UNITED STATES
                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the quarterly period ended March 31, 2005,

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                        Commission file number 333-103781

                             ProUroCare Medical Inc.
        (Exact name of small business issuer as specified in its charter)

             Nevada                                               20-1212923
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                         One Carlson Parkway, Suite 124
                            Plymouth, Minnesota 55447
                    (Address of principal executive offices)

                                  952-476-9093
                           (Issuer's telephone number)

         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)


      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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [_]

                         APPLICABLE TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 13,988,057 shares of common
stock outstanding as of May 4, 2005, par value $.00001 per share.

      Transitional Small Business Disclosure Format (check one): YES [_] NO [X]


<PAGE>


                             ProUroCare Medical Inc.
                                   Form 10-QSB
                          Quarter Ended March 31, 2005

                                Table of Contents

                                                                        Page No.

PART I.      FINANCIAL INFORMATION.........................................[1]

     ITEM 1. FINANCIAL STATEMENTS

             Consolidated balance sheets...................................[1]

             Consolidated statements of operations.........................[2]

             Consolidated statements of cash flows.........................[3]

             Notes to consolidated financial statements....................[4]

     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ....[8]

     ITEM 3. CONTROLS AND PROCEDURES......................................[15]

PART II.     OTHER INFORMATION............................................[16]

     ITEM 1. LEGAL PROCEEDINGS............................................[16]

     ITEM 6. EXHIBITS.....................................................[16]

SIGNATURES   .............................................................[17]


<PAGE>


PART I FINANCIAL IFORMATION

       Item 1.  Financial Statements

                             ProUroCare Medical Inc.
                           A Development Stage Company
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                        March 31, 2005   December 31, 2004
                                                          (Unaudited)        (Audited)
                                                          -----------       -----------
<S>                                                       <C>               <C>
Assets
Current assets:
      Cash                                                $    88,238       $   301,522
      Deposit                                                 197,173           200,000
      Other current assets                                      7,880            19,336
                                                          -----------       -----------
                      Total current assets                    293,291           520,858
Equipment and furniture, net                                   11,108            12,587
                                                          -----------       -----------
                                                          $   304,399       $   533,445
                                                          ===========       ===========
Liabilities and Shareholders' Deficit

Current liabilities:

      Note payable, bank                                  $   100,000       $        --
      Note payable                                            142,695           202,341
      Accounts payable                                        210,404           112,602
      Accrued expenses                                        219,981           174,025
      Due to Clinical Network, Inc.                             8,943             8,943
                                                          -----------       -----------
                      Total current liabilities               682,023           497,911

Commitments and contingencies (note 4)
  Shareholders' deficit:

      Common stock, $0.01 par. Authorized
          100,000,000 shares; issued and outstanding
          13,988,057 shares on March 31, 2005 and
          December 31, 2004                                       140               140
      Additional paid-in capital                            8,289,170         8,212,283
      Deficit accumulated during the development
          stage                                            (8,666,934)       (8,176,889)
                                                          -----------       -----------
                      Total shareholders' deficit            (377,624)           35,534
                                                          -----------       -----------
                                                          $   304,399       $   533,445
                                                          ===========       ===========
</TABLE>


See accompanying notes to financial statements.


                                       2
<PAGE>


                             ProUroCare Medical Inc.
                           A Development Stage Company
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Period from
                                        Three months ended March 31,        August 17,1999
                                       ------------------------------- (inception)to March 31,
                                           2005              2004                2005
                                       ------------       ------------       ------------
<S>                                    <C>                <C>                <C>
Operating expenses:
    Research and development           $    104,702       $      5,525       $  4,310,778
    General and administrative              383,141            212,592          3,615,420
                                       ------------       ------------       ------------
         Total operating expenses           487,843            218,117          7,926,198
                                       ------------       ------------       ------------
         Operating loss                    (487,843)          (218,117)        (7,926,198)
Interest income                                 445                 --             16,479
Interest expense                             (2,647)          (107,967)          (757,215)
                                       ------------       ------------       ------------
         Net loss                      $   (490,045)      $   (326,084)      $ (8,666,934)
                                       ============       ============       ============

Net loss per common share:
    Basic and diluted                  $      (0.04)      $      (0.03)      $      (1.22)

Weighted average number of shares
  outstanding:
    Basic and diluted                    13,988,057         10,503,003          7,077,598
</TABLE>


See accompanying notes to financial statements.


                                       3
<PAGE>

                             ProUroCare Medical Inc.
                           A Development Stage Company
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                Period from
                                                                              Three months ended March 31,     August 17,1999
                                                                              ----------------------------- (inception)to March 31,
                                                                                 2005              2004             2005
                                                                              -----------       -----------     -----------
<S>                                                                           <C>               <C>             <C>
Cash flows from operating activities:
       Net loss                                                               $  (490,045)      $  (326,084)    $(8,666,934)
       Adjustments to reconcile net loss to net cash
             used in operating activities:
                  Depreciation and amortization                                     1,479               708           9,689
                  Stock-based compensation                                         76,887            30,103         590,640
                  Issuance of common stock for services rendered                       --                --         103,166
                  Warrants issued for services                                         --                --         468,636
                  Warrants issued for debt guarantees                                  --                --         320,974
                  Amortization of debt issuance costs                                  --            72,594         216,112
                  License rights expensed as research and development,
                        paid by issuance of common stock to CS Medical
                        Technologies, LLC                                              --                --         475,000
                  License rights expensed as research and development,
                        paid by issuance of common stock to Profile, LLC               --                --       1,713,600
                  Changes in operating assets and liabilities:
                        Deposits                                                    2,827                --        (197,173)
                        Other current assets                                       11,456           (64,423)         (7,880)
                        Accounts payable                                           97,802            99,374         553,604
                        Accrued expenses                                           45,956            41,373         297,206
                                                                              -----------       -----------     -----------
                              Net cash used in operating activities              (253,638)         (146,355)     (4,123,360)
                                                                              -----------       -----------     -----------
Cash flows from investing activities:

       Purchases of equipment and furniture                                            --                --         (20,797)
                                                                              -----------       -----------     -----------
                                   Net cash used in investing activities               --                --         (20,797)
                                                                              -----------       -----------     -----------
Cash flows from financing activities:

       Net advances on line of credit, bank                                            --           140,000              --
       Net advances on note payable, bank                                         100,000                --         100,000
       Net repayments on note payable                                             (59,646)               --        (748,918)
       Payment for recission of common stock                                           --                --        (100,000)
       Net advances from Clinical Network, Inc.                                        --                --           8,943
       Cost of reverse merger                                                          --                --        (162,556)
       Net proceeds from issuance of common stock                                      --                --       5,134,926
                                                                              -----------       -----------     -----------
                              Net cash provided by financing activities            40,354           140,000       4,232,395
                                                                              -----------       -----------     -----------
                              Net increase (decrease) in cash                    (213,284)           (6,355)         88,238
Cash, beginning of the period                                                     301,522             8,968              --
                                                                              -----------       -----------     -----------
Cash, end of the period                                                       $    88,238       $     2,613     $    88,238
                                                                              ===========       ===========     ===========
Supplemental cash flow information:
       Cash paid for interest                                                 $     2,738       $     9,788     $   127,276
       Non-cash investing and financing activities:
             Assumption of liabilities in the Profile, LLC transaction        $        --       $        --     $    25,000
             Warrants issued for debt issuance costs                                   --                --         216,112
             Issuance of note payable for redemption of common stock                   --                --         650,000
             Common stock issued in lieu of cash for
                  accounts payable and accrued interest                                --                --         178,812
             Conversion of accounts payable to note payable                            --                --         241,613
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>


                             ProUroCare Medical Inc.
                           A Development Stage Company
                   Notes to Consolidated Financial Statements

                   March 31, 2005 and 2004 and the period from
                  August 17, 1999 (inception) to March 31, 2005
                                   (Unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

         (a) Description of Business, Development Stage Activities, and Basis of
         Presentation

         ProUroCare Medical Inc. ("ProUroCare" or the "Company", which terms
include reference to ProUroCare Inc., the Company's wholly owned subsidiary) is
a development stage company that is developing diagnostic equipment and
treatments for enlarged prostates and other male urological conditions. The
Company's developmental activities have included the acquisition of several
technology licenses, the development of a strategic business plan and a senior
management team, product development, and fund raising activities.

         The Company had no activities from its incorporation in August 1999
until July 2001, when the Company issued 3,000,000 shares of common stock to
Clinical Network, Inc. (CNI) and Clinical Network LLC (CN LLC), a related party
to CNI. Also in July 2001 the Company acquired a license to certain microwave
technology by issuing 3,000,000 shares of common stock to CS Medical
Technologies, LLC (CSM). In January 2002, the Company acquired a license to
certain imaging technology by issuing 3,999,999 shares to Profile LLC (Profile).

         Pursuant to a merger agreement effective April 5, 2004 by and among
ProUroCare, Global Internet Communications, Inc. ("Global"), and GIC Acquisition
Corp., a wholly owned subsidiary of Global, GIC Acquisition Co. merged with and
into ProUroCare, which remained as the surviving company and a wholly owned
operating subsidiary of Global (the "Merger"). The Merger was effective as of
April 5, 2004. On April 26, 2004, Global changed its name to ProUroCare Medical
Inc.

         In connection with the Merger, Global completed a private placement
offering of 2,205,000 shares of common stock pursuant to Rule 506 promulgated
under the Securities Act of 1933, as amended.

         The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiary. Significant intercompany
accounts and transactions have been eliminated in consolidation.

         (b) Restatement of Share Data

         At the effective time of the Merger, the legal existence of GIC
Acquisition Co. ceased, and all 3,501,001 shares of common stock of ProUroCare
Inc. that were outstanding immediately prior to the Merger and held by
ProUroCare Inc. shareholders were cancelled, with one share of ProUroCare common
stock issued to Global. Simultaneously, the non-dissenting former shareholders
of 3,201,001 shares of ProUroCare Inc. common stock received an aggregate of
9,603,003 shares of common stock of Global.



                                       5
<PAGE>

         All share data has been restated to give effect to the retroactive
application of the Merger under which each ProUroCare Inc. share was converted
into three shares of Global.

         (c) Interim Financial Information.

         The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the U. S. Securities and
Exchange Commission (the "SEC") for interim financial information. Accordingly,
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 omitted pursuant to such rules and
regulations. Operating results for the three months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005. The accompanying financial statements and related notes
should be read in conjunction with the audited financial statements of
ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.), and
notes thereto, for the fiscal year ended December 31, 2004, contained in its
Annual Report on Form 10-KSB for the year ended December 31, 2004.

         The financial information furnished reflects, in the opinion of
management, all adjustments, consisting of normal recurring accruals, necessary
for a fair presentation of the results of the interim periods presented.

         (d) Accounting Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reporting periods. The Company's significant estimates include the
determination of the fair value of its common stock, contingent liability
expense, and the valuation of license rights. Actual results could differ from
those estimates.

         (e) Net Loss Per Common Share

         Basic and diluted loss per common share is computed by dividing net
loss by the weighted-average number of common shares outstanding for the
reporting period. Dilutive common-equivalent shares have not been included in
the computation of diluted net loss per share because their inclusion would be
antidilutive. Antidilutive common equivalent shares issuable based on future
exercise of stock options or warrants could potentially dilute basic loss per
common share in subsequent years. All options and warrants outstanding were
antidilutive for the three months ended March 31, 2005 and 2004 and the period
from August 17, 1999 (inception) to March 31, 2005.

         (f) Comparative Figures

         Certain comparative figures have been reclassified to conform to the
financial statement presentation adopted in the current year.

         (g) Stock-Based Compensation

         Effective August 17, 1999, the Company adopted the fair value
recognition provisions of FASB Statement of Financial Accounting Standards
(SFAS) No. 123 (SFAS 123), "Accounting for Stock-Based Compensation," to record
option and warrant issuances, including stock-based employee compensation. The
Company's policy is to grant stock options at fair value at the date of grant,
and to record the expense at fair value as required by SFAS No. 123, using the
Black-Scholes pricing model.



                                       6
<PAGE>

         In determining the compensation cost of the options granted during the
three months ended March 31, 2005 and 2004, as specified by SFAS No. 123, the
fair value of each option grant has been estimated on the date of grant using
the Black Scholes pricing model and the weighted average assumptions of used in
these calculations are summarized as follows:

<TABLE>
<CAPTION>
                                                         For the three months ended March 31,
                                                   -------------------------------------------------
                                                                 2005                     2004
                                                                 ----                     ----
<S>                                                              <C>                      <C>
         Risk-free Interest Rate                                 3.76%                    4.16%
         Expected Life of Options Granted                 5.8 years(1)              10 years(2)
         Expected Volatility                                     78.6%                       0%
         Expected Dividend Yield                                     0                        0
</TABLE>

      1  Calculated as the average of the vesting periods and the contractual
         term of the options.

      2  The contractual term of the options.

         (h) Recently Issued Accounting Pronouncements

         In December 2004, FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment", that focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." The
revised SFAS No. 123 requires publicly held companies to expense the fair value
of employee stock options and similar awards, which has been the Company's
policy to date. The Company does not expect the adoption of SFAS No. 123, as
revised, to have a material effect on its consolidated financial statements,
since the Company has previously adopted SFAS No. 123.

Note 2.  Shareholders' Equity

         On January 3, 2005, the Company issued 150,000 stock options to Richard
C. Carlson, the Company's Vice President of Marketing and Sales. The options
vest ratably over a three year period, have a 10 year life, and an exercise
price of $2.35 per share. The options were valued using the Black Scholes
pricing model (see Note 1) and are being expensed over the vesting period as
general and administrative expense.

Note 3.  Note Payable - Bank

         On March 31, 2005 the Company borrowed $100,000 pursuant to the
issuance of a promissory note to a financial institution. The promissory note is
collateralized by substantially all assets of the Company and a guaranty by the
Company's Chairman and Chief Executive Officer, Maurice R. Taylor. The
promissory note bears interest at an annual rate of 7.0%, and matures on July 2,
2005.



                                       7
<PAGE>

Note 4.  Legal Proceeding

         On April 2, 2004, the former President and Chief Operating Officer of
ProUroCare Inc., filed a lawsuit against ProUroCare Inc. and the Company
relating to his separation of employment with ProUroCare Inc. prior to the
Merger. The former President and Chief Operating Officer was a party to an
employment agreement with ProUroCare Inc. dated January 1, 2002, and alleges
that the Company failed to make payments owed to him under the employment
agreement in October 2003. He claims that this action resulted in a termination
without cause and that he is entitled to severance payments under the contract.
The Company has recorded a reserve provision of $75,000 as a contingent
liability in connection with this lawsuit.

         The complainant seeks approximately $229,000 in monetary damages,
injunctive relief to compel the Company to place such funds into an escrow
account, fines under Minnesota law (in an unspecified amount), plus payment of
litigation costs and attorneys' fees. The court did not grant the injunctive
relief. The Company disputes these claims and believes they are without merit.

         The Company asked the court for summary judgment, but the motion was
not granted. The Company attempted to reach a mediated settlement of the case,
but the parties failed to reach an acceptable settlement. The court has set a
window for a trial date in early June, 2005.

Note 5.  Employment Agreements

         On March 3, 2005 the ProUroCare Medical Inc.'s Board of Directors
realigned the duties of our Chairman, Maurice R. Taylor, and our President and
Chief Executive Officer, Michael P. Grossman. As a result, the Board named Mr.
Taylor as its new Chief Executive Officer, and named Mr. Grossman as Chief
Operating Officer. Mr. Taylor retains the title of Chairman and Mr. Grossman
retains the title of President. In recognition of these changes, the Company
entered into new employment agreements with Mr. Taylor and Mr. Grossman.

         Each of these agreements provides for a minimum annual salary,
potential cash incentive payments, and options to purchase shares of common
stock that vest over time. These agreements also provide that, upon termination
without cause (or a change of employment that the employee elects to treat as a
termination of employment), the employee will receive as severance six months of
base salary plus four months of base salary for each year of service (up to a
maximum of 24 months of base salary), plus the prorated average of any bonus or
incentive compensation paid over the previous two years. Additionally, all
unvested stock options then held by the employee will immediately vest with a
one-year period for exercise. Mr. Taylor's and Mr. Grossman's agreements have
terms that continue until December 31, 2006 and January 31, 2007, respectively.

         Under each of the above-referenced employment agreements, in the event
of a change in control resulting in a termination of employment, change of
location, or decrease in the level of responsibility of the executive (any of
which occur within two years of a change in control), the Company shall
compensate the executive as if he were terminated without cause, as described
above.

Note 6.  Subsequent Events

         On April 11, 2005 the Company entered into a placement agency agreement
in connection with its efforts to raise additional capital. Under the terms of
this agreement, the Company paid $5,000 to the placement agent, and committed to
deliver 100,000 shares of its Common Stock to the placement agent as payment for
the agents' due diligence efforts.

         On April 18, 2005, the Company applied a portion of amounts on deposit
with one of its research and development contractors, Minnetronix Inc. to pay
the balance (approximately $122,000) of an unsecured promissory note that had
been issued to Minnetronix in October 2004 and certain open invoices from
Minnetronix. The remaining balance of the deposit totals approximately $36,000,
which will be held as a security deposit by Minnetronix against their future
contracted work.

         Item 2. Management's Discussion and Analysis or Plan of Operation

         The accompanying Plan of Operation should be read in conjunction with
ProUroCare's audited financial statements, and notes thereto, for the fiscal
year ended December 31, 2004 filed in our annual report on Form 10-KSB on March
31, 2005.


Plan of Operation

         Assets; Property Acquisitions and Dispositions.

         Our primary assets are cash and intellectual-property rights, which are
the foundation for our proposed product offerings. We do not anticipate
purchasing or selling any significant equipment or other assets in the near
term. Neither do we anticipate any significant changes in the number of our
employees (except as noted below). In connection with and as a condition to the
closing of the Merger, we engaged in a private placement under which we issued
and sold an aggregate of 2,205,000 shares of common stock at $2.00 per share
pursuant to Section 4(2) of the Securities Act and Rule 506 promulgated under
the Securities Act (the "Private Placement"). The initial closing of the Private
Placement occurred on April 5, 2004 (the same day as the closing of the Merger).
We raised an aggregate of $4.2 million in the Private Placement, after payment
of all associated legal, accounting and other offering and Merger expenses.


                                       8
<PAGE>

         Initial Product Offerings.

         Our first product will be the ProUroScan, which is being designed as a
unique diagnostic-imaging system that enables physicians to accurately display
and chart a prostate examination for disease screening and diagnosis. Based on
pre-clinical data obtained from testing on both models and actual patients in
clinical settings, we believe the ProUroScan's proprietary imaging system will
produce a digital image of the prostate showing the size of the prostate and the
location of soft-tissue hardness or nodules within the prostate. We believe that
the ProUroScan will enable a physician to detect hardness in the prostate more
accurately than with their finger, assess areas of the prostate that the
physician cannot reach with their finger, and produce quantifiable and chartable
results.

         We have been working closely with our development partners, Artann
Laboratories and Minnetronix, who are both experienced and knowledgeable in the
development of medical devices. In late November 2004, we took delivery of two
working, pre-clinical ProUroScan systems from Artann Laboratories. Based on our
development partners' judgment of the current status of the development projects
and the estimated amount of work remaining to be done, we anticipate that these
prototypes can be refined and made ready for clinical trials during 2005. We met
with the FDA in late 2002, and provided them with an overview of the ProUroScan
and our initial thoughts on the clinical protocol to be employed. Based on their
informal guidance provided during the meeting, we have developed a preliminary
plan for our clinical trials. We recently retained the firm of Hogan and
Hartson, LLP of Washington D.C. as our new regulatory consultants. While Hogan
and Hartson, LLP are currently in the process of reviewing and refining our
regulatory strategy, it is our intent to complete the required clinical trials
and file a 510(k) application with the FDA for approval of the ProUroScan in
late 2005. Assuming that the results of clinical trials pose no unanticipated
problems, we expect, based on advice from our regulatory consultant, to have our
510(k) application approved within 90-180 days after its filing. Upon approval,
we intend to immediately file a second 510(k) application to incorporate certain
improvements and make certain enhanced claims.

         We have also licensed rights to technology that offers significant
enhancements to existing microwave thermal therapy for treatment of benign
prostate hyperplasia ("BPH"). We intend to use this technology to develop a
means for urologists to observe and direct the application of heat to diseased
portions of the prostate during thermal therapy procedures.

         Current Operations and Expenses.

         We currently employ only our three executive officers and a Vice
President of Marketing and Sales, and conduct our research and development,
market research, regulatory function, and all other business operations through
the use of a variety of consultants and medical-device development contractors.
Management believes that using consultants and contractors to perform these
functions is more cost effective than hiring full-time employees, and affords us
flexibility in directing our resources toward specific and changing goals during
our development stage. As we prepare for the market launch of our ProUroScan
product, we do expect to add two to three additional employees within the next
12 months.

         We incur ongoing expenses that are directly related to being a public
company, including professional audit and legal fees, financial printing, press
releases, and transfer agent fees. Our facilities consist of a month-to-month
rental of approximately 2,200 square feet in an office that we share with
another, unrelated company. Other expenses incurred include travel, insurance,
telephone, supplies, and other miscellaneous expenses.


                                       9
<PAGE>

         Three Months Ended March 31, 2005 vs. 2004.

         For the three months ended March 31, 2005, we recorded general and
administrative (G&A) costs of approximately $383,000 compared with G&A costs of
approximately $213,000 for the quarter ended March 31, 2004. Significant
components of G&A during these periods were as follows:

      o  Employee compensation costs (salary, payroll taxes, and benefits) for
         the three months ended March 31, 2005 were approximately $190,000,
         compared to $88,000 in the prior year period. The increased
         compensation expense resulted from the hiring of our President and COO
         in February, 2004, the hiring of our CFO in July of 2004, and the
         hiring of our Vice-President of Marketing in January, 2005.

      o  We recorded stock-based compensation expenses of approximately $77,000
         for the three months ended March 31, 2005, compared to approximately
         $30,000 for the comparable 2004 periods. The increases are attributable
         to option issuances to our newly hired President and Chief Operating
         Officer, Chief Financial Officer, and Vice-President of Marketing.

      o  We have a limited number of employees, and utilize consultants in
         various fields to achieve our goals during our development phase.
         Expenses for various consultants specializing in market analysis,
         reimbursement and medical advising totaled approximately $7,000 in the
         three months ended March 31, 2005. There were no such expenses in the
         comparable 2004 period. Our President and Chief Operating Officer
         provided his services on a part-time consulting basis through January,
         2004, and our Chief Financial Officer provided his services on a
         part-time consulting basis through July 21, 2004. Consulting fees
         related to these services were $26,000 for the three months ended March
         31, 2004.

      o  Corporate legal expenses increased from approximately $25,000 to
         $49,000, primarily due to the costs of legal proceedings concerning the
         separation of employment of a former officer.

      o  New expenses in connection with being a public company of approximately
         $26,000 were recorded during the three months ended March 31, 2005,
         following the Merger that occurred in April, 2004.

         For the three months ended March 31, 2005, we recorded research and
development (R&D) expense of approximately $105,000 compared to approximately
$6,000 during the three months ended March 31, 2004. Significant components of
R&D were as follows:

      o  Contracted development costs were approximately $45,000 in the three
         months ended March 31, 2005. We also expensed purchases of certain
         components for our systems under development totaling approximately
         $35,000. The increased development activity comes as a result of
         funding following the Merger and Private Placement.

      o  In 2004, we engaged consultants in product development, regulatory
         activities, and engineering. Expenses related to these consulting
         activities were approximately $23,000 for the three months ended March
         31, 2005, compared to approximately $5,000 during the three months
         ended March 31, 2004.

         Interest expense decreased from approximately $108,000 during three
months ended March 31, 2004 to approximately $3,000 during three months ended
March 31, 2005. Interest expense during the three month period ended March 31,
2004 was primarily related to a $1,000,000 bank line of credit that was
outstanding during the period and the amortization of associated loan guarantee
fees, and to finance charges on certain outstanding vendor invoices. These
expenses were eliminated following the repayment of debts subsequent to the
Merger and Private Placement in April, 2004. Interest expense during the three
month period ended March 31, 2005 was primarily related to an unsecured
promissory note due to one of our development partners.


                                       10
<PAGE>

         During the next 12 months, we expect to complete the development of
clinical ProUroScan systems, conduct clinical trials, and file a 510(k)
submission with the FDA; fund development work on our therapeutic products; and
prepare for initial market launch. During this time we anticipate that we will
spend approximately $2.3 million in marketing and administrative expenses. Of
these, we expect that approximately $1.4 million will be for compensation,
benefits, and payroll taxes.

         Research and Development.

         We anticipate that we will spend a total of approximately $1.2 and $1.4
million on research and product development of the ProUroScan system over the
next 12 months. Of this amount, approximately $700,000-$750,000 will be spent on
manufacturing, engineering, validation and documentation efforts with a
contracted medical-products development company. Clinical trials and the 510(k)
filing with the FDA are expected to cost in the range of $300,000-$350,000.
Other costs, estimated to be in the range of $200,000-$300,000, are expected to
include market research, regulatory costs and project management.

         We expect that research and development efforts for our thermal therapy
products will be funded primarily through a joint development and marketing
arrangement with a thermal therapy company. We expect that we will spend between
$200,000 and $250,000 over the next twelve months in this joint development
effort. To date, we have had discussions with several such thermotherapy system
companies, but no agreement has yet been reached.

         Liquidity and Capital Resources

         We had working capital (deficit) of $(388,732) and $22,947 at March 31,
2005 and December 31, 2004, respectively. Cash used in operations was $253,658
and $146,355 for the three months ended March 31, 2005 and 2004, respectively,
and $4,123,360 for the period from August 17, 1999 (date of inception) to March
31, 2005.

         The primary use of cash in the three months ended March 31, 2005 was to
fund our net loss and to repay approximately $60,000 pursuant to an unsecured
promissory note with a vendor. The primary use of cash in the period from August
17, 1999 (inception) through March 31, 2005, in addition to funding our net
loss, was to pay $750,000 to Profile, LLC for the rescission of their common
stock, including $650,000 (plus accrued interest) in relation to a note payable,
arising from their exercise of dissenter's rights at the time of the Merger.
Cash was also used to fund the approximate $163,000 cost of the Merger, to repay
approximately $99,000 pursuant to an unsecured promissory note with a vendor,
and to acquire approximately $21,000 of office furniture and computer equipment.

         Common stock and warrants have also been used to fund a portion of our
operating loss in these periods. Common stock was issued to pay for
approximately $193,000 of consulting services and approximately $89,000 of
interest for the period from August 17, 1999 (date of inception) to March 31,
2005. Warrants were used to pay for approximately $469,000 of contracted
development costs for the period from August 17, 1999 (date of inception) to
March 31, 2005.

         Pursuant to terms of the Research and Development Agreement with Artann
Laboratories, Inc. and Armen Sarvazyan executed in July, 2004, we are required
to pay $250,000 for development services to be rendered through July of 2007,
based on achievement of certain performance milestones. An additional 10% bonus
will also be required for completion of certain technology ahead of
pre-established milestone dates. As of March 31, 2005, we had paid $150,000 to
Artann Laboratories under the Research and Development Agreement.


                                       11
<PAGE>

         On October 12, 2004, we reached an agreement with one of our ProUroScan
research and development contractors, Minnetronix Inc., regarding payment of
amounts due to Minnetronix for past and future work. Under this agreement, we
paid $80,538 of our outstanding balance due to Minnetronix, and issued an
unsecured promissory note for the remaining balance of $241,613. The promissory
note was payable in 12 monthly installments beginning November 1, 2004 or within
30 days of closing on a financing of at least $2 million, whichever is earlier,
and bears interest at a 6% annual rate. At the same time, we settled $133,323 of
accrued finance charges with a $44,441 cash payment and by issuing 44,441 shares
of ProUroCare common stock. These liabilities had been recorded on the Company's
books as of March 31, 2005. In addition, the Company paid $200,000 to
Minnetronix as a deposit on future development work, to be applied to the last
mutually agreed upon project expenses. On April 18, 2005, we applied a portion
of the amount on deposit to pay off the balance of the unsecured promissory note
and certain open invoices from Minnetronix. The remaining balance of the deposit
totals approximately $36,000, which will be held as a security deposit by
Minnetronix against their future contracted work.

         As of March 31, 2005, we had depleted our cash. On March 31, 2005 we
borrowed $100,000 pursuant to the issuing of a promissory note to a financial
institution. The promissory note is collateralized by substantially all assets
of the Company and a guaranty by our Chairman and Chief Executive Officer,
Maurice R. Taylor. In addition, we are working with our suppliers to delay
payments due to them, and have deferred certain salaries until funding is
obtained. We believe that these actions will allow us to continue operations
through the month of May 2005.

         We plan to engage in additional financings to raise the capital
required to complete the development and regulatory approval of our products. We
cannot be certain that any required additional financing will be available on
terms favorable to us. If additional funds are raised by the issuance of our
equity securities, such as through the issuance of stock, convertible
securities, or the issuance and exercise of warrants, then existing stockholders
will experience dilution of their ownership interest. If additional funds are
raised by the issuance of debt or other equity instruments, we may become
subject to certain operational limitations, and issuance of such securities may
have rights senior to those of the then existing holders of common stock. If
adequate funds are not available or not available on acceptable terms, we may be
unable to fund expansion, develop or enhance products. If we are forced to slow
our development programs, or put them on hold, it could delay our market entry.
Ultimately, if no additional financing is obtained, we may be forced to cease
operations.


                                       12
<PAGE>

Employees

         We currently have no employees other than our executive management
team, consisting of four full-time personnel. We anticipate hiring a limited
number of additional employees in the next 12 months to manage the development
of our products, prepare FDA and regulatory filings, develop marketing plans,
and perform administrative duties. Some or all of these functions may be
performed by contracted individuals or consultants as management deems most
effective. We currently have engaged four consultants who perform these
functions. To date, we have conducted our research and development activities
related to our acquired technologies and proposed products on a contract basis
with Minnetronix, Inc., Resistance Technology, Inc., and Artann Laboratories
Inc.. The work conducted by these contractors has been supervised by a
combination of our executive management and consultants.

Risk Factors Associated with Our Business

There are many significant risks associated with our business. We direct the
reader to our discussion of the risk factors disclosed in our annual report
filed on Form 10-KSB on March 31, 2005. Such risk factors include:

      o  As a development-stage company, we have no operating history and our
         business plan has not been tested. We anticipate incurring future
         losses.

      o  Our products have not been, and may never be, fully developed.

      o  Even if finally developed, our products may not be commercially viable.

      o  Even if successfully developed, our products may not be accepted by the
         marketplace.

      o  We will depend upon others for the manufacturing of our products, which
         will subject our business to the risk that we will be unable to fully
         control the supply of our products to the market.

      o  Our reliance on third-party manufacturers and other third parties in
         other aspects of our business will reduce any profits we may earn from
         our products, and may restrict future product development.

      o  We may not be able to enter into manufacturing agreements or other
         collaborative agreements on terms acceptable to us, if at all, which
         failure would materially and adversely affect our business.

      o  We will need additional financing in the future and any such financing
         will likely be dilutive to our existing shareholders.

      o  We materially rely on consultants and contractors, some of whom have
         been partially or wholly paid through issuances of common stock
         dilutive to our shareholders.

      o  The resale of shares covered by our recent SB-2 registration statement
         has adversely affected, and could continue to adversely affect, the
         market price of our common stock in the public market, and thus could
         cause additional dilution when we raise additional equity capital.


                                       13
<PAGE>

      o  The commercialization of our products may be significantly delayed by
         governmental regulation.

      o  We are highly dependent on the services provided by certain key
         personnel.

      o  Our officers and directors possess substantial voting power with
         respect to our common stock, which could adversely affect the market
         price of our common stock.

      o  We license from third parties, and do not own or control, certain
         intellectual property critical to our products.

      o  If we lose our right to license from third parties certain critical
         intellectual properties, our entire business would be in jeopardy.

      o  The protections for the intellectual property we own and license from
         other parties may be successfully challenged by third parties.

      o  Rapid technological change in our competitive marketplace may render
         our proposed products obsolete or diminish our ability to compete.

      o  We may not be able to compete against companies with greater resources
         than us.

      o  Our failure to receive third-party reimbursement will likely result in
         diminished marketability of our products.

      o  Our common stock is illiquid and may be difficult to sell.

      o  There is currently little trading volume in our common stock, which may
         make it difficult to sell shares of our common stock.

      o  Because it is a "penny stock," you may have difficulty selling shares
         of our common stock.

      o  Our ability to use operating loss carryforwards from ProUroCare Inc.
         may be limited by future changes in equity ownership.

      o  Our business and products subject us to the risk of product-liability
         claims.

      o  We have never paid dividends, and do not expect to pay dividends in the
         foreseeable future.

Going Concern

         We have incurred operating losses, accumulated deficit, and negative
cash flow from operations since its inception. As of March 31, 2005, we had an
accumulated deficit of approximately $8,667,000. These factors, among others,
raise substantial doubt about our ability to continue as a going concern. The
accompanying consolidated financial statements do not include any adjustments
related to recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should we be unable
to continue as a going concern.


                                       14
<PAGE>

Critical Accounting Estimates

         Our critical accounting policies are those (i) having the most impact
on the reporting of its financial condition and results, and (ii) requiring
significant judgments and estimates. Due to the nature of our current
operations, we do not believe we have any critical policies or procedures.

Forward-Looking Statements

         This Form 10-QSB contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements included
herein regarding activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
business strategy and measures to implement strategy, competitive strengths,
goals, expansion and other such matters are forward-looking statements. Actual
events may differ materially from those anticipated in the forward-looking
statements. Important factors that may cause such a difference include those
risk factors included in this report.

         Item 3. Controls and Procedures

         We carried out an evaluation, with the participation of our chief
executive and chief financial officers, of the effectiveness, as of March 31,
2005, of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information required to be disclosed in our
periodic reports filed with the Securities and Exchange Commission; and there
has been no significant change in such internal controls or other factors which
could significantly affect such controls, including any corrective actions with
regard to significant deficiencies or material weaknesses, since our most recent
evaluation. Nevertheless, due to our limited number of employees engaged in the
authorization, recording, processing and reporting of transactions, there is
inherently a lack of segregation of duties. We periodically assess the cost
versus benefit of adding the resources that would remedy or mitigate this
situation, and currently do not consider the benefits to outweigh the costs of
adding additional staff in light of the limited number of transactions due to
the start-up nature of our current operations.


                                       15
<PAGE>

PART II  OTHER INFORMATION

         Item 1. Legal Proceedings

         On April 2, 2004, the former President and Chief Operating Officer of
ProUroCare Inc., filed a lawsuit against ProUroCare Inc. and the Company
relating to his separation of employment with ProUroCare Inc. prior to the
Merger. The former President and Chief Operating Officer was a party to an
employment agreement with ProUroCare Inc. dated January 1, 2002, and alleges
that we failed to make payments owed to him under the employment agreement in
October 2003. He claims that this action resulted in a termination without cause
and that he is entitled to severance payments under the contract. We have
recorded a reserve provision of $75,000 as a contingent liability in connection
with this lawsuit.

         The complainant seeks approximately $229,000 in monetary damages,
injunctive relief to compel us to place such funds into an escrow account, fines
under Minnesota law (in an unspecified amount), plus payment of litigation costs
and attorneys' fees. The court did not grant the injunctive relief. We dispute
these claims and believe they are without merit.

         We asked the court for summary judgment, but the motion was not
granted. We also attempted to reach a mediated settlement of the case, but the
parties failed to reach an acceptable settlement. The court has set a window for
a trial date in early June 2005.

         Item 6. Exhibits

(a)   Exhibits

         10.1     Promissory Note in the amount of $100,000 issued by ProUroCare
                  Inc. in favor of Venture Bank, dated March 31, 2005
                  (incorporated by reference to Exhibit 10.18 to registration
                  statement on Form SB-2 filed April 4, 2005).

         10.2     Commercial Security Agreement between Venture Bank and
                  ProUroCare Inc., dated March 31, 2005 (incorporated by
                  reference to Exhibit 10.19 to registration statement on Form
                  SB-2 filed April 4, 2005).

         31.1     Rule 13a-14(a) Certification of Chief Executive Officer

         31.2     Rule 13a-14(a) Certification of Chief Financial Officer

         32       Section 1350 Certification


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<PAGE>

                                   SIGNATURES

         Pursuant to the registration requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                  ProUroCare Medical Inc.

Date:  May 11, 2005               By:  /s/ Maurice R. Taylor II
                                       ---------------------------
                                  Name:  Maurice R. Taylor II
                                  Title:  Chairman and Chief Executive Officer


Date:  May 11, 2005               By:  /s/ Richard Thon
                                       -------------------
                                  Name:  Richard Thon
                                  Title:  Chief Financial Officer


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