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


                                   FORM 10-QSB


[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended June 30, 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
                ________________________________________________


                ________________________________________________
              (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: 22,284,000 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 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 six
months ended June 30, 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
                                  JUNE 30, 2004


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

<S>                                                      <C> <C>      <C>                             <C>
    Unaudited Condensed Consolidated Balance Sheet, June 30, 2004 and 2003                            4

    Unaudited Condensed Consolidated Statements of Operations, for the six months ended June          5
    30, 2004 and 2003, and for the period from inception on  November 5, 1999 through June
    30, 2004

    Unaudited Condensed Consolidated Statements of Stockholders' Equity, for the period from          6
    inception on November 5, 1999 through June 30, 2004

    Unaudited Condensed Consolidated Statements of Cash Flows, for the six months ended June          8
    30, 2004 and 2003, and for the period from inception on November 5, 1999 through June
    30, 2004

Notes to the Financial  Statements                                                                    9

</TABLE>


                                       3
<PAGE>




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


<TABLE>
<CAPTION>


ASSETS                                                           June 30, 2004             June 30, 2003
  Current Assets
<S>                                                                 <C>                       <C>
    Cash in bank                                                    $        51               $     2,806
      Total Current Assets                                                   51                     2,806
                                                                             --                     -----

  Other Assets
      Deferred Stock Offering Costs                                           -                    24,742
                                                                             --                     -----
  Total Other Assets                                                         51                    24,742


        TOTAL ASSETS                                                $        51               $    27,548
                                                                    ===========               ===========

LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                                $    30,597               $    31,310
    Note payable - shareholder                                            5,000                     5,000
                                                                          -----                     -----
      Total Liabilities                                                  35,597                    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                   (116,991)                  (51,462)
                                                                       --------                   -------
      Total Stockholders' Equity                                        (35,546)                   (8,762)
        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                    $        51               $    27,548
                                                                    ===========               ===========


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

</TABLE>


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                             November 5, 1999
                                               For the six months      For the six months    (date of inception) to
                                               ended June 30, 2004     ended June 30, 2003   June 30, 2004
                                               -------------------    -------------------   -------------------
<S>                                             <C>                      <C>                    <C>
Revenue                                         $           -            $           -          $           -
Expenses
  General and Administrative                           30,639                      913                116,991
Net (loss) before income taxes                        (30,639)                    (913)              (116,991)
                                                      -------                     ----               --------
Current Tax Expense                                         -                        -                      -
Deferred Tax Expense                                        -                        -                      -
    Net (loss)                                  $     (30,639)           $        (913)         $    (116,991)
                                                =============            =============          =============
Loss Per Common Share                                    (.00)                    (.00)                  (.01)



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

</TABLE>


                                       5
<PAGE>


                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
         FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH JUNE 30, 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>
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)


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

</TABLE>


                                       6
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
         FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH JUNE 30, 2004

<TABLE>
<CAPTION>

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

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         -         -           -         -         -     (30,639)

--------------------------------------------------------------------------------------
Balance, June 30, 2004        -        $-  22,284,000   $22,284   $59,161   $(116,991)
======================================================================================
</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 six              For the three            November 5, 1999
                                               months ended             months ended          (date of inception)
                                              June 30, 2004             June 30, 2003            to June 30, 2004
                                              -------------             -------------            ----------------
Cash Flows Provided by  Operating
Activities:
<S>                                           <C>                       <C>                       <C>
  Net Loss                                    $          (30,639)       $             (913)       $         (116,991)
  Adjustments to reconcile net loss to
    net cash used by operating
    activities:
    Bad debt expense                                           -                         -                    15,000
  Changes in assets and liabilities:
    Accounts payable                                      30,597                         -                    30,597
                                                          ------                   -------                    ------
    Note payable - shareholder                                 -                         -                     5,000
  Net Cash Provided (Used) by
    Operating Activities                                     (42)                     (913)                  (66,394)

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 contributed by shareholders                          -                         -                    38,745
  Proceeds from issuance of Common
    Stock                                                      -                         -                    42,700
                                                          ------                   -------                    ------
    Net Cash Provided (Used) by
      Financing Activities                                     -                         -                    81,445
    Net Increase (Decrease) in Cash                          (42)                     (913)                       51
    Cash at Beginning of Period                               93                     3,719                         -
                                                          ------                   -------                    ------
    Cash at End of Period                     $               51        $            2,806        $               51

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



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

</TABLE>


                                       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
June 30, 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 June 30, 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).


                                       10
<PAGE>

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).

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 June 30, 2004, unused operating loss carry
forwards of $116,991. 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 June 30, 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 six   For the six       (date of
                                           months  ended  months ended   inception) to
                                          June 30, 2004  June 30, 2003   June 30, 2004
                                          -------------  -------------   -------------
<S>                                            <C>                  <C>      <C>
Loss from Continuing operations available
  to common shareholders (numerator)           $(30,639)            $-       $(116,991)

Weighted average of common shares
  outstanding used in loss per share for
   the period (denominator)                  22,284,000     22,284,000      22,129,161
</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.

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.

NOTE 11 - SUBSEQUENT EVENT

On July 31, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to September 30, 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 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 and to successfully launch its products into the market and other
risks, uncertainties and factors discussed elsewhere in this Form 10-QSB 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
stock split 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 September 30,
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 September 30, 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.

Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under 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
were effective as of the end of the period covered by this quarterly report.

There has been no change in our internal control over financial reporting
during the quarter ended June 30, 2004 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                           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


                                       13
<PAGE>

The Company did not complete any sales of our securities during the six
months ended June 30, 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
------       -------------------------------------------------------------------
10.1         Amendment to Agreement and Plan of Reorganization By and Among
             Intraop Medical, Inc. and Intraop Medical Corporation
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.


REPORTS ON FORM 8-K

(1)  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.

(2)  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 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:  August 16, 2004

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


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