    
    
    
    839,000
    (2)Equity Compensation
Plans Not Approved
by Security Holders
(1)
    
    
    1,761,573
    
    
    $
    3.81
    
    
    
    0Total
    
    
    2,567,773
    
    
    $
    3.59
    
    
    
    839,000
 
 (1)
    
    The following is a brief description of the various equity compensation plans not
approved by our stockholders.Our 1995 Stock Option Plan provided for the grant only of non-qualified stock options to
our employees, directors, non-employees and consultants, generally exercisable for five
years from the date of grant. At March 31, 2007, we had outstanding 180,666 options (of
which 173,999 are vested), at a weighted average exercise price of $2.77. We froze this
plan in May 2006 and may not grant any new options from this plan.We have also granted options from outside of our 1995 Stock Option Plan, generally to
our executive officers, directors and employees for their services. At March 31, 2007
we had outstanding 1,183,000 such options (of which 965,500 are vested). These options,
with a weighted average exercise price of $4.09, are exercisable over periods ranging
from for 5 to 10 years from the date of grant.In April 2003, we entered into a consulting agreement with C.C.R.I. Corporation for
investor relations services and issued five-year warrants to purchase 100,000 of our
shares. Half of these warrants are exercisable at $3.00 per share and the other half
are exercisable at $5.00 per share. 24




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In connection with our April 2005 private placement, August 2006 private placement and
December 2006 follow-on public offering, we granted the placement agent, Craig-Hallum
Capital Group, LLC, five-year warrants to purchase 107,357, 69,500 and 121,050 of our
shares, respectively, at an exercise price of $4.75, $2.50 and $2.40 per share,
respectively.(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, 2007, 839,000 securities remain available for future issuance under our 2006 Stock and
Incentive Plan. 
 Item 6. Managements Discussion and Analysis of Financial Conditions and Results of Operations
  Overview
  Strategy
  
    
    Focus on office-based solutions for physicians.We believe that our company is uniquely
positioned to provide a broad product offering of office-based solutions for physicians.
By expanding our U.S. presence, we intend to develop long-standing relationships with
leading physicians treating incontinence and overactive bladder symptoms. These
relationships will provide us with a source of new product ideas and a conduit through
which to introduce new products. We also intend to develop marketing programs to assist
physicians in marketing their practices and to provide innovative programs focused on
helping physicians attract patients and develop referral networks. Building these
relationships is an important part of our growth strategy, particularly for the development
and introduction of new products.
    
    Grow our U.S. sales and international distribution.We believe that in addition to
international market, the U.S. is a significant opportunity for future sales of our
products. In order to grow our U.S. business, we have expanded our sales organization,
consisting of a direct field sales and independent sales representatives, and marketing
organization and reimbursement department to market our products directly to our customers.
We anticipate further increasing, as needed, our sales and marketing organization in the
United States to support our sales growth. In addition, we intend to expand our European
presence by creating new distribution partnerships.
    
    Educate physicians and patients about the benefits of our Urgent PC neuromodulation
system.We believe education of physicians and patients regarding the benefits of our
Urgent PC is critical to the successful adoption of this product. To this end, we have
initiated a clinical trial, which is a U.S. multi-center randomized prospective study
comparing the Urgent PC device to the most commonly prescribed pharmaceutical treatment for
OAB symptoms. We believe the results of this and other studies, if successful, will allow
us to expand our marketing and sales efforts. These sales and marketing efforts may
include physician training and education programs which will emphasize the clinical
efficacy and ease of use of our Urgent PC product as well as patient-oriented marketing
materials for physicians to use to inform patients of the availability and potential
benefits of our Urgent PC product.
 25




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
    
    Provide patient-driven alternatives.Patients often weigh the quality of life benefits
of electing to undergo a surgical procedure against the invasiveness of the procedure. We
intend to continue to expand our marketing
efforts to build patient awareness of these treatment alternatives and encourage patients to
see physicians. We believe this will help physicians build their practices and
simultaneously increase sales of our products.
    
    Develop, license or acquire products.We believe that our broad and diverse product
offering is an important competitive advantage because it allows us to address the various
preferences of doctors and patients, as well as the quality of life issues presented by
voiding dysfunctions. An important part of our growth strategy is to broaden our product
line further to meet customer needs by developing new products internally, licensing or
acquiring new products through acquisitions.
 Our Products
    Sales and Marketing
  Critical Accounting Policies
  Revenue Recognition
 26




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Accounts Receivable
 Inventories
 Foreign Currency Translation/Transactions
 Impairment of Long-Lived Assets
 Share-Based Compensation. Share-Based Payment, Accounting for Stock-Based
Compensation
   Defined Benefit Pension Plans.
 27




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Income Taxes.
   Results of Operations
 Net Sales
   Gross Profit
 General and Administrative Expenses
 Research and Development Expenses
 28




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Selling and Marketing Expenses
 Other Income (Expense)
   Income Tax Expense  
   29




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Liquidity and Capital Resources
 Cash Flows
   Sources of Liquidity.
     
  Commitments and Contingencies.
 30




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Payments Due by PeriodFiscal
    
    
    Fiscal
    
    
    Fiscal2009 and
    
    
    2011 and
    
    
    2013 andTotal
    
    
    Fiscal 2008
    
    
    2010
    
    
    2012
    
    
    thereafterMinimum royalty payments
    
    $
    194,000
    
    
    $
    54,000
    
    
    $
    108,000
    
    
    $
    32,000
    
    
    $
    Minimum purchase agreement
    
    
    2,532,000
    
    
    
    965,000
    
    
    
    1,067,000
    
    
    
    500,000
    
    
    
    Notes payable
    
    
    621,000
    
    
    
    103,000
    
    
    
    160,000
    
    
    
    103,000
    
    
    
    255,000Operating lease commitments
    
    
    1,373,000
    
    
    
    271,000
    
    
    
    426,000
    
    
    
    369,000
    
    
    
    307,000Total contractual obligations
    
    $
    4,720,000
    
    
    $
    1,393,000
    
    
    $
    1,761,000
    
    
    $
    1,004,000
    
    
    $
    562,000
 31




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Recent Accounting Pronouncements
  Accounting for Uncertainty in Income Taxesan
Interpretation of FASB Statement 109
 Fair Value Measurements
 Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans Employers Accounting for
Pensions Employers Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits Employers Accounting for Postretirement
Benefits Other than Pensions Employers Disclosures about Pensions and Other
Postretirement Benefits
 Considering the Effects
of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 
 Item 7. Financial Statements
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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 8A. Controls and Procedures
 Disclosure Controls and Procedures
 Internal Control Matters
  
 Item 8B. Other Information
  33




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Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
  
 Item 10. Executive Compensation
  
 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 12. Certain Relationships and Related Transactions
  34




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Item 13. Exhibits and Reports
  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 2.1 to Registrants Registration Statement on Form 10SB)3.2
    
    Bylaws of Uroplasty, Inc.
(Incorporated by reference to Exhibit 2.2 to Registrants Registration Statement on Form 10SB)3.3
    
    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)10.1
    
    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)
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##### Table of Contents



Number
    
    Description10.15
    
    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)10.18
    
    Letter Agreement between Sam B.
Humphries and Uroplasty, Inc., dated April 26, 2006 (Incorporated by
reference to Exhibit 10.28 to Registrants Amendment No. 1 to Form SB-2 dated April 27, 2006)10.19
    
    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 Securities Purchase
Agreement dated as of August 7, 2006, by and among Uroplasty, Inc.,
and the investors identified on the signature pages thereto
(Incorporated by reference to Exhibit 10.32 to Registrants Form
8-K dated August 8, 2006)10.21
    
    Form of Registration Rights
Agreement dated as of August 7, 2006, by and among Uroplasty, Inc.,
and the investors named therein (Incorporated by reference to Exhibit 10.34 to Registrants From 8-K dated August 8, 2006)10.22
    
    Form of Warrant dated August 7, 2006
(Incorporated by reference to Exhibit 10.33 to Registrants Form 8-K dated August 8, 2006)10.23
    
    Exclusive Distribution Agreement
dated as of November 21, 2006 by and between Uroplasty, Inc. and
SI.EM Sistemi Elettromedicali (Incorporated by reference to Exhibit
10.1 to Registrants Amendment No. 2 to Form SB-2 on Form S-3 Registration Statement filed December 5, 2006)10.24
    
    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, 200710.25
    
    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)
  Number
    
    Description10.26
    
    Form of Exclusive Distribution Agreement between Uroplasty, LTD and CL Medical SARL13
    
    Financial Statements21.0
    
    List of Subsidiaries23.1
    
    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
 
 Item 14. Principal Accountant Fees and Services
  36




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##### Table of Contents



SIGNATURES
  Dated: June 6, 2007
    
    UROPLASTY, INC.By
    
    /s/ David B. KaysenDavid B. KaysenPresident and Chief Executive Officer
  Name
    
    Title / Capacity
    
    Date/s/ David B. Kaysen

David B. Kaysen
    
    President, Chief Executive
Officer and Director (Principal
Executive Officer)
    
    June 6, 2007/s/ Mahedi A. Jiwani

Mahedi A. Jiwani
    
    Vice President, Chief Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
    
    June 6, 2007/s/ R. Patrick Maxwell

R. Patrick Maxwell
    
    Chairman of the Board of Director
    
    June 6, 2007/s/ Thomas E. Jamison

Thomas E. Jamison
    
    Director
    
    June 6, 2007/s/ Lee A. Jones

Lee A. Jones
    
    Director
    
    June 6, 2007/s/ James P. Stauner

James P. Stauner
    
    Director
    
    June 6, 2007/s/ Sven A. Wehrwein

Sven A. Wehrwein
    
    Director
    
    June 6, 2007
 37