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, 2004


[_]   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)


           Minnesota
   (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)

                      Global Internet Communications, Inc.
                            2305-1050 Burrard Street
                         Vancouver, B.C. Canada V6Z 2S3
              (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: 13,677,003 shares of common
stock outstanding as of May 14, 2004, 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, 2004

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                             Page No.
<S>                                                                                                          <C>
PART I.       Financial Information.............................................................................[1]

     Item 1.  Financial Statements

              Balance Sheets at March 31, 2004 (unaudited) and December 31, 2003 (audited)......................[1]

              Statements of Operations for the three months ended March 31, 2004 and 2003, and
                  the Period from October 22, 1998 (Date of Inception) to March 31, 2004
                  (unaudited)...................................................................................[2]

              Statements of Cash Flows for the three months ended March 31, 2004 and 2003, and
                  the Period from October 22, 1998 (Date of Inception) to March 31, 2004
                  (unaudited)...................................................................................[3]

              Notes to Financial Statements.....................................................................[4]

     Item 2.  Management's Discussion and Analysis or Plan of Operation ........................................[8]

     Item 3.  Controls and Procedures..........................................................................[16]

PART II.      Other Information................................................................................[18]

     Item 1.  Legal Proceedings................................................................................[18]

     Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity Securities...................[18]

     Item 6.  Exhibits and Reports on Form 8-K.................................................................[18]

SIGNATURES ....................................................................................................[20]

CERTIFICATIONS.................................................................................................[21]
</TABLE>


<PAGE>


ITEM 1.  FINANCIAL STATEMENTS

PROUROCARE MEDICAL INC. (FORMERLY GLOBAL INTERNET COMMUNICATIONS, INC.)
BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     MARCH 31,      DECEMBER 31,
                                                                                       2004             2003
                                                                                    (UNAUDITED)       (AUDITED)
                                                                                     ---------        ---------
<S>                                                                                  <C>              <C>
ASSETS

CURRENT ASSETS:
      Cash                                                                           $    --          $ 105,980
                                                                                     ---------        ---------
          Total current assets                                                            --            105,980
      Stock issuance costs                                                              13,500             --
                                                                                     ---------        ---------
          Total assets:                                                              $  13,500        $ 105,980
                                                                                     =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accrued liabilities                                                             $  13,500        $   2,500
     Advances from related parties                                                        --             11,660
                                                                                     ---------        ---------
         Total current liabilities:                                                     13,500           14,160
                                                                                     ---------        ---------

STOCKHOLDERS' EQUITY:
     Capital stock, par value $.00001 per share, 50,000,000 shares authorized:
     Common stock, par value $.00001 per share: Authorized shares - 50,000,000
         Issued and outstanding shares:
              2,097,000 issued and outstanding as of March 31, 2004, and
              2,000,000 issued and outstanding as of December 31, 2003                      21               20
     Additional paid-in capital                                                        208,001          100,639
     Donated capital                                                                    70,584           70,584
     Deficit accumulated during the development stage                                 (278,606)         (79,423)
                                                                                     ---------        ---------
         Total stockholders' equity:                                                      --             91,820
                                                                                     ---------        ---------

         Total liabilities and stockholders' equity:                                 $  13,500        $ 105,980
                                                                                     =========        =========
</TABLE>

See accompanying notes to financial statements.


                                       1
<PAGE>

PROUROCARE MEDICAL INC. (FORMERLY GLOBAL INTERNET COMMUNICATIONS, INC.)
STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                                                          PERIOD FROM
                                                                                        OCTOBER 22, 1998
                                                                                            (DATE OF
                                                                                            INCEPTION)
                                                      THREE MONTHS ENDED MARCH 31,         TO MARCH 31,
                                                         2004              2003                2004
                                                     -----------        -----------        -----------
EXPENSES:
<S>                                                  <C>                <C>                <C>
     Consulting                                      $   205,028              7,451            274,642
     Interest and bank charges                                 5                 54                194
     Office                                                3,857                889              4,244
     Professional fees                                       500             (1,622)            16,430
     Rent                                                     --                994              8,937
     Telephone                                                --                 --                314
     Web Design                                               --                 17                743
     Debt forgiven                                       (11,660)                --            (11,660)
     Foreign exchange loss (gain)                          1,523             (6,507)           (12,096)
     Less: Interest income                                   (70)              (469)            (3,142)
                                                     -----------        -----------        -----------
NET LOSS:                                            $  (199,183)       $      (807)       $  (278,606)
                                                     -----------        -----------        -----------

NET LOSS PER COMMON SHARE:
     Basic and diluted                               $     (0.11)       $        --

WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING:
     Basic and diluted                                 1,844,747          2,000,000
</TABLE>

See accompanying notes to financial statements.

                                       2
<PAGE>


PROUROCARE MEDICAL INC. (FORMERLY GLOBAL INTERNET COMMUNICATIONS, INC.)
STATEMENTS OF CASH FLOWS

(Unaudited)

<TABLE>
<CAPTION>
                                                                                             PERIOD FROM
                                                                                           OCTOBER 22, 1998
                                                                                               (DATE OF
                                                                                               INCEPTION)
                                                             THREE MONTHS ENDED MARCH 31,     TO MARCH 31,
                                                                2004            2003              2004
                                                              ---------        ---------        ---------
EXPENSES:
<S>                                                  <C>                <C>                <C>
OPERATING ACTIVITIES
Net loss                                                      $(199,183)       $    (807)       $(278,606)
Adjustments to reconcile net loss to net cash used in
     operating activities:
     Value of services donated by related parties                    --               --           70,584
     Common stock issued for services                           102,363               --          102,363
     Changes in operating assets and liabilities:
         Prepaid expenses and deposits                               --           (2,738)              --
         Accrued liabilities                                     11,000            6,130           13,500
                                                              ---------        ---------        ---------
         Net cash provided by (used in) operating

         activities:                                            (85,820)           2,585          (92,159)
                                                              ---------        ---------        ---------

FINANCING ACTIVITIES
     Payments on advances received from related parties         (11,660)          (7,954)              --
     Payments due for stock issuance costs                      (13,500)              --          (13,500)
     Net proceeds from issuance of common stock                   5,000            7,452          105,659
                                                              ---------        ---------        ---------
         Net cash provided by (used in) financing
         activities:                                            (20,160)            (502)          92,159
                                                              ---------        ---------        ---------

Net increase (decrease) in cash                                (105,980)           2,083               --
Cash at beginning of the period                                 105,980           96,987               --
                                                              ---------        ---------        ---------
         Cash at end of the period:                           $      --           99,070        $      --
                                                              =========        =========        =========

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                                               --               --               --
Cash paid for income taxes                                           --               --               --
</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

                             PROUROCARE MEDICAL INC.
                 (FORMERLY GLOBAL INTERNET COMMUNICATIONS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003
                                   (unaudited)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      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, 2004 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2004. The
accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of ProUroCare Medical Inc.
(the "Company"), and notes thereto, for the fiscal year ended December 31, 2003,
contained in its Annual Report on Form 10-KSB for the year ended December 31,
2003.

      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.

      Revenue Recognition. The Company will recognize revenue pursuant to the
requirements of Statement of Position No. 97-2, "Software Revenue Recognition"
(SOP 97-2), as amended by Statement of Position No. 98-9,

      "Software Revenue Recognition with Respect to Certain Arrangements."

      Under SOP 97-2, revenue attributable to an element in a customer
arrangement is recognized when persuasive evidence of an arrangement exists and
delivery has occurred, provided the fee is fixed or determinable, collectibility
is probable and the arrangement does not require significant customization of
the software. If at the outset of the customer arrangement, the Company
determines that the arrangement fee is not fixed or determinable or that
collectibility is not probable, the Company defers the revenue and recognizes
the revenue when the arrangement fee becomes due and payable.

      The Company will account for licensing fees on a gross basis pursuant to
the requirements of Emerging Issues Task Force No. 99-19 (EITF 99-19).

      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. Stock options and warrants are included in
the calculation of diluted net income per share, using the treasury stock
method, when the result is anti-dilutive.

      Stock-Based Compensation. The Company does not have a stock option plan.
The Company accounts for stock issued for services to non-employees in
accordance with SFAS No. 123 "Accounting for Stock-Based Compensation."
Compensation expense is based on the fair market value of the stock award or
fair market value of the goods and services received, whichever is more reliably
measurable.


                                       4
<PAGE>


      Use of Estimates. The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the period. Actual results may differ from those estimates.

NOTE 2. STOCKHOLDERS' EQUITY

      On February 16, 2004 Raymond John Demman was appointed as Chief Executive
Officer, Chief Financial Officer, and Director of the Company. Also on that
date, the Board of Directors authorized the issuance of 500,000 shares on the
Company's common stock to Mr. Demman in exchange for $5,000.

      On March 5, 2004 the Company canceled 1,053,000 shares of common stock
held by the Company's previous officers and directors.

      On March 26, 2004 the Company issued 650,000 shares of common stock to two
consultants pursuant to consulting agreements. The value of these services
(approximately $102,000) was expensed in the first quarter of 2004.

NOTE 3. SUBSEQUENT EVENTS

      Merger. Pursuant to an Agreement and Plan of Merger and Reorganization
dated as of April 2, 2004 (the "Merger Agreement"), by and among the Company,
GIC Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of
the Company ("Acquisition Co."), and ProUroCare Inc., a privately held Minnesota
corporation ("ProUroCare"), Acquisition Co. merged with and into ProUroCare,
with ProUroCare remaining as the surviving company and a wholly owned operating
subsidiary of the Company (such transaction is hereinafter referred to as the
"Merger"). The Merger was effective as of April 5, 2004, when articles of merger
were filed with the Minnesota Secretary of State. On April 5, 2004, the Company
announced the effectiveness of the Merger through a press release and subsequent
Current Report on Form 8-K, filed on April 20, 2004.

      One ProUroCare shareholder, Profile, L.L.C. ("Profile") had dissented from
the Merger proposal as the registered holder of securities beneficially owned by
certain shareholders holding, in the aggregate, 308,465 shares of ProUroCare's
common stock. As described below, Profile and ProUroCare entered into an
agreement relative to these dissenting shareholders.

      Concurrent with the consummation of the Merger, ProUroCare delivered
definitive documents related, among other things, to the purchase of 300,000
shares of ProUroCare common stock from the dissenting shareholders for $750,000;
shareholders beneficially holding the remaining 8,465 shares of ProUroCare
common stock withdrew their dissents from the Merger. These redemption
transactions had the result of decreasing the aggregate number of shares of
ProUroCare common stock outstanding immediately prior to the Merger, and thereby
reduced the anticipated total number of shares of common stock of the Company
issued and outstanding immediately after the Merger.

      At the effective time of the Merger, the legal existence of Acquisition
Co. ceased, and all 3,501,001 shares of common stock of ProUroCare that were
outstanding immediately prior to the Merger and held by ProUroCare shareholders
were cancelled, with one share of ProUroCare common stock issued to the Company.
Simultaneously, the former shareholders of ProUroCare common stock received an
aggregate of 9,603,003 shares of common stock of the Company, representing
approximately 82.1% of the Company's common stock outstanding immediately after
the Merger.


                                       5
<PAGE>


      Settlement of Dispute with Profile L.L.C. Prior to the Merger, ProUroCare
was involved in a dispute with a significant shareholder, Profile, which also
licenses to ProUroCare certain intellectual property essential to the
development of the ProUroCare's main product, the Sensor Guided DRE(TM),
pursuant to a License Agreement (the "License Agreement"). Profile had alleged
that ProUroCare was in default of the License Agreement; and ProUroCare had
denied such default. Furthermore, the closing of the Offering was contingent
upon ProUroCare's resolving such dispute with Profile.

      On March 23, 2004, ProUroCare and Profile entered into a Letter of
Understanding pursuant to which they agreed (effective upon April 5, 2004) to
the following, among other things:

      o     Profile withdrew its default letters and waived all existing
            defaults under the License Agreement.

      o     ProUroCare committed to spend at least $1,200,000 in connection with
            the development of the Sensor Guided DRE(TM).

      o     ProUroCare purchased 300,000 of the 308,465 shares with respect to
            which dissenters' rights were exercised, for an aggregate purchase
            price of $750,000, of which $100,000 was paid on April 5, 2004. The
            remaining $650,000 is payable in two equal quarterly installments of
            $325,000 commencing ninety days after April 5, 2004, pursuant to
            promissory a note. This note is secured by all of the assets of
            ProUroCare. Dissents for the remaining 8,465 shares were withdrawn,
            and participated in the Merger.

      o     Maurice Taylor, Chairman of ProUroCare (and the Company's Chairman),
            agreed to certain restrictions on the sale of the shares of
            ProUroCare (and shares of common stock of the Company) owned by him
            until the above-described promissory note in favor of Profile is
            paid in full.

      o     ProUroCare committed to provide Profile (the owner of 3,084,999
            shares of the Company's common stock following the Merger) certain
            registration rights.

      o     The Company agreed to provide any support, including financial
            support, necessary to cause ProUroCare to meet its obligations to
            Profile under the Letter of Understanding and the documents and
            agreements prepared in connection therewith.

      Private Placement of the Company's Common Stock. In connection with the
Merger Agreement, the Company commenced a private placement offering of a
minimum of 1,500,000 and a maximum of 3,000,000 shares (including an available
overallotment) of common stock pursuant to Rule 506 promulgated under the
Securities Act of 1933, as amended. Shares of common stock issued and issuable
in the private placement are not registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or the availability of an applicable exemption therefrom. The initial closing
occurred on April 5, 2004, at which time the Company had received and accepted
subscriptions for 1,980,000 shares at $2.00 per share, aggregating to gross
proceeds of $3.96 million.


                                       6
<PAGE>


      The following unaudited pro forma condensed balance sheet gives effect to
the Merger, the private placement, and the settlement with Profile as if they
had occurred on March 31, 2004:

     Current assets                                              $ 3,904,209
     Other assets                                                      5,487
                                                                 -----------
                Total assets                                     $ 3,909,696
                                                                 ===========

     Current liabilities                                         $ 3,131,206

     Stockholders' equity
         Common stock                                                    137
         Additional paid-in capital                                6,962,430
         Accumulated deficit                                      (6,184,077)
                                                                 -----------
            Total stockholders' equity                               778,490
                                                                 -----------
                Total liabilities and stockholders' equity
                                                                 $ 3,909,696
                                                                 ===========


      The following unaudited pro forma condensed income statement gives effect
to the merger, the private placement, and the settlement with Profile as if they
had occurred on January 1, 2004:


     Operating Loss                                               (284,796)
     Net Loss                                                     (320,239)
     Basic loss per common share                                      (.03)
     Weighted average shares outstanding                        12,672,607


      Legal Proceeding. On April 2, 2004, Todd Leonard, the former President and
Chief Operating Officer of ProUroCare Inc., the Company's wholly owned
subsidiary as of the date of this report, commenced a lawsuit in Minnesota
district court asserting certain claims against ProUroCare Inc. and the Company
that relate to Mr. Leonard's separation of employment with ProUroCare Inc prior
to the Merger. Mr. Leonard's complaint seeks approximately $228,000 in monetary
damages, injunctive relief, punitive damages and fines under Minnesota law and
payment of litigations costs and attorneys' fees. The Company disputes Mr.
Leonard's claims. The Company does not believe that this litigation, even if
finally determined against it, would have a materially adverse effect on the
Company or its business.

      Change of Name; Trading Symbol. Effective April 26, 2004, the Company
changed its name from Global Internet Communications, Inc. to ProUroCare Medical
Inc., pursuant to a short-form merger with a wholly owned subsidiary formed for
the sole purpose of effecting the name change, as allowed under Nevada corporate
law. On May 5, 2004 the Company's trading symbol changed to"PRRC".


                                       7
<PAGE>


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

      The accompanying Plan of Operation should be read in conjunction with the
Plan of Operation and the Company's audited financial statements, and notes
thereto, for the fiscal year ended December 31, 2003, included in our Annual
Report on Form 10-KSB for the year ended December 31, 2003, as filed with
Securities and Exchange Commission on March 30, 2004, and with ProUroCare's
audited financial statements, and notes thereto, for the fiscal year ended
December 31, 2003, included as an exhibit to our Current Report on Form 8-K,
filed on April 20, 2004.

HISTORY

      The Company was formed on February 26, 2003 as a Nevada corporation,
solely for the purpose of effecting the change of domicile and the conversion
transaction between Global Internet Communications Inc., a Canadian domiciled
company ("Global Canada"), and Global Internet Communications Inc., a Nevada
corporation. On September 29, 2003, the Company received shareholder approval to
complete the merger and subsequently filed articles of merger with the Nevada
Secretary of State on October 4, 2003.

      Immediately following the merger with Global Canada, the Company's
business was based upon the acquisition of a worldwide, exclusive,
non-transferable license with KyxPyx Technologies, Inc., a private British
Columbia corporation, to use their media streaming technology. The license was
to restrict our rights to sublicense the technology to companies within the
pharmaceutical industry only. Media streaming refers to Internet distribution
systems that transmit sounds and images from broadcaster to viewer, similar to
conventional television or radio broadcasting in that sounds and images are
converted into electrical signals and transmitted from broadcasters to viewers
where they are in turn reconverted into the original sounds and images. The
licensed media streaming system was comprised of two components: (1) a broadcast
server referred to as KasterBlaster, and (2) a transmission format, referred to
as KPX. The two combined components enabled the system's prime feature:
multi-channel switching. Multi-channel switching allows viewers the ability to
switch between several different program channels of video or audio content in a
near instantaneous manner (near instantaneous refers to sub-second response
time). Program channels refer to separate and distinct content whether it is
audio or video.

      The Company received only the broadcasting component of the licensed
media. In addition, we discovered multiple technical difficulties in
synchronizing the audio with the video in the format. The Company exercised a
unilateral right to extend the term of the license for three years beyond
December 31, 2003, the date of the license's original termination. The license
will fully expire on December 31, 2006. Nevertheless, due to the aforementioned
technical difficulties the Company's original plan of operation was delayed and
never fully implemented. In January 2004, the Company abandoned its pursuit of
the business, and instead pursued other business opportunities as more fully
described below.

      Pursuant to an Agreement and Plan of Merger and Reorganization dated as of
April 5, 2004 (the "Merger Agreement"), by and among the Company, GIC
Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of the
Company ("Acquisition Co."), and ProUroCare Inc., a privately held Minnesota
corporation ("ProUroCare"), Acquisition Co. merged with and into ProUroCare,
with ProUroCare remaining as the surviving company and a wholly owned operating
subsidiary of the Company (such transaction is hereinafter referred to as the
"Merger"). The Merger was effective as of April 5, 2004, when articles of merger
were filed with the Minnesota Secretary of State. On April 5, 2004, the Company
announced the effectiveness of the Merger through a press release and subsequent
Current Report on Form 8-K, filed on April 20, 2004.


                                       8
<PAGE>


      At the effective time of the Merger, the legal existence of Acquisition
Co. ceased, and all 3,501,001 shares of common stock of ProUroCare that were
outstanding immediately prior to the Merger and held by ProUroCare shareholders
were cancelled, with one share of ProUroCare common stock issued to the Company.
Simultaneously, the former shareholders of ProUroCare common stock received an
aggregate of 9,603,003 shares of common stock of the Company, representing
approximately 82.1% of the Company's common stock outstanding immediately after
the Merger. Effective April 26, 2004, the Company changed its name from Global
Internet Communications, Inc. to ProUroCare Medical Inc., pursuant to a
short-form merger with a wholly owned subsidiary formed for the sole purpose of
effecting the name change, as allowed under Nevada corporate law. On May 5, 2004
the Company's trading symbol changed to "PRRC".

PLAN OF OPERATION

    ASSETS

      As of December 31, 2003, we had $105,980 in cash. During the reporting
period, we paid a consultant in connection with merger and acquisition
preparation, including ascertaining the location and merits of prospective
business opportunities or technologies. These consulting fees were due and paid
upon our signing of a letter of intent with ProUroCare. As a result of this and
miscellaneous other expenses, we had no cash at the end of the reporting period.

      Subsequent to the reporting period, the Company acquired ProUroCare. The
business of ProUroCare, which is the new business of the Company, is summarized
below. ProUroCare's primary assets are its intellectual-property rights, which
are the foundation for the Company's proposed product offerings. At this time,
the Company does not anticipate purchasing or selling any significant equipment
or other assets in the near term.

    BUSINESS DESCRIPTION

      The Company's acquisition of ProUroCare has resulted in the Company
changing its primary business. The new business of the Company, which is the
business of the Company's subsidiary ProUroCare Inc., is summarized below.

      History. ProUroCare is a medical-device company formed to develop and
market innovative products for the detection and treatment of male urologic
prostate disease, and was initially founded as a Minnesota corporation by
shareholders of Clinical Network Inc. ("CN") in August 1999. CN was originally
established in 1990 for the purpose of pursuing treatments for stress urinary
incontinence in women. In July 2001, CN began to collaborate with CS Medical
Technologies, L.L.C. ("CS"), a developer of microwave treatment technology for
prostate and cardiology treatments, in developing products for the male urology
market. At that time, ProUroCare acquired certain assets from CN and CS and
licensed the rights associated with minimally invasive microwave therapy
developed to treat prostate disease. In January 2002, ProUroCare purchased
certain assets from Profile L.L.C. ("Profile") and obtained a license from
Profile providing for worldwide exclusive rights to its prostate imaging system
and related patented technology (the "License Agreement"). This License
Agreement is attached to this filing on Form 8-K as Exhibit 10.1. ProUroCare has
also obtained an exclusive worldwide license relating to an imaging system
developed by Rensselaer Polytechnic Institute that allows one to monitor
microwave therapy changes to tissue in real time. Since January of 2002,
ProUroCare has continued to pursue the development of the technologies licensed
from CS, CN, Profile and Rensselaer Polytechnic Institute and has internally
developed technology for which a patent application has been filed.


                                       9
<PAGE>


      The Disease. Prostate disease is a persistent disease with a dramatically
increasing prevalence. It is currently estimated that over 100 million digital
rectal examinations are given each year to monitor prostate disease and that
over 23 million men in the United States, Europe, and Japan suffer from moderate
to severe symptoms of prostate disease. Benign prostatic hyperplasia ("BPH"),
commonly known as "enlarged prostate," is the most common male urological
disease. BPH dramatically affects the quality of life of millions of men by
causing adverse changes in urinary voiding patterns.

      Initial Product Offerings. ProUroCare's first product will be the Sensor
Guided DRE(TM), which is designed as a unique diagnostic imaging system that
will allow a physician to accurately display and chart a digital rectal
examination (or "DRE") for disease screening, diagnosis and cancer detection. A
DRE is a qualitative and subjective test in which physicians must rely on their
experience and the sensitivity of their finger to determine prostate size and
recognize the presence of hardness within the prostate that might indicate the
presence of potentially life-threatening disease. ProUroCare believes the Sensor
Guided DRE(TM)'s proprietary imaging system will produce a digital image of the
prostate that shows not only the size of the prostate, but also the location and
hardness of soft-tissue nodules within the prostate. The Sensor Guided DRE(TM)
is designed to allow a physician to detect hardness in the prostate more
accurately than with their finger, assess areas of the prostate that cannot be
reached with their finger, and produce quantifiable and chartable results.
ProUroCare intends to position this product as an improvement over the current
non-specific diagnostic DRE, and a complement to a Prostate Specific Antigen
(PSA) enzymatic test.

      ProUroCare currently intends that its second proposed product, the
Procuro(R) system, will be a prostate therapy system designed to treat BPH. BPH
is commonly known as "enlarged prostate" and dramatically affects the quality of
life of millions of men by causing adverse changes in urinary voiding patterns.
The Procuro(R) system will be intended to be a non-surgical, catheter-based
therapy using a proprietary microwave technology to precisely and preferentially
heat diseased areas of the prostate to a temperature sufficient to cause cell
death. ProUroCare believes that the Procuro(R)'s unique and proprietary
Electrical Impedance Tomography - E.I.T. Vision System - will allow the
urologist to observe heat migration through the prostate during treatment while
protecting the urethral tissue and adjacent organs. Procuro(R) will also use a
focused-beam microwave array intended to direct treatment where it is needed
while avoiding healthy tissue. Real-time visioning of the prostate and the
ability to direct treatment will allow a physician to treat specific areas of
the prostate that may have localized cancer or BPH, without damaging healthy
prostate tissue or medial nerves, thus avoiding impotence and
erectile-dysfunction complications. ProUroCare believes that a Procuro(R)
procedure will be able to be performed without general or regional anesthesia or
intravenous sedation, in a low-cost setting such as a physician's office or an
outpatient clinic. As a result, ProUroCare believes that the Procuro(R) system
will be positioned as an efficacious, safe and cost-effective procedure for the
treatment of BPH, minimizing the types of complications and side effects
inherent in most current treatments, and as such, will be well positioned to
address the needs of physicians, patients and payors. ProUroCare intends to
partner with a major thermotherapy system company to complete development of the
Procuro(R) system.

      Feasibility of Sensor Guided DRE(TM) - Preliminary Lab Studies. Initial
lab studies with Sensor Guided DRE(TM) prototypes have demonstrated quantifiable
positive results. During the testing, a number of researchers and doctors were
asked to palpate different prostate models through an intermediate layer of soft
silicone and record their observations. Specific parameters including width and
length of the model, presence and location of nodules, depth of median groove,
and asymmetry of the model were noted. The Sensor Guided DRE(TM) was then used
to examine the models, and was found to evaluate all geometrical parameters more
accurately than the human finger, suggesting the opportunity for earlier
prostate disease detection and thereby improved therapy outcomes.


                                       10
<PAGE>


      Clinical Trial Results. Initial human clinical testing of Sensor Guided
DRE(TM) demonstrated a direct comparison to Transrectal Ultrasound (TRUS)
results. During February 2000, the device was put through a series of
alpha-clinical trials. Results of the trials compared Sensor Guided DRE(TM) to
traditional DRE and to TRUS. The tests were conducted at the Veterans
Administration Medical Center in Minnesota, and the Grand Strand Urology Clinic
in Myrtle Beach, South Carolina. The initial DRE results indicated that the
Sensor Guided DRE(TM) directly correlated to the physician conducted DRE results
and also demonstrated a significant correlation to each patient's historical and
current status of prostate disease. ProUroCare anticipates that additional
comprehensive clinical trials for prostate imaging applications will be
initiated within the next several months.

      The analysis of the results of the initial clinical trials demonstrated
that the Sensor Guided DRE(TM) was fully functional, exhibiting no hardware
malfunctioning during the model and patient examinations. The Sensor Guided
DRE(TM) was able to detect and process patient data from locations within the
prostate not detected during a normal DRE examination. The accuracy of such
findings was determined during follow-up examinations. The physicians conducting
the trial using the Sensor Guided DRE(TM) determined the system to be both
accurate and useful in detecting potential prostate disease based upon the size
of the prostate and nodularity in areas of the prostate that were missed or not
available to a physician during a normal DRE examination.

      Whereas other imaging technologies such as x-ray and ultrasound exhibit
difficulties in identifying soft-tissue hardness (nodules), the Sensor Guided
DRE(TM) imaging system detects certain abnormalities that are missed by other
diagnostic techniques at a far lower cost. ProUroCare also expects that the
Sensor Guided DRE(TM) will be a safer diagnostic test when compared to other
methods using radiation or other high-energy diagnostic tools. This is expected
to lead to better healthcare for those applications where palpation of the
prostate is indicated. Furthermore, the Sensor Guided DRE(TM) offers the
advantage of being able to create an electronic record that can be stored and
compared with new images created at a later date, which is not possible with
finger exams.

    RESEARCH AND DEVELOPMENT

      The Company anticipates that it will spend between $1.2 and $1.8 million
on research and product development over the next 12 months. The Company's
efforts in this regard will primarily be focused on bringing to market the
Company's first two product offerings, the Sensor Guided DRE(TM) and the
Procuro(R).

      Regulatory and Clinical Status - Sensor Guided DRE(TM). The regulatory
strategy for the Sensor-Guided DRE(TM) has been developed in consultations with
various outside consulting groups that specialize in working with the FDA,
including William Jackson and Associates of St. Paul, MN, and Buck and Beardsley
of Washington DC. Mr. Jackson has successfully filed over 200 510(k)s with the
FDA including many urology-based filings. Ms. Buck was past general counsel to
the FDA prior to starting a private firm. In addition, ProUroCare is currently
working with Alquest, Inc., a consulting firm specializing in both US and
European regulatory filings. ProUroCare expects to receive CE clearance in
Europe within the first six months of Sensor Guided DRE(TM) sales in the US.
European CE will occur through the interaction with a TUV-notified body.


                                       11
<PAGE>


      Regulatory and Clinical Status - Procuro(R). The Procuro(R) system has
been through a series of laboratory testing models and is now ready for animal
testing. During the next year, ProUroCare expects to put the minimally invasive
microwave system through a series of animal studies using dogs that have been
bred for prostate procedures. The use of such animals is acceptable to the FDA
for establishing the safety of such a procedure prior to entering human trials.
It is anticipated that during 2004, the Procuro(R) system will undergo two such
animal trials conducted by Dr. Stuart Selkowitz, Dartmouth Medical Center. The
first trial is considered to be an engineering-type of trial and has been
designed to establish the appropriate base line energies needed to conduct
microwave therapy. The second trial has been designed to establish clear safety
criteria prior to human trials.

      The regulatory strategy for the Procuro(R) system is still being
developed. During 2004, ProUroCare will work with its regulatory consultants to
finalize a strategy that will provide for a 2006 product launch for the
Procuro(R) system. The FDA has already approved minimally invasive microwave
therapy for use in the United States. This may help ProUroCare by establishing a
predicate device in the marketplace. The Procuro(R) system has many features
that ProUroCare expects will make it safer than existing systems. It is
ProUroCare's belief that the reduced energy needed to operate the Procuro(R)
system, coupled with the ability to direct its microwave beam in a specific
location and the real-time vision system, is more efficacious and safer than
existing microwave systems already approved by the FDA. ProUroCare intends to
work with existing prostate therapy companies to retrofit Procuro(R) catheters
and the imaging system onto existing systems in the marketplace. By using this
strategy, ProUroCare expects to take advantage of regulatory approvals already
received for product and streamline the regulatory approval process.

    LIQUIDITY AND CAPITAL RESOURCES

      The Company had working capital of $0 and $91,820 at March 31, 2004 and
December 31, 2003, respectively. Cash provided by (used in) operations was
$(85,820), $2,585, and $(92,159) for the three months ended March 31, 2004 and
2003, and the period from October 22, 1998 (date of inception) to March 31,
2004, respectively. The primary use of cash in each period was to fund the
Company's net loss. For both the three months ended March 31, 2004 and the
period from October 22, 1998 (date of inception) to March 31, 2004, common stock
issued to pay for approximately $102,000 of consulting services also funded a
portion of the Company's operating loss.

      On a pro forma basis, giving effect to the Merger, the private placement
net of expenses, and the settlement of the dispute with Profile as if they had
occurred on March 31, 2004, the Company had working capital of $773,003.

      Pursuant to the terms of ProUroCare's settlement with Profile, the Company
is committed to (i) spend $1.2 million on the development of its products, and
(ii) pay a total of $750,000 to acquire shares of common stock pursuant to the
exercise of dissenter's rights under Minnesota corporate law, of which $100,000
was paid on April 5, 2004.

      Our management believes that we will require additional capital to
continue operations. We intend on very limited operations until such time that
we receive additional capital. 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
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 be subject to certain limitations in our
operations, 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 or respond to competitive pressures. The Company
believes that its current cash and cash-equivalents will be sufficient to
finance operations through December 2004.


                                       12
<PAGE>


    EMPLOYEES

      The Company currently has no employees other than its executive management
team. The Company anticipates that it will hire a limited number of additional
employees in the next 12 months to manage the development of its 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 as management deems most effective.

    RISK FACTORS ASSOCIATED WITH NEW BUSINESS

      In General. The purchase of shares of the Company's common stock is very
speculative and involves a very high degree of risk. An investment in the
Company is suitable only for the persons who can afford the loss of their entire
investment. Accordingly, investors should carefully consider the following risk
factors, as well as other information set forth herein, in making an investment
decision with respect to securities of the Company.

      As a development-stage company, we have had no sales and anticipate future
losses. The Company, conducting business through ProUroCare (sometimes referred
to hereinafter as "we"), is a development-stage company. We have yet to commence
active operations or manufacture or sell any products associated with the
proprietary urology-based imaging and therapeutic technologies that we intend to
market. We have no prior operating history from which to evaluate our success,
or our likelihood of success in operating our business, generating any revenues
or achieving profitability. To date, we have generated no revenue and are
proposing to enter the highly competitive urology imaging and therapeutic
industries. There can be no assurance that our plans for developing and
marketing our urology-based products will be successful, or that we will ever
attain significant sales or profitability. We anticipate that we will incur
losses in the near future.

      There is uncertainty regarding new product development, and additional
efforts will be necessary to manufacture products on a commercial scale. We have
developed and manufactured approximately three working prototypes of the Sensor
Guided DRE(TM) for testing and demonstration purposes. However, we have not
generated any revenues from the sale of the Sensor Guided DRE(TM) nor have we
manufactured any Sensor Guided DRE(TM) in commercial quantities. No assurance
can be given that the prototypes will satisfy our performance objectives or FDA
requirements or that additional Sensor Guided DRE(TM) may be manufactured in
commercial quantities at prices that will be commercially viable. The completion
of the development of proposed products remains subject to all the risks
associated with the development and manufacture of new products based on
innovative technologies, including unanticipated technical or other problems and
the possible insufficiency of the funds allocated for the completion of such
development, which could result in a change in the design, delay in the
development, or abandonment of such applications and products. Consequently,
there can be no assurance that such products will be successfully developed or
manufactured, or that if developed and manufactured, will meet current price or
performance objectives, be developed on a timely basis, or prove to be as
effective as products based on other technology. The inability to successfully
complete development of a product or application or a determination by us, for
financial, technical or other reasons not to complete development of any product
or application, particularly in instances in which we have made sufficient
capital expenditures could have a material adverse affect our business.


                                       13
<PAGE>


      We will need to depend upon others for the manufacturing and testing of
our products. We do not intend to manufacture any of our proposed products. Our
ability to develop, manufacture, commercialize and obtain regulatory approval of
our proposed products and any future product candidates depends upon our ability
to enter into and maintain contractual and collaborative arrangements with
others. In this regard, we intend to retain contract manufacturers and clinical
trial investigators. In addition, the identification of new product candidates
for development may require us to enter into licensing or other collaborative
agreements with others, including medical device, pharmaceutical companies and
research institutions. We currently intend to market and commercialize products
manufactured by others, and we may be required to enter into sales, marketing,
licensing, and distribution arrangements with third parties. These arrangements
will likely reduce our product revenues.

      Because our proposed products will be manufactured by outside
manufacturers, there can be no assurance that third parties will be able to
supply our products in the required quantities, at appropriate quality levels or
at acceptable costs. We may be adversely affected by any difficulties
encountered by third-party manufacturers that result in product defects,
production delays or the inability to fulfill orders on a timely basis. In the
event that a manufacturer cannot meet our quality standards and delivery
requirements in a cost-efficient manner, we would likely suffer interruptions of
delivery while we arrange for alternative manufacturing sources. Any extended
disruption in the delivery of products could result in our inability to satisfy
customer demand for our products. Consequently, our inability to obtain
alternative sources on a timely basis may have a material adverse effect on our
business and results of operations. Our third-party contractual or collaborative
arrangements may require us to grant rights, including marketing rights, to one
or more parties. These arrangements may also contain covenants restricting our
product development or business efforts in the future, or other terms which are
burdensome to us, and may involve the issuance of our equity securities.
Collaborative agreements for the acquisition of new product candidates may
require us to pay license fees, make milestone payments and/or pay royalties.

      We cannot be sure that we will be able to enter into arrangements with
third parties on terms acceptable to us, if at all. If we fail to establish new
arrangements when and as necessary, we could be required to undertake these
activities at our own expense, which would significantly increase our capital
requirements and may delay the development, manufacture and commercialization of
our future products.

      We will need more financing in the future. We will likely require
additional sources of financing before we can generate revenues needed to
sustain operations. Unless significant additional funds are obtained, our
development, testing and marketing efforts will be hindered and our development
and introduction of our proposed products will be delayed. Such additional
financing could be sought from a number of sources, including possible further
sales of equity or debt securities or loans from banks or other financial
institutions. No assurance can be given that we will be able to sell any such
securities, or obtain additional financing, on terms and conditions acceptable,
or favorable, to us, or at all, if and when needed. Any additional equity
financing may be dilutive to shareholders, and additional debt financing, if
available, may involve restrictive covenants.

      Our products are subject to FDA regulation and regulation by other
governmental bodies. The proposed products we intend to develop, assemble and
market are subject to regulations by the United States Food and Drug Association
(throughout this Current Report referred to as the "FDA"), and by comparable
agencies in certain states and various foreign countries. The process of
complying with the requirements of the FDA, related agencies, and other state
and foreign agencies can be costly and time consuming. Although we have secured
the assistance of regulatory consultants to help direct our regulatory
compliance and filings, no assurances can be given that such filings will be
acceptable to the FDA or other regulatory governing bodies. Further, even if
acceptable, we may encounter significant delays which will materially and
adversely affect our business plan.


                                       14
<PAGE>


      We are highly dependent on the services provided by certain key personnel.
We are highly and materially dependent upon the services of our executive
officers and other key personnel, including Maurice R. Taylor II, Michael P.
Grossman, Nick Radovich and Richard Thon. We have not obtained "key-man" life
insurance insuring the lives of any of these persons. If the services of any of
these persons become unavailable to us, for any reason, our business could be
adversely affected.

      We license valuable intellectual property from third parties. We have
exclusively licensed from third parties both patents and patent applications
from other sources. Although we have been advised by patent counsel that such
licensed technology has received proprietary protection in proposed major market
areas, no assurance can be given that such claims would not be successfully
challenged by others or will be properly maintained. No assurance can be given
that those final patents will ever be issued. Further, there can be no assurance
that our proposed products and methods do not infringe upon the legal rights of
others. In the event that the licensors of the intellectual properties
underlying our proposed products are unable to maintain or secure patent
protection for their technology, ProUroCare will be vulnerable to competitors
who might attempt to copy our products. We could be materially and adversely
affected by either of such actions, including costly litigation necessary to
defend our patent rights.

      We expect to face significant competition. The urology imaging and
therapeutic businesses, and the healthcare business in general, are extremely
competitive. The urology products markets are subject to rapid technological
advances and the continuing introduction of new products that could render our
proposed products obsolete or non-competitive. Therefore, we have experienced,
and will continue to experience, significant competition in the marketplace from
companies with significantly greater resources than we have. Several large
companies will compete with us in the prostate imaging and prostate therapeutic
business. Although we believe we may have a proprietary niche in the prostate
imaging and prostate therapeutic marketplaces, many factors, including existing
and proposed government regulation, will likely encourage new competitors. We
expect future competition to come from large medical product and device
companies, pharmaceutical companies and others. Many of the companies that will
be in direct competition with us have significantly greater resources, more
personnel and longer operating histories than we do. Therefore, no assurance can
be given that we will be able to successfully compete with these, or any other
companies in the marketplace, if at all.

      We may not receive additional third-party reimbursement. ProUroCare
currently can utilize existing CPT codes and obtain reimbursement for the
Procuro(R) therapeutic procedure and limited reimbursement for the use of the
Sensor Guided DRE(TM) system. ProUroCare intends to apply for more extensive
reimbursement for the Sensor Guided DRE(TM) system. The success of our future
medical-device products will materially depend on our ability to obtain
third-party reimbursement from private insurance sources, Medicaid, Medicare and
various foreign governments. It may be difficult to predict the timing and
outcome of reimbursement decisions. There are no assurances that such additional
reimbursement will ever be obtained.

      Our common stock is illiquid and may be difficult to sell. Trading of our
common stock is conducted on the Over-the-Counter Bulletin Board, or "OTC
Bulletin Board." This has an adverse effect on the liquidity of our common
stock, not only in terms of the number of securities that can be bought and sold
at a given price, but also through delays in the timing of transactions and
reduction in security analysts' and the media's coverage of us. This may result
in lower prices for our common stock than might otherwise be obtained, and could
also result in a larger spread between the bid and asked prices for our common
stock.


                                       15
<PAGE>


      In addition, our common stock is a "penny stock." Broker-dealers who sell
penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC. This document provides information
about penny stocks and the nature and level of risks involved in investing in
the penny stock market. A broker must also give a purchaser, orally or in
writing, bid and offer quotations and information regarding broker and
salesperson compensation, make a written determination that the penny stock is a
suitable investment for the purchaser, and obtain the purchaser's written
agreement to the purchase. The penny-stock rules may make it difficult for you
to sell your shares of our stock. Because of the rules, there is less trading in
penny stocks. Also, many brokers choose not to participate in penny-stock
transactions. Accordingly, if you become a holder of our common stock, you may
not always be able to resell shares of our common stock publicly at times and
prices that you feel are appropriate.

OFF-BALANCE-SHEET ARRANGEMENTS

      The Company has no off-balance-sheet arrangements.

GOING CONCERN

      Our independent auditors have stated in their Auditor's Report included in
the Company's most recent Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003 (as filed on March 30, 2004), that the Company has incurred
operating losses, accumulated deficit, and negative cash flow from operations.
As of December 31, 2003, we had an accumulated deficit of approximately $79,423.
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.

CRITICAL ACCOUNTING ESTIMATES

      The Company's 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 the
Company's current operations, the Company does not believe it has 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.


                                       16
<PAGE>


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,
2004, 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 the limited number of Company employees engaged
in the authorization, recording, processing and reporting of transactions, there
is inherently a lack of segregation of duties. The Company periodically assesses
the cost versus benefit of adding the resources that would remedy or mitigate
this situation, and currently does 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 the Company's current operations.


                                       17
<PAGE>


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      On April 2, 2004, Todd Leonard, the former President and Chief Operating
Officer of ProUroCare Inc., the Company's wholly owned subsidiary as of the date
of this report, commenced a lawsuit in Minnesota district court asserting
certain claims against ProUroCare Inc. and the Company that relate to Mr.
Leonard's separation of employment with ProUroCare Inc prior to the Merger. Mr.
Leonard's complaint seeks approximately $228,000 in monetary damages, injunctive
relief, punitive damages and fines under Minnesota law and payment of
litigations costs and attorneys' fees. The Company disputes Mr. Leonard's
claims. The Company does not believe that this litigation, even if finally
determined against it, would have a materially adverse effect on the Company or
its business.

ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

      On February 16, 2004 Raymond John Demman was appointed as Chief Executive
Officer, Chief Financial Officer, and Director of the Company. Also on that
date, the Board of Directors authorized the issuance of 500,000 shares on the
Company's common stock to Mr. Demman in exchange for $5,000.

      On March 5, 2004 the Company canceled 1,053,000 shares of common stock
held by the Company's previous officers and directors.

      On March 26, 2004 the Company issued 650,000 shares of common stock to two
consultants pursuant to consulting agreements. The value of these services
(approximately $102,000) was expensed in the first quarter of 2004.

      In connection with the Company's acquisition of ProUroCare pursuant to the
Merger, the Company commenced a private placement offering of a minimum of
1,500,000 and a maximum of 3,000,000 shares (including an available
overallotment) of common stock pursuant to Rule 506 promulgated under the
Securities Act of 1933, as amended. Shares of common stock issued and issuable
in the private placement are not registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or the availability of an applicable exemption therefrom. The initial closing
occurred on April 5, 2004, at which time the Company had received and accepted
subscriptions for 1,980,000 shares at $2.00 per share, aggregating to gross
proceeds of $3.96 million.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

      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

(b)   REPORTS ON FORM 8-K

      The Company filed a Current Report on Form 8-K on February 19, 2004,
          concerning the signing of a letter of intent to merge with
          ProUroCare.

      The Company filed a Current Report on Form 8-K on February 24, 2004
          concerning changes in executive management and board of directors.

      The Company filed a Current Report on Form 8-K on April 20, 2004, as
          amended on April 26, 2004, reporting the Company's acquisition of
          ProUroCare pursuant to the Merger and Merger Agreement, change in
          control, and the Company's change in certified independent
          accountants.


                                       18
<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 17, 2004               By:   /S/ MICHAEL P. GROSSMAN
                                      ------------------------------------------
                                  Name:  Michael P. Grossman
                                  Title:  President and Chief Executive Officer


Date:  May 17, 2004               By:     /S/ RICHARD THON
                                      ------------------------------------------
                                  Name:  Richard Thon
                                  Title:  Chief Financial Officer



                                       19