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 September 30, 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)

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

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

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

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

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES|X| NO |_|


                         APPLICABLE TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 13,988,057 shares of common
stock outstanding as of November 12, 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 September 30, 2004

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                           Page No.
<S>                                                                                                              <C>
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.......................................................................[24]

PART II.         Other Information.............................................................................[25]

     Item 1.     Legal Proceedings.............................................................................[25]

     Item 2.     Changes in Securities and USE OF PROCEEDS.....................................................[25]

     Item 6.     Exhibits and Reports on Form 8-K..............................................................[26]

SIGNATURES ....................................................................................................[27]

CERTIFICATIONS ................................................................................................[30]
</TABLE>

<PAGE>

Item 1. Financial Statements

ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.)
A Development Stage Company
Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                  September 30,        December 31,
                                                                      2004                 2003
Assets                                                             (Unaudited)           (Audited)
                                                                    -----------          -----------
<S>                                                                 <C>                  <C>
Current assets:
   Cash                                                             $ 1,422,998          $     8,968
   Deposit                                                                   --               30,000
   Other current assets                                                  50,395                6,879
                                                                    -----------          -----------
                                                                      1,473,393               45,847
Equipment and furniture, net                                              6,977                6,195
Debt issuance costs, net                                                     --               72,594
Other assets                                                                 --                7,590
                                                                    -----------          -----------
                                                                    $ 1,480,370          $   132,226
                                                                    ===========          ===========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
   Line of credit, bank                                             $        --          $   860,000
   Notes payable                                                        325,000                   --
   Accounts payable                                                     454,653              774,436
   Accrued expenses                                                     291,765              404,779
   License obligation                                                        --               25,000
   Due to CS Medical Technologies, LLC                                       --               26,000
   Due to Clinical Network, Inc.                                          8,943               33,244
                                                                    -----------          -----------
        Total current liabilities                                     1,080,361            2,123,459
Shareholders' equity (deficit:)
   Common stock, $0.00001 par value. Authorized
     100,000,000 shares; issued and outstanding
     13,943,616 and 10,503,003 shares on September 30, 2004
     and December 31, 2003, respectively                                    139                  105
   Additional paid-in capital                                         7,945,870            3,866,655
   Deficit accumulated during the development
     stage                                                           (7,546,000)          (5,857,993)
                                                                    -----------          -----------
        Total shareholders' equity (deficit)                            400,009           (1,991,233)
                                                                    -----------          -----------
                                                                    $ 1,480,370          $   132,226
                                                                    ===========          ===========
</TABLE>

See accompanying notes to financial statements.

                                       1
<PAGE>

ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.)
A Development Stage Company
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                             August 17,1999
                                           Three months ended September 30, Nine months ended September 30,  (inception) to
                                          ----------------------------   ----------------------------------  September 30,
                                              2004            2003           2004            2003              2004
                                          ------------    ------------   ------------    ------------      ------------
<S>                                       <C>             <C>            <C>             <C>               <C>
Operating expenses:
     Research and development             $    332,769    $         --   $    354,999    $    276,197      $  3,774,161
     General and administrative                402,509         342,620        876,373       1,005,391         3,045,936
                                          ------------    ------------   ------------    ------------      ------------
        Total operating expenses               735,278         342,620      1,231,372       1,281,588         6,820,097
                                          ------------    ------------   ------------    ------------      ------------
        Operating loss                        (735,278)       (342,620)    (1,231,372)     (1,281,588)       (6,820,097)
Interest income                                 (5,782)             --        (13,201)             --           (13,201)
Interest expense                                24,622          66,485        469,836         169,009           739,104
                                          ------------    ------------   ------------    ------------      ------------
        Net loss                          $   (754,118)   $   (409,105)  $ (1,688,007)   $ (1,450,597)     $ (7,546,000)
                                          ============    ============   ============    ============      ============
Net loss per common share:
     Basic and diluted                    $      (0.05)   $      (0.04)  $      (0.13)   $      (0.14)     $      (1.17)
Weighted average number of shares
   outstanding:
     Basic and diluted                      13,916,442      10,503,003     12,672,025      10,501,886         6,438,148
</TABLE>

See accompanying notes to financial statements.


                                       2
<PAGE>

ProUroCare Medical Inc. (formerly Global Internet Communications, 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,
                                                                           2004                 2003                   2004
                                                                        -----------          -----------          -----------
<S>                                                                     <C>                  <C>                  <C>
Cash flows from operating activities:
   Net loss                                                             $(1,688,007)         $(1,450,597)         $(7,546,000)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
        Depreciation and amortization                                         2,238                2,124                6,986
        Stock-based compensation                                            149,741              116,749              443,949
        Issuance of common stock for services rendered                           --                   --              103,166
        Warrant issued for debt guarantees                                  309,794                   --              309,794
        Warrants issued for services                                        114,914              187,060              302,464
        Amortization of debt issuance costs                                  72,594               86,108              216,112
        License rights expensed as research and development,
          paid by issuance of common stock to CS Medical
          Technologies, LLC                                                      --                   --              475,000
        License rights expensed as research and development,
          paid by issuance of common stock to Profile, LLC                       --                   --            1,713,600
        Changes in operating assets and liabilities:
          Deposits                                                           30,000               24,940                   --
          Other current assets                                              (43,516)             (42,642)             (50,395)
          Other assets                                                        7,590                   --                   --
          Accounts payable                                                 (242,558)             105,167              544,583
          Accrued expenses                                                 (113,014)             323,674              291,765
          License obligation                                                (25,000)                  --                   --
                                                                        -----------          -----------          -----------
             Net cash used in operating activities                       (1,425,224)            (647,417)          (3,188,976)
                                                                        -----------          -----------          -----------
Cash flows from investing activities:
   Purchases of equipment and furniture                                      (3,020)                  --              (13,963)
                                                                        -----------          -----------          -----------
             Net cash used in investing activities                           (3,020)                  --              (13,963)
                                                                        -----------          -----------          -----------
Cash flows from financing activities:
   Net advances from (payments to) line of credit, bank                    (860,000)             709,000                   --
   Payment for recession of common stock                                   (100,000)                  --             (100,000)
   Payment of notes payable                                                (325,000)                  --             (325,000)
   Net advances from (payments to) Clinical Network, Inc.                   (24,301)             (75,000)               8,943
   Net advances from (payments to) CS Medical Technologies, LLC             (26,000)                  --                   --
   Cost of reverse merger                                                  (162,250)                  --             (162,250)
   Net proceeds from issuance of common stock                             4,339,825                   --            5,204,244
                                                                        -----------          -----------          -----------
             Net cash provided by financing activities                    2,842,274              634,000            4,625,937
                                                                        -----------          -----------          -----------
             Net increase (decrease) in cash                              1,414,030              (13,417)           1,422,998
Cash, beginning of the period                                                 8,968               14,996                   --
                                                                        -----------          -----------          -----------
Cash, end of the period                                                 $ 1,422,998          $     1,579          $ 1,422,998
                                                                        ===========          ===========          ===========
Supplemental cash flow information:
   Cash paid for interest                                               $    35,521          $    27,789          $    75,100
   Non-cash investing and financing activities:
     Assumption of liabilities in the Profile, LLC transaction          $        --          $        --          $    25,000
     Warrants issued for debt issuance costs                            $        --          $   174,861          $   216,112
     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          $    12,705          $   193,096
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                            ProUroCare Medical Inc.
                (formerly Global Internet Communications, Inc.)
                           A Development Stage Company
                   Notes to Consolidated Financial Statements
                 September 30, 2004 and 2003 and the period from
                August 17, 1999 (inception) to September 30, 2004
                                   (Unaudited)

Note 1. Summary of Significant Accounting Policies

      Description of Business, Development Stage Activities, and Basis of
Presentation. ProUroCare Medical Inc. (formerly Global Internet Communications,
Inc.) (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.

      On April 20, 2004 Global Internet Communications, Inc. ("GICI") filed a
Current Report on Form 8-K with the Securities and Exchange Commission reporting
the merger of GIC Acquisition Corp. ("Acquisition Co.") (then a wholly owned
subsidiary of GICI), with and into ProUroCare Inc. ("ProUroCare") (Note 2). As
described in the Current Report, for accounting purposes, the merger was
accounted for as a reverse acquisition, with ProUroCare remaining as the
surviving company and a wholly owned operating subsidiary of GICI. The
historical financial statements of ProUroCare become the historical financial
statements of GICI, and the assets and liabilities of GICI are accounted for as
required under the purchase method of accounting. Results of operations of GICI
are included in the financial statements from April 5, 2004, the effective date
of the merger. All share data has been restated to give effect of the merger
under which each ProUroCare share was converted into 3 shares of GICI (Note 3).

      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".

      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 and nine months ended September 30, 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.
(formerly Global Internet Communications, Inc.), 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 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.

                                       4
<PAGE>

      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.

      Reclassifications. Certain accounts in the prior quarters' financial
statements have been reclassified for comparative purposes to conform with the
presentation in the current quarter financial statements. These
reclassifications had no effect on the net loss or stockholders' equity.

      Research and Development Costs. Research and development costs are
expensed as incurred.

      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. For both the three and nine months
ended September 30, 2004, 1,485,000 options and 1,581,877 warrants were excluded
since their effect is anti-dilutive. For both the three and nine months ended
September 30, 2003, 960,000 options and 689,007 warrants were excluded since
their effect is anti-dilutive.

      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
No. 123.

      At September 30, 2004, the Company has two stock-based employee
compensation plans. ProUroCare adopted a stock option plan in April, 2002
covering the granting of options to employees and independent contractors. It
permits the Company to grant both incentive and nonqualified options, stock
appreciation rights, stock awards, restricted stock awards, performance shares
and cash awards. In July, 2004 a second stock option plan was adopted. This plan
also covers the granting of options to employees and independent contractors and
permits the Company to grant both incentive and nonqualified options, stock
appreciation rights, stock awards, restricted stock awards, performance shares
and cash awards.

      In determining the compensation cost of the options granted during the
three and nine months ended September 30, 2004 and 2003, as specified by SFAS
No. 123, the fair value of each option grant has been estimated on the date of
grant using the Black Scholes pricing model and the weighted average assumptions
of used in these calculations are summarized as follows:

<TABLE>
<CAPTION>
                                       For the three months ended    For the nine months ended
                                             September 30,                 September 30,
                                         2004             2003         2004             2003
                                         ----             ----         ----             ----
<S>                                    <C>                  <C>         <C>               <C>
Risk-free Interest Rate                   4.26%              n/a        4.18%              n/a

Expected Life of Options Granted       10 years              n/a     10 years              n/a

Expected Volatility                       42.1%              n/a        12.4%              n/a

Expected Dividend Yield                       0              n/a            0              n/a
</TABLE>


                                       5
<PAGE>

Note 2.  Merger


      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.

      Prior to the Merger, 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;
and 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.

      All assets and liabilities resulting from the reverse acquisition were the
former ProUroCare assets and liabilities (at historical cost) along with the
immaterial assets and liabilities from GICI, which were recorded at their fair
value.

      Upon consummation of the merger, pre-merger GICI shareholders own
approximately 18% of the outstanding common stock of the post-merger Global
Internet Communications, Inc., and former ProUroCare shareholders own
approximately 82% of the outstanding common stock of the post-merger Global
Internet Communications, Inc. On a fully-diluted basis, pre-merger GICI
shareholders own approximately a 13% equity interest in the post-merger Global
Internet Communications, Inc., and former ProUroCare shareholders own
approximately 87%. For purposes of the preceding sentence, fully-diluted means
that the number of shares of common stock issuable upon exercise of outstanding
stock options and warrants are deemed to be outstanding. The ownership
percentages are based on the number of shares of Global Internet Communications,
Inc. and ProUroCare common stock, warrants and stock options outstanding on
April 5, 2004 (the date upon which the Merger was effective).


                                       6
<PAGE>

      The following table sets forth the dilution to Global Internet
Communications, Inc. shareholders as a result of the merger:

<TABLE>
<CAPTION>
                               OWNERSHIP OF COMMON STOCK OF GLOBAL INTERNET COMMUNICATIONS, INC. AFTER THE MERGER

                                    Before Merger                   After Merger              After Private Placement
                             ----------------------------    ---------------------------    ----------------------------
         Holder               Outstanding       Fully          Outstanding    Fully          Outstanding       Fully
                                 Stock         Diluted            Stock        Diluted          Stock         Diluted
                             --------------- ------------    ---------------- ----------    --------------- ------------
<S>                                    <C>          <C>                  <C>        <C>                <C>          <C>
                                       100%         100%                 18%        13%                15%          11%

GICI Shareholders

ProUroCare Shareholders                  0%           0%                 82%        87%                70%          78%

Private Placement
Memorandum Shareholders                  0%           0%                  0%         0%                15%          11%
                             --------------- ------------    ---------------- ----------    --------------- ------------

Total                                  100%         100%                100%       100%               100%         100%
                             =============== ============    ================ ==========    =============== ============
</TABLE>

      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 (pre-conversion) 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.

                                       7
<PAGE>

      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 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 issued 1,980,000 shares at $2.00 per
share, aggregating to gross proceeds of $3.96 million. As of the final closing
on July 31, 2004, the Company issued an additional 225,000 shares at $2.00 per
share, aggregating to additional gross proceeds of $450,000.

      As part of the private placement, a consultant was engaged by the Company
to provide financial-advisory services to the Company. Under terms of the
consulting arrangement, the consultant was paid a total of $52,000, and issued a
warrant for 300,000 shares of common stock. The warrant has a three-year term
and is exercisable at $2.00 per share. Costs associated with the private
placement were $70,175, including the amounts paid to the consultant noted
above.

      Pro Forma Financial Information. The following unaudited pro forma
condensed results of operations for the three and nine months ended September
30, 2003 and the nine month period ended September 30, 2003, gives effect to the
reverse merger with Global Internet Communications, Inc. and the private
placement of the Company's common stock as if such transactions had occurred on
January 1, 2003.

      The unaudited pro forma information does not purport to represent what the
Company's results of operations would actually have been if such transactions in
fact had occurred at such date or to project the Company's results of future
operations:

Three month period ended September 30, 2003:

<TABLE>
<CAPTION>
                                                         Global Internet         Proforma
                                      ProUroCare         Communications         Adjustments         Proforma Results
                                   -------------------  --------------------  ------------------   -----------------
<S>                                  <C>                   <C>                   <C>                  <C>
Sales, net                           $         --          $         --          $         --         $         --

Loss from operations                 $   (342,620)         $     (1,423)                   $-         $   (344,043)

Net loss                                 (409,105)         $     (1,423)                   $-         $   (410,528)

Net loss per share-basic and         $      (0.04)                   --                    --         $      (0.03)
diluted
Shares outstanding - basic             10,503,003                    --             3,402,000           13,905,003
and diluted
</TABLE>

Three month period ended September 30, 2004:

The entire period was after the merger, therefore there are no proforma
adjustments.

<PAGE>

Nine month period ended September 30, 2003:

<TABLE>
<CAPTION>
                                                         Global Internet         Proforma
                                      ProUroCare         Communications         Adjustments         Proforma Results
                                   -------------------  --------------------  ------------------   -----------------
<S>                                  <C>                   <C>                   <C>                  <C>
Sales, net                           $         --          $         --          $         --          $         --

Loss from operations
                                     $ (1,281,588)         $     (7,463)         $         --          $ (1,289,051)


Net loss                               (1,450,597)         $     (6,408)         $         --          $ (1,457,005)

Net loss per share-basic and         $      (0.14)                   --                    --          $      (0.10)
diluted
Shares outstanding - basic             10,501,886                    --             3,402,000            13,903,886
and diluted
</TABLE>

Nine month period ended September 30, 2004:

<TABLE>
<CAPTION>
                                                         Global Internet         Proforma
                                      ProUroCare         Communications         Adjustments         Proforma Results
                                   -------------------  --------------------  ------------------   -----------------
<S>                                  <C>                   <C>                   <C>                  <C>
Sales, net                           $         --          $         --          $         --          $         --

Loss from operations
                                     $ (1,231,372)         $   (199,113)         $    205,028          $ (1,225,457)


Net loss                               (1,688,007)         $   (199,183)         $    205,028          $ (1,682,162)

Net loss per share-basic and         $      (0.13)                   --                    --          $      (0.12)
diluted
Shares outstanding - basic             12,672,025                    --             1,106,135            13,778,160
and diluted
</TABLE>

Note 3. Shareholders' 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 of the
Company's common stock to Mr. Demman in exchange for $5,000. Effective with the
Merger on April 5, 2004, Mr. Demman resigned from the Company.

      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.

      At the effective time of the Merger ProUroCare purchased 300,000 shares
with respect to which dissenters rights were exercised. The remaining 3,201,001
shares of common stock of ProUroCare 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.

                                       8
<PAGE>

      On April 5, 2004, the Company had the first closing on its private
placement offering, at which time the Company issued 1,980,000 shares at $2.00
per share, aggregating to gross proceeds of $3,960,000. As of the final closing
date, July 31, 2004 the Company issued an additional 225,000 shares with
additional gross proceeds of $450,000. As part of the private placement, a
consultant was engaged by the Company to provide financial-advisory services to
the Company. Under terms of the consulting arrangement, the consultant was paid
a total of $52,000, and issued a warrant for 300,000 shares of common stock. The
warrant has a three-year term and is exercisable at $2.00 per share. Costs
associated with the private placement were $70,175, including the amounts paid
to the consultant noted above.

      Upon the closing of the Company's private placement and Merger on April 5,
2004, certain exercise-price protections and anti-dilution provisions of
warrants issued to guarantors of the Company's bank line of credit became
effective. Under the terms of these provisions, holders of warrants to purchase
642,870 shares of the Company's common stock at $2.33 per share became eligible
to purchase a total of 1,017,882 shares at $1.67 per share. These warrants,
valued at $309,794 using the Black Scholes pricing model, were expensed at the
time of issuance.

      Also on April 5, 2004, in connection with the Company's private placement,
the Company issued a warrant to purchase 300,000 shares of its common stock at
$2.00 per share to a consultant.

      A vendor was issued 38,613 shares of the Company's common stock in May,
2004 as payment for product development work valued at $77,225.

      On July 20, 2004, in connection with an employment agreement as of the
same date, the Company issued options to purchase 200,000 shares of its common
stock to Richard Thon, its Chief Financial Officer. The options vest ratably
over a three year period, have a 10 year life, and an exercise price of $2.50
per share. The options were valued using the Black Scholes pricing model (see
Note 1) and are being expensed over the vesting period as general and
administrative expense.

Note 4. Note Payable

      Concurrent with the Merger and as part of the settlement of the Profile
dispute, ProUroCare purchased 300,000 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 was payable in two
equal quarterly installments of $325,000 commencing ninety days after April 5,
2004, pursuant to terms of a promissory note issued by the Company. This note is
collateralized by all of the assets of ProUroCare and bears interest at a rate
of 6.5% per annum. On July 5, 2004 the Company paid the first $325,000
installment, plus accrued interest.

Note 5. 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 litigation
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. During the three and nine month periods ended September 30, 2004 the
Company recorded a reserve provision of $75,000 as a contingent liability
related to this lawsuit.

                                       9
<PAGE>

Note 6. Subsequent Events

      On October 4, 2004 the Company paid the final $325,000 installment (plus
accrued interest) to Profile, LLC pursuant to a promissory note (Note 4).
Following this payment, all restrictions on the sale of ProUroCare shares by
Maurice Taylor under the Letter of Understanding with Profile (Note 2) lapsed.

      On October 12, 2004 the Company reached an agreement with one of its
Sensor Guided DRE research and development contractors, Minnetronix Inc.,
regarding payment of amounts due to Minnetronix for past and future work. Under
this agreement, the Company paid $80,538 of its outstanding balance due to
Minnetronix, and issued an unsecured promissory note for the remaining balance
of $241,613. The promissory note is payable in 12 monthly installments beginning
November 1, 2004, and bears interest at a 6% annual rate. At the same time, the
Company settled $133,323 of accrued finance charges with a $44,441 cash payment
and by issuing 44,441 shares of ProUroCare common stock. These liabilities had
been recorded on the Company's books as of September 30, 2004. 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.


                                       10
<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 fiscal
year ended December 31, 2003 included as an exhibit to our Current Report on
Form 8-K filed on April 20, 2004.

COMPANY HISTORY

      ProUroCare was initially founded by shareholders of Clinical Network Inc.
in August of 1999. Pursuant to the above-described Merger Agreement by and among
the Company, Acquisition Co. and ProUroCare Inc., Acquisition Co. merged with
and into ProUroCare, with ProUroCare remaining as the surviving company and a
wholly owned operating subsidiary of the Company. 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.

      At the effective time of the Merger, the legal existence of Acquisition
Co. ceased, and all 3,501,001 shares of ProUroCare common stock outstanding
immediately prior to the Merger and held by ProUroCare shareholders were
cancelled, with one share of ProUroCare common stock issued to the Company.
Immediately prior to the Merger and as part of the settlement of the dispute
with Profile, ProUroCare redeemed 300,000 shares of ProUroCare common stock with
respect to which dissenters' rights were exercised. The non-dissenting former
shareholders of 3,201,001 shares 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".

      In connection with and as a condition to the closing of the Merger, the
Company engaged in a private placement of it common stock (the "Private
Placement"). In the Private Placement, the Company issued and sold an aggregate
of 2,205,000 shares of common stock at $2.00 per share pursuant to Section 4(2)
of the Securities Act and Rule 506 promulgated under the Securities Act. The
initial closing of the Private Placement occurred on April 5, 2004 (the same day
as the closing of the Merger) and the final closing occurred on July 31, 2004.


                                       11
<PAGE>

PLAN OF OPERATION

      Assets; Property Acquisitions and Dispositions. ProUroCare's primary
assets are cash and 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. Neither does the Company anticipate any significant changes in
its number of employees (except as noted below). The Company raised an aggregate
of $4.2 million in the Private Placement, after payment of all associated legal,
accounting and other offering and Merger expenses. Subject to change in the
Company's discretion, the Company intends to apply the proceeds of the Private
Placement substantially as follows:

 Product development                                                 $1,200,000
 Repayment of Line of Credit                                          1,000,000
 Purchase of shares of dissenting shareholders                          750,000
 Satisfaction of liabilities                                            630,000
 Sales and marketing efforts                                            220,000
 General working capital                                                400,000
                                                         -----------------------
                                                                     $4,200,000
                                                         =======================

      As of the date of this report, the Company has completed the above
referenced purchase of shares of shareholders dissenting from the Merger.

      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 for disease screening, diagnosis and nodule detection. We have been
working closely with our development partners, Artann Laboratories and
Minnetronix, who are both experienced and knowledgeable in the development of
medical devices. Based on their judgment of the current status of the
development projects and the estimated amount of work remaining to be done, we
anticipate that we will have pre-clinical prototypes by late November 2004, and
that these prototypes can be refined and made ready for clinical trials by the
first quarter of 2005. We met with the FDA in late 2002, and provided them with
an overview of the Sensor Guided DRE and our initial thoughts on the clinical
protocol to be used. Based on their informal guidance during the meeting, we
have developed a clearly defined plan for our clinical trials. After completing
the required clinical trials and upon advice from our regulatory consultant, we
intend to file a 510(k) application with the FDA for approval of the Sensor
Guided DRE. We estimate that clinical studies should take approximately 45-60
days to complete. Assuming that the results of clinical trials pose no
unanticipated problems, we expect, based on advice from our regulatory
consultant, to have our 510(k) application approved within 90-180 days after its
filing.

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

      Current Operations and Expenses. The Company currently employs only its
three executive officers, and conducts its 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
the Company flexibility in directing its resources toward specific and changing
goals during its development stage. As the Company prepares for the market
launch of its Sensor Guided DRE(TM) product, we do expect to add two to three
employees within the next 12 months.

                                       12
<PAGE>

      The Company incurs 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. The Company's facilities consist of a
month-to-month rental of approximately 2,200 square feet in an office that it
shares with another company. Other expenses incurred include travel, insurance,
telephone, supplies, and other miscellaneous expenses.

      The Company anticipates that it will spend approximately $1.1 million in
marketing and administrative expenses over the next 12 months, including
approximately $825,000 in compensation, benefits, and payroll taxes.

      Three and Nine Months Ended September 30, 2004 vs. 2003. For the three and
nine month periods ended September 30, 2004 the Company recorded general and
administrative costs of $402,509 and $876,373 compared with general and
administrative costs of $342,620 and $1,005,391 in the three and nine month
periods ended September 30, 2003. Compensation costs decreased by approximately
$106,000 and $363,000 in the three and nine month periods compared to the
previous year periods, as no bonus accruals have been recorded in the 2004
period, as no bonus plan has been established for 2004. In addition, a part-time
employee during the 2003 periods was not on the payroll in the 2004 periods.
These decreases were offset by increased professional fees related to SEC
registration and reporting, the settlement with Profile, LLC, and legal
proceedings concerning the separation of employment of a former officer of the
company. Fees for these professional services were approximately $59,000 and
$135,000 for the three and nine month periods ending September 30, 2004 compared
to $22,000 and $66,000 for the year earlier periods. Further offsetting the
decreases was the recording of a $75,000 contingent expense related to the
separation of employment legal proceeding in the three month period ended
September 30, 2004, and new expenses of approximately $34,000 and $54,000 in the
three and nine month periods ending September 30, 2004 related to becoming a
public company upon completion of the Merger.

      For the three and nine month periods ended September 30, 2004 the Company
recorded research and development expense of $332,769 and $354,999 compared to
$0 and $276,197 in the three and nine month periods ended September 30, 2003.
The primary increase was due to amounts paid to Artann Laboratories, Inc. in the
third quarter of 2004 under the terms of two research and development contracts,
including warrants valued at $114,914.

      Interest expense decreased in the quarter ended September 30, 2004
compared to the prior year period from $66,485 to $24,622, primarily due to the
amortization of loan guarantee costs in the 2003 period. Interest expense
increased from $169,009 during the nine month period ended September 30, 2003 to
$469,836 during the nine month period ended September 30, 2004. The increase is
attributable to the issuance of additional warrants valued at $309,794 to loan
guarantors under the terms of price and dilution protection provisions of their
original warrants.

      Research and Development. As part of the Company's settlement agreement
with Profile (discussed in greater detail below), the Company agreed to spend
$1.2 million of the new capital raised under the Private Placement on research
and development and the commercialization of the Sensor Guided DRE(TM). This
expenditure commitment, together with the other provisions of the settlement
agreement, satisfied Profile's contention that we were not in compliance with
the terms of the license agreement between Profile and the Company. There is no
specific timeframe attached to this expenditure commitment.

                                       13
<PAGE>

      The Company anticipates that it will spend a total of approximately $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 Sensor Guided DRE(TM). Of this amount, approximately $380,000 will be
spent developing working pre-clinical prototypes under the terms of development
agreements with Artann Laboratories, and $600,000-$700,000 more will be spent on
manufacturing, engineering, validation and documentation efforts with a
contracted medical-products development company. Clinical trials and the 510(k)
filing with the FDA are expected to cost in the range of $75-150,000. Other
costs, estimated to be in the range of $325,000 and $600,000, are expected to
include market research, reimbursement consulting, regulatory costs and project
management.

      For the Company's thermal therapy products, we expect that research and
development efforts will be funded primarily through a joint development and
marketing arrangement with a thermal therapy company. To date, we have had
discussions with several such thermotherapy system companies, but no agreement
has yet been reached, and there is no assurance an agreement can be reached.

LIQUIDITY AND CAPITAL RESOURCES

      The Company had working capital (deficit) of $393,032 and $(2,077,612) at
September 30, 2004 and December 31, 2003, respectively. Cash used in operations
was $1,425,224 and $647,417 for the nine months ended September 30, 2004 and
2003, respectively, and $3,188,976 for the period from August 17, 1999 (date of
inception) to September 30, 2004. The primary use of cash in the period from
August 17, 1999 (inception) through December 31, 2003 was to fund the Company's
net loss. During the nine month period ended September 30, 2004, in addition to
funding the company's net loss, the Company repaid a $1,000,000 bank line of
credit, and $425,000 plus accrued interest was paid to Profile, Inc. in relation
to a note payable arising from their exercise of dissenter's rights at the time
of the Merger. The Company also repaid loans from Clinical Network, Inc. and CS
Medical Technologies, LLC totaling $24,301 and $26,000, respectively. Common
stock was issued to pay for approximately $77,000 and $193,000 of consulting
services for the nine months ended September 30, 2004 and the period from August
17, 1999 (date of inception) to September 30, 2004, respectively, which also
funded a portion of the Company's operating loss in those periods.

      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. A second payment of $325,000 plus interest of $10,649
was made on July 6, 2004, and a final $325,000 payment plus interest of $5,390
was made on October 4, 2004 under terms of the settlement.

      Pursuant to terms of the Research and Development Agreement with Artann
Laboratories, Inc. and Armen Sarvazyan executed in July, 2004, the Company is
required to pay $250,000 for development services to be rendered over the next
three years, based on achievement of certain performance milestones. An
additional 10% bonus will also be required for completion of certain technology
ahead of pre-established milestone dates. As of September 30, 2004 the Company
had paid $50,000 to Artann Laboratories under the Research and Development
Agreement.

      Pursuant to terms of the Development Agreement for Sensor Guided DRE(TM)
with Artann Laboratories, Inc. and Armen Sarvazyan executed in July, 2004, the
Company is required to pay $180,000 for development services performed over the
five month term of the agreement, of which $140,000 had been paid as of
September 30, 2004.

                                       14
<PAGE>

      Our management believes that we will require additional capital to
continue operations. Management has initiated discussions with various funding
sources (investment bankers, investment funds, and commercial bankers) to secure
the additional capital. No committed sources of capital, such as bank lines of
credit, currently exist. It may be necessary for the Company to establish a
secured line of credit with its commercial bank to provide short-term capital
for operations, until it finalizes a permanent round of financing. If capital
from a line of credit financing is not available, the Company would slow down
its development program and reduce or defer general and administrative expenses,
including officer's salaries, until additional financing was secured. 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
will be sufficient to finance operations into the first quarter of 2005.

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 Our Business


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

      The Company, conducting business through ProUroCare Inc. (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.

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

      We have developed and manufactured approximately three working prototypes
of the Sensor Guided DRE for testing and demonstration purposes. Two working
prototypes and key components of a third Sensor Guided DRE system were assembled
to prove the feasibility of the device, to perform clinical studies, and to
provide a means to test and develop future systems. Nevertheless, 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. 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,
failures to meet FDA requirements or performance objectives, 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 our products will be successfully developed or manufactured. Of
course, our failure to complete the development of products will have materially
adverse effect on our business.

                                       15
<PAGE>

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

      Even if we are able to successfully develop our products, we may not be
able to manufacture such products in commercial quantities and at prices that
will be commercially viable. Further, there is risk that our products may not
prove to be as effective as currently available medical products. 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 materially adverse affect
on our business

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

      Our products, even if successfully developed, will be competing against
existing treatments and competing products in the healthcare marketplace. There
can be no assurance that the market will accept these products.

      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.

      Our ability to develop, manufacture and successfully commercialize our
proposed products depends upon our ability to enter into and maintain
contractual and collaborative arrangements with others. We do not intend to
manufacture any of our proposed products. In this regard, we intend to retain
contract manufacturers. There can be no assurance that such manufacturers 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 such third-party manufacturers that result in
product defects, production delays or the inability to fulfill orders on a
timely basis. If 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 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 negatively affect future product development.

      As noted above, we currently intend to market and commercialize products
manufactured by others, and in connection therewith we will likely be required
to enter into manufacturing, licensing and distribution arrangements with third
parties. These arrangements will likely reduce our product profit margins. 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 and pharmaceutical companies, and research
institutions. These collaborative agreements may require us to pay license fees,
make milestone payments, pay royalties and/or grant rights, including marketing
rights, to one or more parties. Any such arrangement will reduce our profits.
Moreover, these arrangements may contain covenants restricting our product
development or business efforts in the future.


                                       16
<PAGE>

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.

      Finally, we cannot be sure that we will be able to enter into
manufacturing or other collaborative arrangements with third parties on terms
acceptable to us, if at all. If we fail to establish such 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 products. If we
could not find ways of addressing these capital requirements, we would likely be
forced to sell or abandon our business.

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

      We will likely require additional sources of financing before we can
generate revenues needed to sustain operations. In particular, management
believes that the Company's current cash is sufficient to continue operations
only into the first quarter of 2005. Unless significant additional funds are
obtained, the development and introduction of our proposed products will be
delayed. Such additional financing could be sought from a number of sources,
including 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, when needed. Any additional
equity or equity-linked financing would be dilutive to shareholders, and
additional debt financing, if available, may involve restrictive covenants.

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

      The Company (in combination with PUC) has incurred consulting fees equal
to an aggregate of $747,086 between January 1 and October 31, 2004, which
represents a material expenditure in relation to our total operating costs. Of
this amount, $255,028 was incurred for business brokerage services rendered in
connection with the Merger; $312,414 was incurred for research and development
activities; $73,675 was incurred for management and accounting services; $40,590
was incurred for market research services; $41,695 was incurred for
manufacturing and engineering services; $15,000 for medical advisory services;
and $8,684 was incurred for services rendered in connection with regulatory
matters. Furthermore, $217,277 of this amount was paid through the issuance of
securities, including $114,914 by the issuance of warrants to purchase 100,000
shares of the Company's common stock, and $102,363 by the issuance of 550,000
shares of common stock. The Company also paid $88,882 of accrued financing
charges by issuing 44,441 shares of common stock to a contractor. In addition to
the above expenses, the Company (in combination with PUC) issued warrants to
purchase an aggregate of 300,000 shares of common stock to a consultant for
business brokerage services rendered in connection with the Merger.

      The Company expects to continue to materially rely on consultants and
contractors to perform a significant amount of research and development,
pre-manufacturing, and marketing activities. Expenses for these activities are
anticipated to be approximately $1.0 to 1.2 million during the next twelve
months. The Company currently has no plans or commitments (other than the Artann
warrants discussed below) to issue securities in partial satisfaction of such
expenses, but may nonetheless choose to do so in the future. Any such issuance
could be dilutive to shareholders.

      Under the terms of a research and development agreement with Artann
Laboratories, Inc., the Company is committed to issue warrants for up to an
additional 400,000 shares of common stock over the next two years at $2.00 per
share or current market price, whichever is lower.

                                       17
<PAGE>

The resale of shares to be registered by the Company could in the fourth quarter
of 2004 adversely affect the market price of our common stock in the public
market, and thereby negatively affect the Company's ability to raise additional
equity capital.

      The sale, or availability for sale, of common stock in the public market
pursuant to an SB-2 registration statement to be filed by the Company in the
fourth quarter of 2004 may adversely affect the prevailing market price of our
common stock and may impair the Company's ability to raise additional capital by
the sale of its equity securities. Once effective, the registration statement
will register the resale of a significant number of shares of our common stock.
In fact, the registration statement will make publicly available for resale an
additional 13,972,934 shares of our common stock, assuming the issuance of all
shares of common stock issuable upon exercise of warrants. This figure
represents nearly 90% of all shares of our common stock available in the public
market after the effectiveness of the registration statement.

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

      The proposed products we intend to develop, assemble and market are
subject to regulations by the United States Food and Drug Association (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 bodies. Further, even
if acceptable, we may encounter significant delays which will materially and
adversely affect our business plan.

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, 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.

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.


Our officers and directors collectively possess beneficial ownership of
4,119,290 shares of our common stock, which represents approximately 28.6% of
the voting power of our common stock. This represents a significant portion of
the voting power of the Company's shareholders. As a result, our directors and
officers will have the ability to substantially (but not wholly) control our
management and affairs through the election and removal of our entire board of
directors, and all other matters requiring shareholder approval, including the
future merger, consolidation or sale of all or substantially all of our assets.
This concentrated control could discourage others from initiating any potential
merger, takeover or other change-of-control transaction that may otherwise be
beneficial to our shareholders. As a result, the return on an investment in our
common stock through the market price of our common stock or ultimate sale of
our business could be adversely affected.

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

      We have exclusively licensed from third parties intellectual properties
covered by patents and patent applications. Although we have been advised by
patent counsel that such licensed technologies have received protection in
proposed major market areas, no assurance can be given that such protections
will be properly maintained by the parties controlling such intellectual
properties. The intellectual properties licensed from third parties includes
technology that is critical to our proposed products. If the parties controlling
such intellectual property do not properly maintain or defend such intellectual
property, we may not be able to maintain the technological (and thereby
competitive) edge we believe we possess. Any such loss of intellectual-property
protections would likely have a materially adverse effect on the Company and its
business.

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

      The agreements pursuant to which we license critical intellectual
properties are not irrevocable. If we should lose our right to license and use
any technology covered by our licenses, such loss would have a materially
adverse effect on the Company and its business. In such a case, the viability of
the Company's business would be in question. Our only alternatives would be to
find existing and non-infringing technology to replace that lost (if any
exists), or develop new technology ourselves. The pursuit of any such
alternative would likely cause significant delay in the development and
introduction of our proposed products.

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<PAGE>

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

      We own and, as noted above, license from third parties various
intellectual properties. No assurance can be given that any
intellectual-property claims will not be successfully challenged by third
parties. Any challenge to our intellectual property, regardless of merit, would
likely involve costly litigation which would materially and adversely affect the
Company. Moreover, if a challenge were successful, it is possible that the
viability of the Company's business would be in question. If a successful
challenge were made to intellectual property that is critical to our proposed
products, the pursuit of any such alternative would likely cause significant
delay in the development and introduction of such products.

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

      The urologic-products markets are extremely competitive and subject to
rapid technological advances. The discovery of new technologies and advances in
the application of such technologies to the medical marketplace in general, and
the market for urologic products in particular, may render our products obsolete
or non-competitive. Any such changes and advances could force us to abandon our
currently proposed products, which would have a material and adverse effect on
the Company and its business.

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

      The urology-imaging and therapeutic businesses and the healthcare business
in general, are extremely competitive. We have experienced, and expect to
continue experiencing significant competition in the marketplace. Although we
believe we may have a proprietary niche in the prostate-imaging and
prostate-therapeutic marketplaces, many factors beyond our control, including
government regulation, will likely encourage new competitors. In particular,
several large companies will compete with us in the prostate-imaging and
prostate-therapeutic business. 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.

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

      The Company does not currently receive reimbursement from any party for
the use of Company products because there are no products fully developed and
used in the marketplace. Nevertheless, we are working to formulate the
appropriate approach to obtaining government and third-party reimbursement for
the use of our products. ProUroCare expects it can utilize existing CPT codes to
receive limited reimbursement for the use of 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. Importantly, there
are no assurances that such reimbursement will ever be obtained.

      Each procedure performed by a physician is assigned a specific "Current
Procedural Terminology" (CPT) code. When a procedure is performed, the physician
must use the CPT code when billing third-party payers such as insurance
companies or the government. The amount of reimbursement the physician receives
depends on the relative value assigned to the procedure by the third-party payer
via the CPT coding. When a new product or procedure is introduced, it must be
submitted to the American Medical Association's (AMA) CPT Editorial Panel, who
determines if an existing code should be used, or if a new code should be
issued. However, before reaching the Editorial Panel, it must first be screened
by the CPT Advisory Committee and the appropriate national medical specialty
society seated in the AMA House of Delegates (for prostate-related procedures,
this is the American Urology Association, or AUA). The process of obtaining a
new CPT code can take from one to three years.

                                       19
<PAGE>

      In the case of the Sensor Guided DRE diagnostic product, we will approach
the AUA and request that our procedure initially be covered under the same
reimbursement code under which the digital rectal exam is covered, which is
currently reimbursed as part of what is referred to as Evaluation and Management
(E&M). The E&M procedure is reimbursed at various price ranges depending on the
time spent with the doctor ($35-$162 per visit). We may determine that it would
be advantageous for us to seek our own CPT code for the procedure. There is no
assurance that we will be successful in obtaining a unique CPT code for use of
the Sensor Guided DRE.

      The Company's therapeutic products are anticipated to be "add-on"
enhancements to existing thermal therapy systems. We anticipate that these
products will be sold to thermal therapy companies and not directly to the
medical service provider. Although the thermal therapy procedures that utilize
the equipment provided by these established thermal therapy companies have
established CPT codes, the Company's future revenues are not directly related to
or dependent upon the amount of reimbursement received by the medical service
provider. The Company's ability to sell its products to thermal therapy
companies is not dependent upon the establishment of new CPT codes.
Nevertheless, if reimbursement allowances for the existing CPT codes for thermal
therapy procedures were significantly reduced, it may affect our ability to sell
our products for a reasonable price.

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 analyst and the media coverage of our Company.
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.

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

      Since the Merger, there has been very little trading activity in our
common stock. Over the past three months, the average daily trading volume (as
reported by BigCharts.com and Yahoo Finance) has been under 5,000 shares. The
relatively small trading volume will likely make it difficult for our
shareholders to sell their shares as and when they choose. Furthermore, small
trading volumes generally depress market prices. As a result, you may not always
be able to resell shares of our common stock publicly at the time and prices
that you feel are fair or appropriate.

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

      Our common stock is a "penny stock" and is therefore subject to the
requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under this
Rule, broker-dealers who sell penny stocks must provide purchasers of these
stocks with a standardized risk-disclosure document prepared by the SEC.

      The penny-stock rules severely limit the liquidity of securities in the
secondary market, and many brokers choose not to participate in penny-stock
transactions. As a result, there is generally less trading in penny stocks. If
you become a holder of our common stock, you may not always be able to resell
shares of our common stock publicly at the time and prices that you feel are
fair or appropriate. Under applicable regulations, our common stock will
generally remain a "penny stock" until and for such time as its per-share price
is $5.00 or more (as determined in accordance with SEC regulations), or until
meet certain net asset or revenue thresholds. These thresholds include the
possession of net tangible assets (i.e., total assets less intangible assets and
liabilities) in excess of $2,000,000 in the event we have been operating for at
least three years or $5,000,000 in the event we have been operating for fewer
than three years, and the recognition of average revenues equal to at least
$6,000,000 for each of the last three years. We do not anticipate meeting any of
the thresholds in the foreseeable future.

                                       20
<PAGE>

      The penny-stock rules severely limit the liquidity of securities in the
secondary market, and many brokers choose not to participate in penny-stock
transactions. As a result, there is generally less trading in penny stocks. If
you become a holder of our common stock, you may not always be able to resell
shares of our common stock publicly at the time and prices that you feel are
fair or appropriate.



The Company's ability to use operating loss carryforwards from ProUroCare Inc.
may be limited.

      ProUroCare Inc. generated federal and state net operating losses of
approximately $2.9 million which, if not used, will begin to expire in 2021. The
change in the ownership of ProUroCare Inc. pursuant to the Merger and Private
Placement was approximately 31%, which is less than the 50% threshold
established under IRS rules that trigger limitations on the ability to use these
loss carryforwards. However, future changes in ownership of ProUroCare Medical
Inc. in the 36-month period following the Merger, if any, would be combined with
the change in ownership pursuant to the Merger in determining if the 50%
threshold is exceeded, and thus such changes could limit our ability to use
these net operating loss carryforwards.

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

      The manufacture and sale of medical products and the conduct of clinical
trials using new technology involve the risk of product-liability claims. There
can be no assurance that our insurance coverage limits will be adequate to
protect us from any liabilities which we might incur in connection with the
clinical trials or the commercialization of any of our products.
Product-liability insurance is expensive and in the future may not be available
on acceptable terms, if at all. A successful product-liability claim or series
of claims brought against us in excess of our insurance coverage would have a
materially adverse effect on our business, financial condition and results of
operations. In addition, any claims, even if not ultimately successful, could
adversely affect the marketplace's acceptance of our products.

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

      We have never paid dividends on our capital stock and do not anticipate
paying any dividends for the foreseeable future.

Going Concern

      The Company has incurred operating losses, accumulated deficit, and
negative cash flow from operations since its inception. As of September 30, 2004
we had an accumulated deficit of $7,546,000. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The
accompanying consolidated financial statements do not include any adjustments
related to recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should we be unable
to continue as a going concern.


                                       21
<PAGE>

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.


                                       22
<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 September
30, 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.


                                       23
<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 litigation
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. During the three and nine month periods ended September 30, 2004 the
Company recorded a reserve provision of $75,000 as a contingent liability
related to this lawsuit.

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

      In July, 2004 the Company issued warrants to purchase 100,000 shares of
common stock pursuant to a research and development agreement. The warrants have
a five-year term and are exercisable at $2.00 per share.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         10.1     Minnetronix Agreement and Promissory Note
         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

         None.


                                       24

<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:  November 15, 2004          By:     /s/ Michael P. Grossman
                                         ---------------------------------------
                                  Name:  Michael P. Grossman
                                  Title:  President and Chief Executive Officer

Date:  November 15, 2004          By:     /s/ Richard Thon
                                         ---------------------------------------
                                  Name:  Richard Thon
                                  Title:  Chief Financial Officer

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