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

                                   FORM 10-QSB

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

      For the quarterly period ended September 30, 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 [_]

      Indicate  by  checkmark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act): YES [_] NO [X]

                         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:  14,128,847 shares of common
stock outstanding as of November 11, 2005 (par value $.00001 per share).

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


<PAGE>

                             ProUroCare Medical Inc.
                               Form 10-QSB For The
                        Quarter Ended September 30, 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 ....[12]

   ITEM 3.  CONTROLS AND PROCEDURES.......................................[19]

PART II.    OTHER INFORMATION.............................................[20]

   ITEM 1.  LEGAL PROCEEDINGS.............................................[20]

   ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...[20]

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........[21]

   ITEM 6.  EXHIBITS......................................................[22]

SIGNATURES................................................................[23]


<PAGE>

PART I FINANCIAL INFORMATION

      Item 1. Financial Statements


                             ProUroCare Medical Inc.
                           A Development Stage Company
                          Consolidated Balance Sheets*

<TABLE>
<CAPTION>
                                                             September 30,    December 31,
                                                                  2005            2004
Assets                                                        (Unaudited)      (Audited)
                                                             -------------    ------------
<S>                                                          <C>              <C>
Current assets:
  Cash                                                       $      26,301    $    301,522
  Deposit                                                              547         200,000
  Other current assets                                              27,173          19,336
                                                             -------------    ------------
      Total current assets                                          54,021         520,858
Equipment and furniture, net                                         8,609          12,587
Deferred offering expenses                                          20,250              --
Debt issuance costs, net                                            14,358              --
                                                             -------------    ------------
                                                             $      97,238    $    533,445
                                                             =============    ============
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
  Notes payable, bank                                        $     200,000    $         --
  Notes payable                                                     95,463         202,341
  Accounts payable                                                 302,819         112,602
  Accrued expenses                                                 569,764         174,025
  Due to Clinical Network, Inc.                                      8,943           8,943
                                                             -------------    ------------
      Total current liabilities                                  1,176,989         497,911

Shareholders' equity (deficit:)
  Common stock, $0.00001 par value: Authorized
    100,000,000 shares; issued and outstanding
    14,128,847 and 13,988,057 shares on September 30, 2005
    and December 31, 2004, respectively                                141             140
  Additional paid-in capital                                     8,580,633       8,212,283
  Deficit accumulated during the development stage              (9,660,525)     (8,176,889)
                                                             -------------    ------------
      Total shareholders' equity (deficit)                      (1,079,751)         35,534
                                                             -------------    ------------
                                                             $      97,238    $    533,445
                                                             =============    ============
</TABLE>

------------
* See accompanying notes to financial statements.


                                     Page 1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                  Period from
                                                      Three months ended              Nine months ended          August 17,1999
                                                         September 30,                   September 30,           (inception) to
                                                 ----------------------------    ----------------------------     September 30,
                                                     2005            2004            2005            2004             2005
                                                 ------------    ------------    ------------    ------------    --------------
<S>                                              <C>             <C>             <C>             <C>             <C>
Operating expenses:
  Research and development                       $     63,987    $    337,808    $    191,696    $    365,563    $    4,397,772
  General and administrative                          457,395         354,074       1,279,087         822,414         4,511,366
                                                 ------------    ------------    ------------    ------------    --------------
      Total operating expenses                        521,382         691,882       1,470,783       1,187,977         8,909,138
                                                 ------------    ------------    ------------    ------------    --------------
      Operating loss                                 (521,382)       (691,882)     (1,470,783)     (1,187,977)       (8,909,138)
Interest income                                            --           5,782             445          13,201            16,479
Interest expense                                       (6,963)        (24,622)        (13,298)       (481,015)         (767,866)
                                                 ------------    ------------    ------------    ------------    --------------
      Net loss                                   $   (528,345)   $   (710,722)   $ (1,483,636)   $ (1,655,791)   $   (9,660,525)
                                                 ============    ============    ============    ============    ==============

Net loss per common share:
  Basic and diluted                              $      (0.04)   $      (0.05)   $      (0.11)   $      (0.13)   $        (1.26)

Weighted average number of shares outstanding:
  Basic and diluted                                14,107,923      13,916,442      14,040,857      12,664,109         7,649,614
</TABLE>

------------
* See accompanying notes to financial statements.


                                     Page 2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                    Nine months      Nine months     August 17,1999
                                                                       ended            ended        (inception) to
                                                                   September 30,    September 30,    September 30,
                                                                        2005             2004             2005
                                                                   -------------    -------------    --------------
<S>                                                                <C>              <C>              <C>
Cash flows from operating activities:
  Net loss                                                         $  (1,483,636)   $  (1,655,791)   $   (9,660,525)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                        3,978            2,238            12,188
      Stock-based compensation                                           220,601          149,741           734,354
      Issuance of common stock for services rendered                          --               --           103,166
      Write-off of deferred offering cost                                 59,696               --            59,696
      Warrant issued for debt guarantees                                      --          320,974           468,636
      Warrants issued for services                                            --          114,914           320,974
      Amortization of original issue discount                                659               --               659
      Amortization of debt issuance costs                                  1,392           72,594           217,504
      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                                                           9,899           30,000          (190,101)
        Other current assets                                              23,288          (43,516)            3,952
        Other assets                                                          --            7,590                --
        Accounts payable                                                 235,999         (242,558)          691,801
        Accrued expenses                                                 396,815         (113,014)          648,065
        License obligation                                                    --          (25,000)               --
                                                                   -------------    -------------    --------------
Net cash used in operating activities                                   (531,309)      (1,381,828)       (4,401,031)
                                                                   -------------    -------------    --------------

Cash flows from investing activities:
    Purchases of equipment and furniture                                      --           (3,020)          (20,797)
                                                                   -------------    -------------    --------------
          Net cash used in investing activities                               --           (3,020)          (20,797)
                                                                   -------------    -------------    --------------

Cash flows from financing activities:
    Net advances from (payments to) line of credit, bank                 200,000         (860,000)          200,000
    Payment for recession of common stock                                     --         (100,000)         (100,000)
    Net advances from (payments to) notes payable                         17,284         (325,000)         (671,988)
    Payments for deferred offering expenses                              (11,196)              --           (11,196)
    Net advances from (payments to) Clinical Network, Inc.                    --          (24,301)            8,943
    Net advances from (payments to) CS Medical Technologies, LLC              --          (26,000)               --
    Cost of reverse merger                                                    --         (162,250)         (162,556)
    Net proceeds from issuance of common stock                            50,000        4,296,429         5,184,926
                                                                   -------------    -------------    --------------
          Net cash provided by financing activities                      256,088        2,798,878         4,448,129
                                                                   -------------    -------------    --------------
          Net increase (decrease) in cash                               (275,221)       1,414,030            26,301
Cash, beginning of the period                                            301,522            8,968                --
                                                                   -------------    -------------    --------------
Cash, end of the period                                            $      26,301    $   1,422,998    $       26,301
                                                                   =============    =============    ==============

Supplemental cash flow information:
    Cash paid for interest                                         $      10,153    $      35,521    $      137,429
    Non-cash investing and financing activities:
      Assumption of liabilities in the Profile, LLC transaction    $          --    $          --    $       25,000
      Warrants issued for debt issuance costs                      $      15,750    $          --    $      231,862
      Warrants issued pursuant to note payable                     $      13,250               --            13,250
      Issuance of note payable for redemption of common stock      $          --    $     650,000    $      650,000
      Common stock issued in lieu of cash for
        accounts payable                                           $          --    $      77,225    $      178,812
      Conversion of accounts payable to note payable               $          --    $          --    $      241,613
      Common stock issued for deferred offering expenses           $      68,750    $          --    $       68,750
      Deposits applied to note payable and accrued interest        $     143,772    $          --    $      143,772
      Deposits applied to accounts payable                         $      45,782    $          --    $       45,782
      Other current assets financed by note payable                $      31,125    $          --    $       31,125
</TABLE>

------------
* See accompanying notes to financial statements.


                                     Page 3
<PAGE>

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

                 September 30, 2005 and 2004 and the period from
                August 17, 1999 (inception) to September 30, 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") 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.
Moreover,  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  through the issuance of 3,999,999 shares to Profile
LLC (Profile).

      Pursuant to a merger  agreement  effective April 5, 2004 among  ProUroCare
Inc.,  Global  Internet  Communications,  Inc.  ("Global"),  and GIC Acquisition
Corp., a wholly owned subsidiary of Global,  GIC Acquisition  Corp.  merged with
and into ProUroCare Inc.,  which remained as the surviving  company and a wholly
owned operating  subsidiary of Global (the "Merger").  On April 26, 2004, Global
changed  its name to  ProUroCare  Medical  Inc. In  connection  with the Merger,
Global  completed  a private  placement  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,  ProUroCare  Inc.  Significant
inter-company 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 Corp. 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  shareholders  of
ProUroCare  Inc.  received an aggregate  of 9,603,003  shares of common stock of
Global in exchange for their aggregate of 3,201,001 shares of ProUroCare Inc.


                                     Page 4
<PAGE>

      All  share  data has  been  restated  to give  effect  to the  retroactive
application  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  United  States
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 and nine
month periods ended  September  30, 2005 are not  necessarily  indicative of the
results that may be expected for the year ending  December 31, 2005 or any other
period.. 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 and nine months ended September 30, 2005 and 2004 and
the period from August 17, 1999 (inception) to September 30, 2005.

      (f)   Comparative Figures

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


                                     Page 5
<PAGE>

      (g)   Stock-Based Compensation

      Effective August 17, 1999, the Company adopted the fair value  recognition
provisions of FASB  Statement of Financial  Accounting  Standards 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 123, using the  Black-Scholes  pricing
model.

      In determining  the  compensation  cost of the options  granted during the
three and nine months ended  September  30, 2005 and 2004,  as specified by SFAS
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 used
in these calculations are summarized as follows:

<TABLE>
<CAPTION>
                                  For the three months ended     For the nine months ended
                                         September 30,                 September 30,
                                      2005           2004           2005          2004
                                   ---------      ---------      ---------      --------
<S>                                <C>            <C>            <C>            <C>
Risk-free Interest Rate                 3.92%          4.26%          3.84%         4.18%
Expected Life of Options Granted   5.8 years(1)    10 years(2)   5.8 years(1)   10 years(2)
Expected Volatility                    127.0%          42.1%         104.0%         12.4%
Expected Dividend Yield                    0              0              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)   Warrants

      In  accordance  with  Emerging  Issues  Task  Force  ("EITF")  No.  96-18,
"Accounting for Equity  Instruments  that are Issued to Other than Employees for
Acquiring,  or in Conjunction  with Selling,  Goods and Services" and EITF 98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently  Adjustable  Conversion Ratios", the Company has elected to utilize
the fair-value  method of accounting  for warrants  issued to  non-employees  as
consideration  for goods or  services  received,  including  warrants  issued to
lenders and guarantors of Company debt (see Notes 3 and 4). The weighted-average
fair  value of the  warrants  granted  during  the three and nine  months  ended
September  30, 2005 was $0.58,  and such  warrants  are  immediately  vested and
exercisable  on the  date of  grant.  The  weighted-average  fair  value  of the
warrants  granted  during the three and nine month periods  ended  September 30,
2004 was $1.15 and $0.39, respectively.

      The fair value of stock  warrants is the estimated  present value at grant
date using the Black-Scholes  pricing model with the following  weighted average
assumptions:

<TABLE>
<CAPTION>
                                       For the three months         For the nine months
                                        ended September 30,         ended September 30,
                                        2005          2004          2005           2004
                                      -------       -------       -------       ---------
<S>                                   <C>           <C>           <C>           <C>
Risk-free Interest Rate                  3.99%         3.69%         3.99%           2.72%
Expected Life of Warrants Issued(1)   5 years       5 years       5 years       3.5 years
Expected Volatility                     129.0%         41.8%        129.0%           10.5%
Expected Dividend Yield                     0             0             0               0
</TABLE>

      1     The contractual term of the warrants.


                                     Page 6
<PAGE>

      (i)   Recently Issued Accounting Pronouncements

      In December 2004, the Financial Accounting Standards Board ("FASB") issued
a revision  to SFAS 123  ("SFAS  123R"),  "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 123,
"Accounting  for Stock-Based  Compensation",  and supersedes APB Opinion No. 25,
"Accounting  for Stock Issued to  Employees."  SFAS 123R 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  123R  to  have a  material  effect  on its  consolidated
financial statements, since the Company has previously adopted SFAS 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,  are valid for ten years and have an exercise
price of $2.35 per share.

      On September 6, 2005,  the Company issued 150,000 stock options to Alan L.
Haggerty, the Company's Vice President of Engineering.  The options vest ratably
over a three-year period, have a 10-year life and an exercise price of $0.60 per
share.

      The options  granted  above 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. Notes Payable - Bank.

      On  March  31,  2005  the  Company  borrowed  $100,000  from  a  financial
institution  and issued a promissory note secured by  substantially  all Company
assets and a guaranty  provided by the  Company's  Chairman and Chief  Executive
Officer, Maurice R. Taylor. The promissory note bears interest at an annual rate
of 7.0%.  On October 20, 2005 the note was amended and  restated  pursuant to an
increase in the amount of the note (see Note 10).

      On  September  14, 2005,  ProUroCare  Inc.,  our wholly owned  subsidiary,
borrowed $100,000 from a financial  institution and issued a secured  promissory
note to such  institution.  The promissory  note is secured by the assets of the
business  under an existing  Commercial  Security  Agreement  with the financial
institution  and  a  commercial  guaranty  from  an  individual  investor.   The
promissory  note bears interest at an annual rate of 8.0%,  matures on March 14,
2006, and is to be repaid out of the expected  proceeds of the Company's current
financing  efforts.  In connection  with the  commercial  guaranty,  the Company
issued a five-year warrant (immediately  exercisable) to the investor to acquire
25,000  shares of the Company's  common stock at $0.50 per share.  The warrants,
valued at $15,750  using the Black  Scholes  pricing  model  (see Note 1),  were
recorded  as debt  issuance  costs and are being  expensed  over the term of the
promissory  note as interest  expense.  On October 19, 2005,  the Company issued
another  immediately  exercisable  five-year warrant to the investor to purchase
25,000 shares of the Company's  common stock at $0.50 per share.  The additional
warrant,  valued at  $12,000  using the Black  Scholes  pricing  model,  will be
recorded as debt  issuance  costs and expensed  over the term of the  promissory
note as interest expense.


                                     Page 7
<PAGE>

Note 4. Notes Payable.

      On April 19, 2005 the Company  borrowed  $31,125 from a commercial  lender
pursuant to an insurance policy  financing  agreement.  The financing  agreement
calls for eight monthly  installment  payments of $4,098  beginning May 1, 2005,
with an imputed annual  interest rate of 14%. The proceeds were paid directly to
an insurance company as a prepayment on an insurance policy.

      On September 21, 2005 ProUroCare Inc., borrowed $100,000 from an unrelated
individual lender, and in connection therewith issued to the lender a promissory
note. The promissory  note bears an annual  interest rate of Prime less one-half
percent,  matures  on March  20,  2006 and is to be repaid  out of the  expected
proceeds of the Company's  current  financing  efforts.  In connection  with the
promissory   note,  the  Company  issued  a  five-year   warrant  (  immediately
exercisable)  to the lender to acquire  25,000  shares of the  Company's  common
stock at $0.50 per share. The gross proceeds of $100,000 were allocated  between
the  promissory  note and the common stock  warrants  based on the relative fair
values  of the  securities  at the time of  issuance.  The  warrants,  valued at
$13,250  using the Black  Scholes  pricing  model (see Note 1), were recorded as
original  issue  discount as defined in EITF 98-5  "Accounting  for  Convertible
Securities  with  Beneficial  Conversion  Features  or  Contingently  Adjustable
Conversion Ratios" and are being expensed on a straight-line basis over the term
of the promissory note, which  approximates the interest method.  On October 19,
2005, the Company issued another  immediately  exercisable  five-year warrant to
the investor to purchase  25,000 shares of the  Company's  common stock at $0.50
per share.  The  additional  warrant,  valued at $12,000 using the Black Scholes
pricing  model,  will be recorded as debt  issuance  costs and expensed over the
term of the promissory note as interest expense.

Note 5. Legal Proceeding.

      On April 2, 2004, a former  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 alleged that the Company  failed to make payments owed
to him under the  employment  agreement  in October  2003.  He claimed that this
action  resulted  in a  termination  without  cause and that he was  entitled to
severance  payments  under the  contract.  The  Company  disputed  this claim as
without  merit.  On August 1, 2005,  ProUroCare  Inc. and the Company  agreed to
settle  this claim to avoid  further  litigation  costs.  Under the terms of the
settlement, the Company did not admit any wrong-doing, but agreed to pay a total
of $160,000 in complete settlement of all differences.  The Company has recorded
a reserve of $161,929 for the settlement and anticipated payroll taxes thereon.

      As of November 11, 2005,  the Company had not yet paid the  settlement and
thus is in default under this agreement, and thus, adverse action could be taken
against the Company.  The former  officer has notified the Company of his intent
to move the court to enforce the settlement agreement and enter judgment against
the Company for interest,  costs and fees,  and to issue  sanctions  against the
Company and its litigation  counsel. A hearing on this matter has been scheduled
on November 17, 2005 in Hennepin County District Court, Minneapolis, Minnesota.


                                     Page 8
<PAGE>

Note 6. Employment Agreements.

      On March 3,  2005,  our 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 Chief  Executive
Officer and named Mr. Grossman President and Chief Operating Officer. Mr. Taylor
retained the title of Chairman.  In recognition  of these  changes,  the Company
entered into new employment agreements with both 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 three years.  The  agreement  with Mr.  Taylor  provides for an annual
salary of $190,000 and a maximum  bonus  potential of 75% of Mr.  Taylor's  base
pay. Mr. Grossman's  agreement  provides for an annual salary of $175,000 with a
maximum bonus  potential of 50% of his base pay. 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 prior  service to the  Company (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 and be  exercisable  up to one-year
from the date of termination.  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 7. Private Placements.

      On April 11, 2005, the Company entered into a Placement  Agency  Agreement
with a placement agent to raise working capital for the Company. Under the terms
of the  agreement,  the  placement  agent was  granted  the  exclusive  right to
identify prospective purchasers of the Company's debt or equity securities, on a
best  efforts  basis,  with no stated  minimum or  maximum  amount to be raised.
Pursuant to the  agreement,  the Company  paid $5,000 and on May 13, 2005 issued
50,000 shares of the Company's  common stock to the placement  agent. The 50,000
shares  were  valued at  $51,001  using  the  stock  price on the date of grant.
Subsequently, the placement agent was unable to raise capital on terms that were
acceptable to the Company and the agreement was  terminated.  Costs  incurred in
this financing totaling $59,696,  including the value of the common stock issued
to the placement agent,  were expensed in the three month period ended September
30, 2005.

      Effective  September 1, 2005 the Company engaged new outside Corporate and
Securities  Law Counsel,  Venture Law  Resources,  PLLC (VLR),  of  Bloomington,
Minnesota.  Pursuant to such engagement,  VLR agreed to represent the Company as
its General Counsel and to assist with the  introduction of strategic  investors
to the Company from time to time,  including success based compensation  arising
from any services as a finder to the Company. Under this agreement,  the Company
issued  25,000  shares of common stock to VLR as a retainer in  connection  with
VLR's  engagement.  An  additional  25,000  common  shares  may be earned by VLR
provided if  $1,000,000  is raised from its  services on or before  November 20,
2005.  The shares  issued to VLR were  valued at $17,750  using the fair  market
value of the Company's  stock price on the date of grant and along with a $2,500
retainer paid, was recorded as deferred offering expense at September 30, 2005.


                                     Page 9
<PAGE>

Note 8. Common Stock.

      On June 15, 2005 the Company sold 65,790 shares of its common stock to one
accredited  investor  in  a  non-public  offering  under  Section  4(2)  of  the
Securities  Act of 1933, as amended.  Net proceeds  received from this placement
were $50,000.

Note 9. Joint Development Agreement.

      On July 27, 2005, the Company  entered into a Memorandum of  Understanding
(the "MOU") with Urologix,  Inc. ("Urologix") pursuant to which the parties will
co-develop new products utilizing  ProUroCare's  electrical impedance tomography
("EIT") technology.  The EIT technology is expected to be assembled into modules
that will be compatible with and  incorporated  into Urologix'  existing thermal
therapy  systems.  The  modules  will  include  a  low-frequency  power  supply,
electrodes,  a rectal probe,  monitor and software  containing  the  proprietary
algorithms.  It is intended  that  thermal  therapy  systems  upgraded  with the
modules  will enable  urologists  to observe  the  real-time  migration  of heat
through the prostate during treatment and adjust the amount of energy applied in
order to protect the urethral tissue and adjacent  organs.  The upgraded systems
will continue to utilize transurethral  microwave catheters to generate the heat
necessary to cause necrosis.

      The parties  expect the  project to require  several  phases of  research,
testing and  development,  the first three phases of which are projected to cost
approximately $550,000. The Company and Urologix have agreed to equally share in
the  development  costs of these  phases.  The MOU will continue in effect for a
five-year  period  following  the date on which the Federal Drug  Administration
first approves a Urologix EIT urology product for sale in the United States.  If
the development of the modules is successful,  the parties contemplate  entering
into  definitive  agreements  pursuant to which  Urologix  would  market the new
products subject to a license agreement with the Company.

      In  connection  with the  co-development  project,  on July 27, 2005,  the
Company  granted  to  Urologix  a  sublicense  ("Urologix  Sublicense")  of  EIT
technology originally licensed to ProUroCare by Rensselaer Polytechnic Institute
("RPI")  pursuant to that certain  License  Agreement dated July 13, 2001 by and
between the Company  and RPI (the "RPI  License"),  a copy of which was filed as
Exhibit  10.11 to our  registration  statement  on Form  SB-2/A  filed  with the
Securities  and Exchange  Commission on October 1, 2004.  Under the terms of the
sublicense,  Urologix will have the right to exploit the licensed products under
and on the same terms as the  Company  has under the RPI  License,  as  amended,
including without limitation, restrictions as to field of use, exclusivity, term
and other conditions of the MOU.

      Simultaneously, ProUroCare and RPI entered into Amendment No. 1 to the RPI
License.  Under the terms of Amendment No. 1, (i) ProUroCare  received the right
to sublicense the  technology,  (ii) a milestone  requiring the initiation of an
FDA  approval  process on an EIT device was  extended  to July 13,  2008,  (iii)
certain  termination  provisions  were  extended  to July  13,  2009,  and  (iv)
royalties  due to RPI under the  Urologix  Sublicense  were defined as 3% of the
Company's net sales of rectal sheaths and abdominal  belts to Urologix,  plus 1%
of Urologix' sales of standalone EIT modules providing such sales are made above
Urologix' cost to manufacture.


                                    Page 10
<PAGE>

Note 10. Subsequent Events.

      On  September  15,  2005,  our  Board  of  Directors   authorized  Company
management to secure short term funding by conducting  negotiations with various
lenders  and  individual  guarantors  to secure  up to  $500,000  of  short-term
funding,  and as an incentive  for the  individual  guarantors  to provide their
guarantees,  issue warrants to purchase up to 250,000 shares of our common stock
at $0.50 per share.  On the same date,  our Board of Directors  also  authorized
management  to  conduct   negotiations   with  various  lenders  and  individual
guarantors to secure up to $6,000,000 of long-term funding in the form of senior
debt financing.  As an incentive for the guarantors to provide their  guarantees
on this senior debt facility,  the Board of Directors authorized the issuance of
up to $2,000,000 of three year convertible subordinated debentures,  convertible
to Company common stock at $0.50 per share.

      On  October  19,  2005  the  Company  issued  an  additional   immediately
exercisable warrant to purchase 25,000 shares of common stock at $0.50 per share
to a loan guarantor (see Note 3). The warrant, valued at $12,000 using the Black
Scholes pricing model, will be recorded as debt issuance costs and expensed over
the term of the promissory note as interest expense.

      Moreover,  on October 19, 2005,  the Company  issued an  additional  stock
purchase  warrant to acquire  up to 25,000  shares of common  stock at $0.50 per
share to an individual lender (see Note 4). The warrant, valued at $12,000 using
the Black Scholes  pricing  model,  will be recorded as debt issuance  costs and
expensed over the term of the promissory note as interest expense.

      On  October  20,  2005,  our  wholly-owned  subsidiary,  ProUroCare  Inc.,
borrowed  $300,000  from a financial  institution.  The loan is  evidenced  by a
promissory note and is secured by two $150,000 Commercial Guaranties provided by
Adrian T. Johnson and Ronald S. Musich. The promissory note bears interest at an
annual rate of 8.75%,  matures on March 14, 2006, and is to be repaid out of the
expected  proceeds of our current  financing  efforts.  In  connection  with the
Commercial  Guaranties,  on October  19,  2005,  the  Company  issued  five-year
warrants to the two  guarantors to acquire up to 150,000 shares of the Company's
common  stock  at  $0.50  per  share.   The  warrants   issued  are  immediately
exercisable.  The warrants,  valued at $72,000  using the Black Scholes  pricing
model, will be recorded as debt issuance costs and expensed over the term of the
promissory note as interest expense. The new promissory note amends and restates
an existing  $100,000  promissory note first issued on March 31, 2005. Under the
amended promissory note, a personal guaranty of the previous  promissory note by
the Company's Chairman and CEO, Maurice R. Taylor, was released and is no longer
in effect.  The amended promissory note continues to be secured by the assets of
the business under an existing Commercial Security Agreement.


                                    Page 11
<PAGE>

      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 year ended
December  31, 2004 filed in our annual  report on Form 10-KSB on March 31, 2005,
our unaudited financial  statements and notes thereto for the period ended March
31, 2005 filed in our quarterly  report on Form 10-QSB on May 11, 2005,  and our
unaudited  financial  statements and notes thereto for the period ended June 30,
2005 filed in our quarterly report on Form 10-QSB on August 22, 2005.

      Certain  statements   contained  in  this  report  may  be  deemed  to  be
forward-looking  statements  as defined  by the  Private  Securities  Litigation
Reform Act of 1995, and the Company intends that such forward-looking statements
be subject to the safe-harbor created thereby.  Such forward-looking  statements
relate  to,  among  other  things:  estimates  regarding  the size of our target
markets;   successful  product  completion  and  development  and  clinical  and
commercial  trials for our  products;  the timing  and  success of such  product
development  and U.S.  clinical  trials and  securing  FDA  approval;  access to
working capital; new product introductions;  competitive factors;  physician and
urology  acceptance of our products in the  marketplace;  reimbursement  for our
products;  enforcement of our intellectual  property rights; and the success and
strategy  outlined in our business model.  We caution that these  statements are
qualified  by  important  factors  that  could  cause  actual  results to differ
materially from those reflected by the forward-looking statements herein.

      Overview; Product Offerings.

      ProUroCare Medical Inc. ("ProUroCare", "the Company", "we", "us" or "our",
which terms include  reference to ProUroCare  Inc.,  ProUroCare  Medical  Inc.'s
wholly owned  subsidiary)  is a  development  stage  company that is  developing
diagnostic  equipment  and  treatments  for  enlarged  prostates  and other male
urological   conditions.   Our   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.

      Our first product is the  ProUroScan  system,  developed and 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
preliminary 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 tissue
abnormalities  within the  prostate.  We believe that  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.

      In  late  November  2004,  the  Company  took  delivery  of  two  working,
pre-clinical  ProUroScan  systems from Artann  Laboratories.  The two units have
undergone  extensive bench and laboratory testing to confirm the function of the
system components and the overall operating system.  Since that time, Artann has
continued  development  work on the  system,  and they  believe  they  have made
significant improvements to the system's hardware and software. We are currently
negotiating  additional  development agreements with Artann to incorporate these
improvements  and to work with them to finalize the systems for clinical trials.
Assuming the contract  negotiations are successful,  we expect the systems to be
available for FDA clinical testing studies by the first quarter of 2006.

      The exact  path we will  follow to gain FDA  clearance  will  depend  upon
feedback we will receive at a meeting with the FDA later this year. Assuming the
path  outlined  above is  acceptable  to the FDA, we expect to conduct  clinical
trials  and make a formal  submission  to the FDA during the first half of 2006.
Recently  published FDA  statistics  indicate the average time from receipt of a
510K application to final action is 65 days, with 90% completed in less than 180
days.  Based on this data,  assuming that the results of clinical trials pose no
unanticipated  problems,  we expect to receive FDA  concurrence  within 90 - 180
days after the 510K application is filed.


                                    Page 12
<PAGE>

      Over time, after receiving our initial FDA 510K approval and launching the
system into the market, we plan to file more advanced claims involving  enhanced
features and functions of the ProUroScan  system.  Depending on the exact nature
of these more advanced  claims,  the approval process may require more extensive
clinical studies and possibly a full premarket approval (PMA) application.  Such
an application likely will be take significantly more time and be more expensive
than the 510K approval process.

      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.  This work will be
performed under a joint development agreement with Urologix, Inc..

      Assets; Property Acquisitions and Dispositions.

      Our primary assets are cash, licenses and other key  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 in 2004, we issued 2,205,000 shares of common stock at
$2.00 per share in a private  placement  transaction  exempt  from  registration
requirements  under 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.

      Current Operations - Employees and Expenses.

      We  currently  employ only our three  executive  officers  and three other
employees, 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. We anticipate hiring a limited number of additional employees
in the next 12  months to  develop  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.  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. and Artann Laboratories Inc.
The work conducted by these  contractors has been supervised by a combination of
our executive management and consultants.

      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 an
unaffiliated  company.  Other  expenses  incurred  include  travel,   insurance,
telephone, supplies, and other miscellaneous expenses.


                                    Page 13
<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 $1.6 million in marketing and administrative  expenses.  Of
these,  we expect that  approximately  $1.1  million  will be for  compensation,
benefits and payroll taxes.

      Research and Development.

      We  anticipate  that we will spend a total of  approximately  $1.2 to $1.4
million on research and product  development of the  ProUroScan  system over the
next 12 months. Of this amount, approximately $650,000-$700,000 will be spent on
manufacturing,  engineering,  validation  and  documentation  efforts  with  our
development  partners.  Clinical  trials and the 510(k)  filing with the FDA are
expected to cost in the range of $400,000-$425,000. Other costs, estimated to be
in the range of  $225,000-$250,000,  are  expected to include  market  research,
regulatory costs and project management.

      On July 27,  2005,  we entered  into a Memorandum  of  Understanding  (the
"MOU") with  Urologix,  Inc.  ("Urologix")  pursuant  to which the parties  will
co-develop new products utilizing  ProUroCare's  electrical impedance tomography
("EIT") technology.  The EIT technology is expected to be assembled into modules
that will be compatible with and  incorporated  into Urologix'  existing thermal
therapy  systems.  The parties  expect the project to require  several phases of
research, testing and development, the first three phases of which are projected
to cost  approximately  $550,000 over the next 18 to 24 months.  ProUroCare  and
Urologix have agreed to equally share in the development  costs of these phases.
The MOU will  continue in effect for a five-year  period  following  the date on
which the Federal  Drug  Administration  first  approves a Urologix  EIT urology
product  for sale in the United  States.  If the  development  of the modules is
successful, the parties contemplate entering into definitive agreements pursuant
to which Urologix would market the new products  subject to a license  agreement
with the Company.

      Liquidity and Capital Resources.

      We had a working  capital  (deficit)  of  approximately  $(1,136,000)  and
$23,000 at September 30, 2005 and December 31, 2004, respectively.  Cash used in
operations was approximately  $531,000 and $1,382,000 for the nine month periods
ended September 30, 2005 and 2004,  respectively,  and $4,401,000 for the period
from August 17, 1999 (date of inception) to September 30, 2005.

      The primary use of cash in the nine months ended September 30, 2005 was to
fund our  operating  losses 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  September  30, 2005,  in addition to
funding our net loss, was to pay $750,000 to Profile, LLC to redeem 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  $242,000 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 September
30, 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
September 30, 2005.


                                    Page 14
<PAGE>

      Pursuant to terms of the Research and  Development  Agreement  with Artann
Laboratories,  Inc.  and Armen  Sarvazyan  of July 2004,  we are required to pay
$250,000 for  development  services to be rendered  through July 2007,  based on
achievement of certain performance milestones.  As of September 30, 2005, we had
paid  $150,000  to  Artann  Laboratories  under  the  Research  and  Development
Agreement.

      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.  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.  On
July 25, 2005, Minnetronix returned $9,900 of the deposit. The remaining balance
of the deposit is being held by Minnetronix  and is being applied  against their
contracted  work. As of September 30, 2005 the remaining  balance of the deposit
was $547.

      On March  31,  2005 we  borrowed  $100,000  from a  financial  institution
pursuant to a promissory note secured by substantially all assets of the Company
and a guaranty by our Chairman and Chief Executive Officer,  Mr. Taylor. On July
2, 2005 the due date of the note was extended to October 2, 2005. On October 20,
2005 this note was amended and restated, as described below.

      On April 11,  2005 we engaged a  placement  agent and  commenced a private
placement of securities to institutional  investors to secure additional working
capital.  On May 13,  2005 we  issued  50,000  shares  of  common  stock  to the
placement agent pursuant to the placement agency agreement.  The placement agent
was unable to secure capital on terms that were  acceptable to the Company,  and
the private placement was abandoned in August,  2005. Costs associated with this
placement  effort were  recorded as general and  administrative  expenses in the
three month period ended September 30, 2005.

      On  June  15,  2005 we sold  65,790  shares  of our  common  stock  to one
accredited  investor  outside of the placement  agency  agreement.  Net proceeds
received from this investment were $50,000.

      On August 1, 2005,  ProUroCare  Inc. and the Company  agreed to settle the
lawsuit  with a  former  officer  of the  Company  to  limit  further  costs  of
litigation.  Under the terms of this  agreement,  the  Company did not admit any
wrong-doing,  but agreed to pay $160,000  plus  applicable  employment  taxes in
complete settlement of all differences. As of November 11, 2005, the Company had
not yet paid the  settlement  amount and is in default  of this  agreement,  and
adverse  action may be taken  against the  Company  for its  breach.  The former
officer has  notified the Company of his intent to move the court to enforce the
settlement agreement and enter judgment against the company for interest,  costs
and fees, and to issue sanctions against the Company and its litigation counsel.
A hearing on these  motions has been  scheduled on November 17, 2005 in Hennepin
County District Court in Minneapolis, Minnesota.

      Effective September 1, 2005, the Company engaged new outside Corporate and
Securities  Law  Counsel,  Venture  Law  Resources,   PLLC  (VLR),  Bloomington,
Minnesota.  Pursuant to that  agreement,  VLR agreed to represent the Company as
its General  Counsel and to assist with the  introduction  of  investors  to the
Company  from  time to time,  including  potential  success  based  compensation
arising from any services as a finder if it is  successful.  Under its agreement
with VLR,  the Company  issued  25,000  shares of common  stock as a retainer in
connection  with VLR's  engagement.  An  additional  25,000 common shares may be
earned by VLR if  $1,000,000  is raised from its services on or before  November
20, 2005.  The shares issued to VLR were valued at $17,750,  based upon the fair
market value of the Company's common stock on the date of grant.


                                    Page 15
<PAGE>

      On  September  14, 2005  ProUroCare  Inc.,  our wholly  owned  subsidiary,
borrowed  $100,000  from a financial  institution  and in  connection  therewith
issued a promissory note to such financial  institution.  The promissory note is
secured by the assets of the  business  under an  existing  Commercial  Security
Agreement with the financial  institution and a commercial guaranty signed by an
investor.  The promissory note bears interest at an annual rate of 8.0%, matures
on March 14,  2006,  and is to be repaid  out of the  expected  proceeds  of our
current financing efforts. In connection with the commercial guaranty, we issued
a five-year  warrant to the  investor to  purchase  25,000  shares of our common
stock at $0.50 per share.  On October  19,  2005,  we issued  another  five-year
warrant to the investor to purchase  25,000  shares of our common stock at $0.50
per share.

      On September 21, 2005 ProUroCare Inc., borrowed $100,000 from an unrelated
individual lender, and in connection therewith issued to the lender a promissory
note.  The  promissory  note  bears  interest  at an annual  rate of Prime  less
one-half  percent,  matures  on March 20,  2006,  and is to be repaid out of the
expected  proceeds of our current  financing  efforts.  In  connection  with the
promissory note, we issued a five-year  warrant to the lender to purchase 25,000
shares of our common stock at $0.50 per share.  On October 19,  2005,  we issued
another five-year warrant to the lender to acquire 25,000 shares of common stock
at $0.50 per share.

      On  October  20,  2005,  our  wholly-owned  subsidiary,  ProUroCare  Inc.,
borrowed  $300,000  from a financial  institution.  The loan is  evidenced  by a
promissory note and is secured by two $150,000 Commercial Guaranties provided by
Adrian T. Johnson and Ronald S. Musich. The promissory note bears interest at an
annual rate of 8.75%,  matures on March 14, 2006, and is to be repaid out of the
expected  proceeds of our current  financing  efforts.  In  connection  with the
Commercial Guaranties, we issued five-year warrants to the guarantors to acquire
up to 150,000 shares of our common stock at $0.50 per share.  The new promissory
note amends and restates an existing  $100,000  promissory  note first issued on
March 31, 2005. Under the amended  promissory  note, a personal  guaranty of the
previous  promissory  note by ProUroCare  Medical  Inc.'s  Chairman and CEO, Mr.
Taylor,  was released and is no longer in effect.  The amended  promissory  note
continues  to be  secured  by the  assets  of the  business  under  an  existing
Commercial Security Agreement.

      The $400,000 of new borrowings in September and October,  2005 enabled the
Company  to  meet  certain   immediate   obligations  and  re-initiate   limited
development work on the ProUroScan system. However, at November 11, 2005, we had
less than $5,000 in cash on hand. Consequently, only minimal development work on
the  ProUroScan  system is being  performed and our  anticipated  entry into the
market will be delayed  accordingly.  We continue to work with our suppliers and
employees to address amounts due to them.

      Our plan to meet our short and long term  capital  needs is to establish a
two-year,  $6 million senior credit facility from one or more  commercial  banks
secured by personal guarantees from several accredited individuals.  In order to
attract investors willing to provide such guarantees,  we plan to issue up to $2
million  of  unsecured  convertible  debentures  due in three  years,  with such
debentures  being  convertible  into  common  stock at $.50 per  share.  We have
commenced discussions with potential senior lenders and guarantors,  but to date
have not closed on any  portion of this senior debt  facility.  We believe  that
this senior debt  financing  can be closed during  December  2005. We expect the
proceeds of this senior  credit  facility  should  allow us to satisfy  existing
liabilities,  complete  development  work  and  finish  clinical  trials  on the
ProUroScan system, begin commercialization  efforts and secure FDA 510k approval
for our ProUroScan  system.  Assuming such FDA clearance is obtained in calendar
2006, we will require  additional  funding to fully launch the ProUroScan system
into the market in calendar 2007.


                                    Page 16
<PAGE>

      We  cannot be  certain  that any  required  additional  financing  will be
available on terms or conditions  favorable to us,  acceptable to us, or at all.
If additional funds are raised by the issuance of our equity securities, such as
through the issuance of the $2 million of convertible  debt  currently  proposed
(assuming  conversion),  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, our development  programs will continue to
be on hold,  further  delaying our market entry and we could lose key employees.
Ultimately,  if no additional financing is obtained, we could be forced to cease
operations.

Caution Regarding Certain Developmental,  Financial,  Regulatory and Operational
Risks Associated with Our Business.

There are numerous material financial, developmental, regulatory and operational
risks associated with our business.  We encourage all shareholders and investors
and others to review the risk factors  disclosed  in our annual  report filed on
Form 10-KSB on March 31, 2005 for a complete  discussion of such material risks.
Such risks may include, but are not limited to the following:

o     As a  development-stage  company, we have no operating history, no revenue
      and our business plan has not been tested. We anticipate  incurring future
      losses  throughout at least calendar 2005 and 2006. We need both short and
      long term  funding to operate the Company  and pursue its  business  plans
      until revenues  occur and  profitability  is secured.  No assurance can be
      given that the Company will ever produce revenue or be profitable.

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

o     Even if finally developed,  our products may not be commercially viable or
      receive all necessary regulatory approvals by the FDA or otherwise.

o     Even if successfully developed,  and approved by the FDA, 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.


                                    Page 17
<PAGE>

o     We  will  need  additional  financing  now  and in the  future;  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 currently  effective 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.

o     The  commercialization  of our  products may be  significantly  delayed by
      governmental regulation;  any and all such delays may materially adversely
      affect the Company and our operations.

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 compete with many companies with greater  resources than us; we may not
      be able to compete  against  companies with greater  resources than us, or
      with any competition.

o     Failure  to  receive  third-party  reimbursement  would  likely  result in
      diminished marketability of our products.

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

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


                                    Page 18
<PAGE>

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
flows from  operations  since  inception.  As of September  30, 2005,  we had an
accumulated deficit of approximately  $9,661,000.  These factors,  among others,
raise  substantial  doubt about our ability to continue as a going concern.  The
accompanying  consolidated  unaudited  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.

Critical Accounting Estimates

      Our critical  accounting  policies are those (i) having the most impact on
the  reporting  of our  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 September
30,  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.


                                    Page 19
<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  officer  was a  party  to  an  employment  agreement  with
ProUroCare  Inc.  dated January 1, 2002,  and alleged that the Company failed to
make  payments  owed to him under the  employment  agreement in October 2003. He
claimed that this action resulted in a termination  without cause and that he is
entitled to severance payments under the contract.  We disputed as without merit
this claim. In 2004, we recorded a reserve  provision of $75,000 as a contingent
liability in connection with this lawsuit.

      On August 1, 2005,  ProUroCare  Inc. and the Company  agreed to settle the
lawsuit  with our former  officer  referenced  above to avoid  further  costs of
litigation.  Under the terms of the  settlement,  the  Company did not admit any
wrong-doing,  but agreed to pay a total of $160,000 plus  applicable  employment
taxes in complete  settlement of all  differences.  As of November 11, 2005, the
Company has not yet paid the settlement and is in breach of this agreement.  The
former  executive  has  notified  the Company of his intent to move the court to
enforce the  settlement  agreement  and enter  judgment  against the Company for
interest,  costs and fees,  and to issue  sanctions  against the Company and its
litigation  counsel.  A hearing on these motions has been  scheduled on November
17, 2005 in Hennepin County District Court,  Minneapolis,  Minnesota in response
to the Company's failure to pay the amounts due under the settlement agreement.

      Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

      On May 13,  2005 we issued  50,000  shares of common  stock to a placement
agent  pursuant  to a  placement  agency  agreement.  The  issuance  was made in
reliance on exemption  from  registration  provided by under Section 4(2) of the
Securities Act of 1933, as amended (the "Act"),  as we reasonably  believed that
the investor was  sophisticated,  that no general  solicitation was involved and
the transaction did not otherwise involve a public offering.

      On  June  15,  2005 we sold  65,790  shares  of our  common  stock  to one
accredited investor. Net proceeds received from this investment were $50,000. No
underwriter was used, and no commissions were paid on the transaction.  The sale
was made in reliance on exemption  from  registration  provided by under Section
4(2) of the  Act,  and/or  Rule 506  promulgated  thereunder,  as we  reasonably
believed  that the investor was  "accredited"  (as defined by Rule 501(a) of the
Act),  that no general  solicitation  was involved,  and the transaction did not
otherwise involve a public offering.

      Effective  September1,  2005 we entered into an agreement with Venture Law
Resources, PLLC ("VLR"), Bloomington,  Minnesota whereby VLR has agreed to serve
as our General Counsel.  Pursuant to that agreement,  we issued 25,000 shares of
our common stock as a retainer, in lieu of a customary cash retainer provided to
law firms.  The  issuance was made in reliance on  exemption  from  registration
provided by under  Section 4(2) of the  Securities  Act of 1933, as amended (the
"Act"), as we reasonably  believed that the investor was sophisticated,  that no
general  solicitation  was involved and the transaction did not involve a public
offering.


                                    Page 20
<PAGE>

      On  September  14, 2005,  we issued a five-year  warrant to an investor to
acquire  25,000 shares of Company  common stock at $0.50 per share in connection
with a commercial  guaranty of a $100,000 bank  promissory  note. On October 19,
2005, in  connection  with this same  commercial  guarantee,  we issued  another
five-year  warrant to the investor to purchase  25,000  shares of the  Company's
common stock at $0.50 per share.

      On  September  21,  2005,  we issued a five-year  warrant to the lender to
acquire  25,000 shares of Company  common stock at $0.50 per share in connection
with a  $100,000  promissory  note  issued  to an  individual  lender.  Also  in
connection  with the  promissory  note, on October 19, 2005,  we issued  another
five-year warrant to the lender to acquire 25,000 shares of the Company's common
stock at $0.50 per share.

      Item 4. Submission of Matters to a Vote of Security Holders.

      Three  matters  were  submitted  to  a  vote  at  the  Annual  Meeting  of
Shareholders  held July 12,  2005.  The  voting  results  on the  three  matters
considered at the meeting are stated below.

Matter 1: Election of Directors

      The director  nominees  described in the Company's  Proxy  Statement  were
elected as follows:

                                For      Withhold
                             ---------   --------
      Maurice R. Taylor II   7,358,028     32,400
      Michael P. Grossman    7,358,028     32,400
      David F. Koenig        7,358,028     32,400
      Alexander Nazarenko    7,358,028     32,400


Each  director has  consented  to hold office  until the next annual  meeting of
shareholders or until his successor is elected and shall have qualified.

Matter 2: Appointment of Independent Auditors

      The appointment of Virchow,  Krause & Company, LLP as Independent Auditors
for the 2004 fiscal year was ratified as follows:

      For         Against   Abstain
      ---------   -------   -------
      7,261,428    71,600    25,000


Matter 3: Approval of the Company's 2004 Stock Option Plan

The Company's 2004 Stock Option Plan was approved as follows:

      For         Against   Abstain   Broker Non-Voted
      ---------   -------   -------   ----------------
      5,613,652   109,500   350,000          1,284,876


                                    Page 21
<PAGE>

Item 6. Exhibits

(a) Exhibits

3.1     Articles of  Incorporation of ProUroCare  Medical Inc.  (incorporated by
        reference  to Exhibit 3.1 to  registration  statement on Form SB-2 filed
        August 3, 2004).

3.2     Amended and Restated Bylaws of ProUroCare Medical Inc.  (incorporated by
        reference to Exhibit 3.2 to annual  report on Form 10KSB filed March 31,
        2005).

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).

10.3    Placement  Agency  Agreement  between  Stonegate  Securities,  Inc.  and
        ProUroCare Medical Inc., dated April 11, 2005 (incorporated by reference
        to  Exhibit  10.3 to  quarterly  report on Form 10QSB  filed  August 22,
        2005).

10.4    Change in Terms  Agreement  between  Venture Bank and  ProUroCare  Inc.,
        dated  July 2,  2005  (incorporated  by  reference  to  Exhibit  10.4 to
        quarterly report on Form 10QSB filed August 22, 2005).

10.5    Memorandum of Understanding  between ProUroCare Inc. and Urologix,  Inc.
        dated July 27,  2005  (incorporated  by  reference  to  Exhibit  10.1 to
        current report on Form 8-K filed August 2, 2005).

10.6    Sublicense  agreement between  ProUroCare Inc. and Urologix,  Inc. dated
        July 27, 2005  (incorporated  by  reference  to Exhibit  10.2 to current
        report on Form 8-K filed August 2, 2005).

10.7    Amendment  #1 dated July 27,  2005 to License  Agreement  by and between
        ProUroCare Inc. and Rensselaer Polytechnic Institute dated July 13, 2001
        (incorporated by reference to Exhibit 10.3 to current report on Form 8-K
        filed August 2, 2005).

10.8    Final  Settlement  Agreement and  Unconditional  Release between Todd E.
        Leonard  ("Leonard"),   and  ProUroCare,   Inc.  dated  August  1,  2005
        (incorporated by reference to Exhibit 10.5 to current report on Form 8-K
        filed August 2, 2005).

10.9    Promissory  Note in the amount of $100,000  issued by ProUroCare Inc. in
        favor of  Venture  Bank,  dated  September  14,  2005  (incorporated  by
        reference to Exhibit 10.1 to current report on Form 8-K filed  September
        20, 2005).

10.10   Promissory  Note in the amount of $100,000  issued by ProUroCare Inc. in
        favor  of Roman  Pauly  and  Maryjo  Pauly,  dated  September  21,  2005
        (incorporated by reference to Exhibit 10.1 to current report on Form 8-K
        filed September 27, 2005).

10.11   Promissory  Note in the amount of $300,000  issued by ProUroCare Inc. in
        favor of Venture Bank, dated October 20, 2005 (incorporated by reference
        to Exhibit 10.1 to current report on Form 8-K filed October 25, 2005).


                                    Page 22
<PAGE>

10.12   $150,000 Commercial Guaranty of Ronald S. Musich, dated October 20, 2005
        (incorporated by reference to Exhibit 10.3 to current report on Form 8-K
        filed October 25, 2005).

10.13   $150,000  Commercial  Guaranty of Adrian T.  Johnson,  dated October 20,
        2005  (incorporated  by reference  to Exhibit 10.4 to current  report on
        Form 8-K filed October 25, 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


SIGNATURES

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

                                              ProUroCare Medical Inc.

Date: November 14, 2005                       By: /s/ Maurice R. Taylor II
                                                 ------------------------------
                                              Name: Maurice R. Taylor II
                                              Title: Chairman and Chief
                                                     Executive Officer

Date: November 14, 2005                       By: /s/ Richard Thon
                                                 ------------------------------
                                              Name: Richard Thon
                                              Title: Chief Financial Officer


                                    Page 23