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
<TABLE>
<CAPTION>
                                                                                               Page Number
                                                                                               ------------
<S>                                                                                                 <C>
Financial Statements:

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

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

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

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

Notes to the Financial  Statements                                                                    9
</TABLE>



                                       3


<PAGE>



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



<TABLE>
<CAPTION>
                                                             March 31, 2004     March 31, 2003
                                                             --------------     ---------------
ASSETS
  Current Assets
<S>                                                         <C>                 <C>
    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
                                                             ==============     ===============
</TABLE>


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


                                       4
<PAGE>



                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                 For the                       For the                   November 5, 1999
                                               three months                 three months                (date of inception)
                                               ended March 31,              ended March 31,                to March 31,
                                                    2004                         2003                           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.

                                       5

<PAGE>



                   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



<TABLE>
<CAPTION>

                              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.


                                       6

<PAGE>



                   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


<TABLE>
<CAPTION>

                               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)
=================================================================================================================
</TABLE>




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.

                                       7
<PAGE>



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



<TABLE>
<CAPTION>
                                                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
                                               ------------------        -----------------       -------------------
Cash Flows Provided by  Operating
Activities:
<S>                                            <C>                       <C>                     <C>
  Net Loss                                     $           (1,213)       $              --       $          (51,762)
  Adjustments to reconcile net loss to
    net cash used by operating
    activities:
    Bad debt expense                                           --                       --                   15,000
  Changes in assets and liabilities:
    Accounts payable                                           --                       --                   31,310
    Note payable - shareholder                                 --                       --                    5,000
                                               ------------------        -----------------       -------------------
  Net Cash Provided (Used) by Operating
    Activities                                             (1,213)                      --                     (452)
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
  Proceeds from issuance of common stock                       --                       --                   42,700
  Payments for stock offering costs                            --                       --                  (24,742)
                                               ------------------        -----------------       -------------------
    Net Cash Provided (Used) by
      Financing Activities                                     --                       --                   17,958
    Net Increase (Decrease) in Cash                        (1,213)                      --                    2,506
    Cash at Beginning of Period                             3,719                    3,719                       --
                                               ------------------        -----------------       -------------------
    Cash at End of Period                      $            2,506        $           3,719       $            2,506
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.

                                       8
<PAGE>



                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

                                       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).

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).

                                       10
<PAGE>


     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.



                                       11
<PAGE>



NOTE 9 - LOSS PER SHARE

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


<TABLE>
<CAPTION>
                                                                                            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 will
be merged with and into the Company in a tax-free exchange of stock. Under the
Merger Agreement, the Company will 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 will 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.

                                       12

<PAGE>



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 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 Board of Directors has approved a 20:1
share dividend to the holders of the Company's Common Stock. 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 will 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.


                                       13

<PAGE>


                           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

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.
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<PAGE>


     (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 will
be merged with and into the Company in a tax-free  exchange of stock.  Under the
Merger  Agreement,  the  Company  will  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 will 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  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.


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<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:  July 14, 2004

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

                                       16