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

                                  FORM 10-QSB/A

[ X ]            Quarterly Report pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 For the quarterly period ended
                 March 31, 2004

[   ]            Transition Report pursuant to 13 or 15(d) of the Securities
                 Exchange Act of 1934 For the transition period ____________
                 to ____________

                        Commission File Number 000-49735

                ________________________________________________

                           INTRAOP MEDICAL CORPORATION
                ________________________________________________
        (Exact name of Small Business Issuer as specified in its charter)


       Nevada                                            87-0642947
--------------------------------------        ---------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)

    7408 Comstock Circle
    Salt Lake City, Utah                                    84121

      Mailing Address
      ---------------
       P.O. Box 9301
     Salt Lake City, Utah                                   84109
---------------------------------------       ---------------------------------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including
 area code:  801-943-2345
                  ________________________________________________

                           (DIGITALPREVIEWS.COM, INC.)
                ________________________________________________
              (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 Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 20,284,000 Shares of $0.001 par
value Common Stock outstanding as of the date of this filing.

                                       1
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB/A and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended March 31, 2004 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2004.

                                       2
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                 MARCH 31, 2004


                                TABLE OF CONTENTS


                                                                 Page Number
                                                                 ------------
Financial Statements:

    Unaudited Condensed Consolidated Balance Sheet, March 31,
    2004 and 2003                                                      4

    Unaudited Condensed Consolidated Statements of Operations,
    for the three months ended March 31, 2004 and 2003, and for
    the period from inception on  November 5, 1999 through
    March 31, 2004                                                     5

    Unaudited Condensed Consolidated Statements of Stockholders'
    Equity, for the period from inception on November 5, 1999
    through March 31, 2004                                             6

    Unaudited Condensed Consolidated Statements of Cash Flows,
    for the three months ended March 31, 2004 and 2003, and for
    the period from inception on November 5, 1999 through
    March 31, 2004                                                     8

    Notes to the Financial  Statements                                 9


                                       3
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET




ASSETS                                   March 31, 2004         March 31, 2003
  Current Assets
    Cash in bank                        $        72               $     3,719
                                        -----------               -----------
      Total Current Assets                       72                     3,719

  Other Assets
      Deferred Stock Offering Costs               -                    24,742
                                        -----------               -----------
  Total Other Assets                             72                    24,742


        TOTAL ASSETS                    $        72               $    28,461
                                        ===========               ===========

LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                    $    20,721               $    31,310
    Note payable - shareholder                5,000                     5,000
                                        -----------               -----------
      Total Liabilities                      25,721                    36,310
  Stockholders' Equity
    Preferred stock, $.001 par value,
    5,000,000 shares                              -                         -
    authorized, no share issued
    and outstanding
    Common stock, $.001 par value,
    50,000,000 shares                        22,284                    22,284
    authorized, 22,284,000 shares
    issued and outstanding
    Capital in excess of par value           59,161                    20,416
    Deficit accumulated during the
    development stage                      (107,094)                  (50,549)
                                        -----------                ----------
      Total Stockholders' Equity            (25,649)                   (7,849)
        TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY            $        72               $    28,461
                                        ===========               ===========

   The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>
                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                             November 5, 1999
                                              For the three months    For the three months   (date of inception) to
                                              ended March 31, 2004    ended March 31, 2003   March 31, 2004
<S>                                             <C>                      <C>                    <C>
Revenue                                         $           -            $           -          $           -
Expenses
  General and Administrative                           20,742                        -                107,094
Net (loss) before income taxes                        (20,742)                       -               (107,094)
Current Tax Expense                                         -                        -                      -
Deferred Tax Expense                                        -                        -                      -
    Net (loss)                                  $     (20,742)           $           -          $    (107,094)
Loss Per Common Share                                    (.00)                    (.00)                  (.00)


</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                                                          Page 5

<PAGE>
<TABLE>

<CAPTION>
                                              INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                                                     (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2004

                                   Preferred       Preferred           Common           Common         Capital in
                                     Stock           Stock             Stock             Stock          Excess of       Accumulated
                                    Shares           Amount            Shares           Amount          Par Value        (Deficit)
                                ---------------- ---------------  ----------------- ---------------- ---------------- --------------
<S>                                    <C>             <C>              <C>               <C>              <C>              <C>

Balance,
November 5, 1999                      -                $    -            -              $   -             $  -          $     -

Issuance of 20,000,000
shares of common
Stock for cash at $.005
per share, December 1999
                                      -                     -         20,000,000        20,000           (15,000)             -

Issuance of 1,000,000 shares
of common stock for cash
at $.05 per share,
December 1999
                                      -                     -          1,000,000         1,000            1,500                -

Net (loss) for period                 -                     -               -                -                -              (8,589)
------------------------------------------------------------------------------------------------------------------------------------

Balance,
 December 31, 1999
                                      -                     -         21,000,000        21,000           (13,500)            (8,589)

Issuance of 1,200,000 shares
of common stock for stock
per reorganization
agreement, May 2000
                                      -                     -          1,200,000         1,200             29,800               -

Net (loss) for period                 -                     -               -                -                  -           (29,239)
------------------------------------------------------------------------------------------------------------------------------------

Balance,
 December 31, 2000
                                     -                      -         22,200,000        22,200            16,300            (37,828)

Net (loss) for period                -                      -               -                -                -              (5,398)
------------------------------------------------------------------------------------------------------------------------------------


Balance,
 December 31, 2001                   -                       -        22,200,000        22,200           16,300             (43,226)
</TABLE>


     The accompanying notes are an integral part of these financial statements.

                                                                          Page 6
<PAGE>


<TABLE>

<CAPTION>
                                              INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                                                     (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH MARCH 31, 2004


                                     Preferred      Preferred         Common            Common        Capital in
                                       Stock          Stock            Stock            Stock          Excess of       Accumulated
                                      Shares         Amount           Shares            Amount         Par Value        (Deficit)
<S>                                     <C>            <C>              <C>             <C>              <C>               <C>

Issuance of 84,000 shares
of common stock for cash
At $.001 per share, May 2002            -              -              84,000             84              4,116                  -

Net (loss) for period                   -              -              -                  -               -                   (7,323)
------------------------------------------------------------------------------------------------------------------------------------

Balance,
 December 31, 2002                      -              -           22,284,000        22,284              20,416             (50,549)

Net (loss) for period                   -              -              -                  -               -                      -
------------------------------------------------------------------------------------------------------------------------------------

Balance,
 March 31, 2003                         -              -            22,284,000       22,284               20,416            (50,549)

Capital contributed by
Shareholder                             -              -              -                  -                38,745                -

Net (loss) for period                   -              -              -                  -                    -             (35,803)
------------------------------------------------------------------------------------------------------------------------------------

Balance,
December 31, 2003                       -          $   -            22,284,000  $     22,284        $     59,161       $    (86,352)

Net (loss) for period                   -              -              -                  -                    -             (20,742)

------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004                 -          $   -            22,284,000  $     22,284        $     59,161      $    (107,094)

====================================================================================================================================

------------------------------------------------------------------------------------------------------------------------------------

Note: Statement of Shareholder's Equity has been restated to retroactively give effect to a 20:1 forward stock split which occurred
on October 1, 2003.

</TABLE>

                                                                          Page 7
<PAGE>

<TABLE>



<CAPTION>
                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         NET INCREASE (DECREASE) IN CASH


                                                                For the three             For the three            November 5, 1999
                                                                 months ended              months ended          (date of inception)
                                                                March 31, 2004            March 31, 2003          to March 31, 2004
                                                                --------------            --------------          ------------------
<S>                                                                     <C>                       <C>                     <C>
Cash Flows Provided by  Operating Activities:
  Net Loss                                                   $          (20,742)       $                -        $         (107,094)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
    Bad debt expense                                                          -                         -                    15,000
  Changes in assets and liabilities:
    Accounts payable                                                     20,721                         -                    20,721
    Note payable - shareholder                                                -                         -                     5,000
                                                                ----------------         ----------------          -----------------
  Net Cash Provided (Used) by Operating Activities                          (21)                        -                   (66,373)

Cash Flows Provided by Investing Activities
  Payment for note receivable
                                                                              -                         -                   (15,000)
                                                                ----------------         ----------------          -----------------
    Net Cash Provided (Used) by Investing Activities                          -                         -                   (15,000)


Cash Flows Provided by Financing Activities
  Capital Contribution by Shareholders                                        -                         -                    38,745
  Proceeds from issuance of common stock                                      -                         -                    42,700
  Payments for stock offering costs                                           -                         -                         -

                                                                ----------------         ----------------          -----------------
    Net Cash Provided (Used) by Financing Activities                          -                         -                    81,445
    Net Increase (Decrease) in Cash                                         (21)                        -                        72
    Cash at Beginning of Period                                              93                     3,719                         -

                                                                ----------------         ----------------          -----------------
    Cash at End of Period                                    $               72        $            3,719        $               72

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
  Interest                                                   $                -        $                -        $                -
  Income taxes                                               $                -        $                -        $                -

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                                                          Page 8
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The interim financial statements of Intraop Medical
Corporation for the three months ended March 31, 2004 and 2003 are not audited.
The financial statements are prepared in accordance with the requirements for
unaudited interim financial statements, and consequently do not include all
disclosures required to be in conformity with accounting principles generally
accepted in the United States of America.

In the opinion of management, the accompanying financial statements contain
all adjustments, consisting only of normal recurring accruals, necessary for a
fair presentation of the Company's financial position as of March 31, 2004 and
2003.

Organization - The Company was organized under the laws of the State of
Nevada on November 5, 1999 under the name DigitalPreviews.com ("Parent").
Dialaclass.com, Inc. ("Subsidiary") was organized under the laws of the State of
Nevada on March 26, 1999.

On October 1, 2003, the Company spun-off its wholly-owned subsidiary,
Dialaclass.com, Inc., to its shareholders of record by dividending to such
shareholders all of the shares of Dialaclass.com, Inc. Dialaclass.com, Inc. had
had no operations or assets from the date of inception to the time of the
spin-off. There were no costs associated with the formation of Dialaclass.com,
Inc., and at the time of the spin-off the shares of Dialaclass.com, Inc. had no
value.

On January 21, 2004, the Company filed a Certificate of Amendment with the
Secretary of State of Nevada to change the name of the Company from
DigitalPreviews.com, Inc. to Intraop Medical Corporation. The Company has been
seeking viable business opportunities but has not commenced operations as of
March 31, 2004. The Company has not yet generated any revenues from its planned
principal operations and is considered a development stage company as defined in
Statement of Financial Accounting Standards No. 7. The Company has, at the
present time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.

Consolidation - The consolidated financial statements include the accounts
of Parent and the wholly owned Subsidiary. All significant intercompany
transactions have been eliminated in consolidation.

Stock Offering Costs - Costs related to proposed stock offerings are
deferred until the offering is completed and are offset against the proceeds of
the offering as a reduction to capital in excess of par value. In the event a
stock offering is unsuccessful, the costs related to the offering will be
written-off directly to expense.

Revenue Recognition - The Company has not yet generated any revenue. The
Company will recognize revenue when income is earned.

Interest Income - The Company recognizes interest income on impaired loans
in the period when payment is received.

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

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per Share."

Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.

Accounting Estimates - The preparation of consolidated financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amount of revenues and
expenses during the reported period. Actual results could differ from those
estimated.

                                                                          Page 9
<PAGE>

NOTE 2 - BUSINESS REORGANIZATION

On May 1, 2000 the Company entered into an Agreement and Plan of
Reorganization wherein Parent acquired all the issued and outstanding shares of
common stock of Subsidiary in a stock for stock exchange. Parent issued
1,200,000 shares of common stock in the exchange. Parent and Subsidiary had
similar ownership at the time of reorganization and were considered to be
entities under common control. Accordingly, the reorganization has been recorded
in a manner similar to a pooling of interest. The results of operations of
Subsidiary have been included in the consolidated financial statements since the
date of inception of Subsidiary.

NOTE 3 - IMPAIRED NOTE RECEIVABLE

On August 18, 2000 the Company signed a 30-day note receivable with
Thinmillionaire.com, Inc. The Company loaned $15,000 to Thinmillionaire.com,
Inc. at 10% interest per annum. As an incentive, Thinmillionaire.com, Inc.
agreed to issue 3,000 shares of common stock to the Company.

Thinmillionaire.com, Inc. defaulted on the note and a new note was signed
on January 5, 2001 for the outstanding principal and accrued interest for a
total of $15,579. The new note was due June 5, 2001 and accrued interest at 10%
per annum. As an incentive, Thinmillionaire.com, Inc. agreed to issue 6,000
shares of common stock to the Company.

Thinmillionaire.com, Inc. defaulted on the new note receivable.

Thinmillionaire.com, Inc. does not currently have the resources to repay
the note and the note receivable is considered impaired. Although the Company
intends to continue its efforts to collect the impaired note receivable, an
allowance for doubtful accounts has been accrued for the amount of the impaired
note receivable and no interest income has been recognized. A bad debt expense
of $15,000 was recorded as part of general and administrative expense in
December 2000. A summary of the impaired note receivable is as follows:

December 31, 2003
-----------------

        Note Receivable                                     $     15,000
        Less:  Allowance for Doubtful Account                    (15,000)
                                                            ------------
                                                            $         -

NOTE 4 - MANUSCRIPT AND TRANSCRIPTS

The Company paid $14,831 from January through December 2002 to consultants
to prepare a manuscript about online investing with accompanying transcripts for
audiotapes and a handbook. The costs of the manuscript and transcripts are
considered research and are included in general and administrative expense.

NOTE 5 - CAPITAL STOCK

Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, which such rights, preferences and designations and to
be issued in such series as determined by the Board of Directors. No shares are
issued and outstanding at March 31, 2004.

Common Stock - On September 25, 2003 the shareholders of the Company voted
to effect a 20 for 1 forward split of the Company's outstanding common stock
effective October 1, 2003. The number of shares of outstanding common stock was
increased from 1,114,200 shares to 22,284,000 shares of common stock as a result
of this forward split. The financial statements and all share amounts contained
herein have been restated retroactively to the date of inception to give effect
to the stock split.

During December 1999, in connection with its organization, the Company
issued 20,000,000 shares of its previously authorized, but unissued common
stock.. The shares were issued for cash in the amount of $5,000 (or $.005 per
share).

During December 1999, the Company issued 1,000,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash in the
amount of $2,500 (or $.05 per share).

                                                                         Page 10
<PAGE>

During May 2000, in connection with the business reorganization, Parent
issued 1,200,000 shares of common stock in exchange for 60,000 shares of
Subsidiary common stock.

During May 2002, the Company issued 84,000 shares of its previously
authorized but unissued common stock. The shares were issued for cash in the
amount of $4,200 (or $1.00 per share).

     In December of 2003 a shareholder contributed $38,745 for payment of
accounts payable and operating expenses. The shareholder received no common
stock for this capital contribution.

NOTE 6 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." SFAS No.
109 requires the Company to provide a net deferred tax asset/liability equal to
the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or tax
credit carry forwards.

The Company has available at March 31, 2004, unused operating loss carry
forwards of $107,094. The amount of and ultimate realization of the benefits
from the operating loss carry forwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earnings of the Company, and other
future events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carry forwards, the Company
has established a valuation allowance equal to the tax effect of the loss carry
forwards and, therefore, no deferred tax asset has been recognized for the loss
carry forwards.

NOTE 7 - RELATED PARTY TRANSACTIONS

Management Compensation - As of March 31, 2004, the Company has not paid
any compensation to any officer or director of the Company

Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his office as
a mailing address, as needed. The cost is minimal and has not been recorded as a
expense of the Company.

NOTE 8 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principals, which contemplate
continuation of the Company as a going concern. However, the Company has
incurred losses since its inception and has not yet been successful in
establishing profitable operations. Further, the Company has current liabilities
in excess of current assets. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise the necessary additional funds not provided by
operations through loans or through additional sales of their common stock.
There is no assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

                                                                         Page 11
<PAGE>

NOTE 9 - LOSS PER SHARE

<TABLE>

<CAPTION>
The following data shows the amounts used in computing loss per share:

                                                                                            November 5, 1999
                                                       For the quarter    For the quarter       (date of
                                                            ended              ended          inception) to
                                                       March 31, 2004     March 31, 2003     March 31, 2004
                                                     --------------------                  --------------------
<S>                                                          <C>                  <C>              <C>
Loss from Continuing operations available
   to common shareholders (numerator)                     $                  $      -        $
                                                            (20,742)                              (107,094)

Weighted average of common shares
   outstanding used in loss per share for the
   period ( denominator)                                  22,284,000           22,284,000       22,122,730

</TABLE>

Dilutive loss per share was not presented as the Company had no common
stock equivalent shares for all period presented that would affect the
computation of diluted loss per share.

NOTE 10 - MERGER AGREEMENT

On October 3, 2003 certain of the Company's shareholders agreed to sell to
Peyton, Chandler & Sullivan, Inc. (PCS) and its assigns 2,264,735 shares of the
Company's common stock representing approximately ten (10%) percent of the
Company's common stock. On December 15, 2003, the Company signed a non-binding
letter of intent to acquire substantially all of the assets of Intraop Medical,
Inc. and assume certain liabilities and obligations of that Company. Both
parties agreed to negotiate a definitive written agreement providing for an
acquisition or merger between the companies. However, the letter of intent
specifies that the parties have no obligation to consummate a purchase or merger
until the definitive written agreement is accepted by both companies. Intraop
Medical, Inc. manufactures and sells specialized medical equipment.

On February 24, 2004, the Company signed a definitive agreement and plan of
reorganization (the "Merger Agreement") with Intraop Medical, Inc., a
privately-held Delaware corporation (the "Target") under which the Target would
be merged with and into the Company in a tax-free exchange of stock. Under the
Merger Agreement, the Company would issue one share of its common stock in
exchange for each share of the Target outstanding on the closing date of the
proposed merger. All of the Target's obligations under its outstanding options,
warrants, and convertible securities would be assumed by the Company. The
closing of this merger is dependent upon a number of conditions, including the
approval of both the Company's and the Target's stockholders, the satisfaction
by the Target of its due diligence investigation of the Company and the
satisfaction of customary closing conditions contained in the Merger Agreement.

NOTE 11 - SUBSEQUENT EVENT

     On June 29, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to July 31, 2004 the date after which, should the merger not
be complete, either party may terminate the merger.

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

                    FORWARD LOOKING AND CAUTIONARY STATEMENTS

     Except for the historical information and discussions contained herein,
statements contained in this Form 10-QSB/A may constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, including the
company's ability to

                                                                         Page 12
<PAGE>

raise operating capital through the sale of equity securities; to
successfully launch its products into the market and other risks, uncertainties
and factors discussed elsewhere in this Form 10-QSB/A or in the Company's other
filings with the Securities and Exchange Commission.

                                PLAN OF OPERATION

In September 2003, the Company, in anticipation of negotiating a potential
merger with an operating company, formally abandoned its consulting and seminar
business plans. On September 25, 2003 the shareholders of the Company voted to
effect a 20 for 1 forward split of the Company's outstanding common stock
effective October 1, 2003. On October 3, 2003 certain of the Company's
stockholders agreed to sell to Peyton, Chandler & Sullivan, Inc. ("PCS") and its
assigns 2,264,735 shares of the Company's Common Stock representing
approximately 10% of the Company's outstanding Common Stock. On December 15,
2003, the Company entered into a non-binding letter of intent to merge with
Intraop Medical, Inc., a privately-held Delaware corporation (the "Target"). On
February 24, 2004, the Company signed a definitive agreement and plan of
reorganization with the Target. The Merger is subject to a number of important
conditions, including the approval of both the Company's stockholders and the
Target's stockholders, the satisfaction by the Target of its due diligence
investigation of the Company and the satisfaction of customary closing
conditions contained in the Merger Agreement. If all such conditions are met or
waived and based on reasonable assumptions on the timing of the stockholders
approval, the Merger is expected to be completed no later than August 15, 2004,
but the Merger Agreement does not automatically expire if the Merger is not
consummated by such date. There are no assurances that the Merger will occur by
then or at all. If the Merger is not completed by July 31, 2004, either the
Target or the Company may terminate the Merger.

If the Merger is completed the business of the Company would be the
business of the Target. It is expected that before or after completion of the
Merger the Company may seek additional equity investment, resulting in further
dilution to current stockholders.

In the event the Merger is not completed, the Company may seek another
merger partner. The Company may not have the resources to operate a business
without acquiring one by way of merger.

Item 3.  Controls And Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. David Shamy. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not a party to any material legal proceedings and to our
knowledge, no such proceedings are threatened or contemplated.

Item 2.  Changes in Securities

The Company did not complete any sales of our securities during the fiscal
quarter ended March 31, 2004.

Item 3.  Defaults upon Senior Securities

                                                                         Page 13
<PAGE>

None.

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

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K.

                                    EXHIBITS

Exhibit
Number                              Description
------      --------------------------------------------------------------------
2.1          Agreement and Plan of Reorganization by and among Intraop Medical
             Corporation and Intraop Medical, Inc., dated February 24, 2004 (1).
2.2          Amendment to Agreement and Plan of Reorganization dated June 29,
             2004 (2)
10.1         Manufacturing Services Agreement dated September 5, 2002 by and
             between Intraop Medical, Inc. and CDS Group Corporation (3)
31.1         Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1         Certification of Chief Executive Officer and Chief Financial
             Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (1)  Previously filed as an exhibit to the Company's 8-K report filed on
          February 25, 2004.
     (2)  Previously filed as an exhibit to the Company's 8-K report filed on
          June 30, 2004
     (3)  Portions omitted pursuant to a request for confidential treatment

REPORTS ON FORM 8-K

(1) On January 8, 2004, the Company filed a Current Report on Form 8-K
dated December 30, 2003, reporting the following items:

     i) On December 15, 2003, the Company entered into a non-binding letter of
intent ("LOI") with Intraop Medical, Inc. by which Intraop Medical, Inc. would
sell, merge, consolidate, or otherwise transfer all of its assets, liabilities
and business operations to the Company. The 8-K Report indicated that the LOI
was subject to the completion of a definitive merger agreement and shareholder
approval.

     ii) On December 30, 2003, a Certificate of Amendment was filed with the
state of Nevada to change the name of the Company to Intraop Medical
Corporation.

(2) On April 1, 2004, the Company filed a Current Report on Form 8-K,
reporting the following:

     i) On February 24, 2004, the Company signed a definitive agreement and plan
of reorganization (the "Merger Agreement") with Intraop Medical, Inc., a
privately-held Delaware corporation (the "Target") under which the Target would
be merged with and into the Company in a tax-free exchange of stock. Under the
Merger Agreement, the Company would issue one share of its common stock in
exchange for each share of the Target outstanding on the closing date of the
proposed merger. All of the Target's obligations under its outstanding options,
warrants, and convertible securities would be assumed by the Company. The
closing of this merger is dependent upon a number of conditions, including the
approval of both the Company's and the Target's stockholders, the satisfaction
by the Target of its due diligence investigation of the Company and the
satisfaction of customary closing conditions contained in the Merger Agreement.

     ii) its proposed Merger Target, Intraop Medical, Inc. has closed a loan
transaction with an institutional investor which, after fees, expenses and
pre-paid interest, nets to Intraop Medical, Inc. approximately $2 million. The
loan is for a one year period, with an optional one year extension subject to
payment of an additional fee and the lender has received a security interest in
all of Intraop

                                                                         Page 14
<PAGE>

Medical, Inc.'s assets and 2,400,000 shares of common stock of Intraop
Medical, Inc. solely for the purpose of securing the loan.

(3) On June 29, 2004, the Company filed a Current Report on Form 8-K,
reporting that the Company and its proposed Merger Target, Intraop Medical Inc.,
amended their "Amendment to Agreement and Plan of Reorganization By And Among
Intraop Medical Incorporated and Intraop Medical Corporation" to extend to July
31, 2004 the date after which, should the merger not be complete, either party
may terminate the merger.

                                                                         Page 15
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                           INTRAOP MEDICAL CORPORATION

                           Date:  September  10, 2004

                           By:    /s/   David Shamy
                                    David Shamy
                                    Principal Executive Officer
                                    Principal Financial Officer
                                    Chief Accounting Officer






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