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 September 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: 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 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 nine
months ended September 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
                               SEPTEMBER 30, 2004


                                TABLE OF CONTENTS


                                                                           Page
                                                                          Number
                                                                          ------
Financial Statements:

   Unaudited Condensed Consolidated Balance Sheet, September 30, 2004        4

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

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

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

Notes to the Financial Statements                                            9

                                       3
<PAGE>


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


ASSETS                                                        September 30, 2004
 Current Assets
   Cash in bank                                                      $       30
                                                              ------------------
     Total Current Assets                                                    30

 Other Assets
   Deferred Stock Offering Costs                                              -
                                                              ------------------
 Total Other Assets                                                          30


      TOTAL ASSETS                                                   $       30
                                                              ==================
LIABILITIES & STOCKHOLDERS' EQUITY
 Current Liabilities
   Accounts payable                                                  $   30,597
   Note payable - shareholder                                             5,000
                                                              ------------------
     Total Liabilities                                                   35,597
 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
    authorized, 22,284,000 shares issued and outstanding
   Capital in excess of par value                                        59,161
   Deficit accumulated during the development stage                    (117,012)
                                                              ------------------
     Total Stockholders' Equity                                         (35,567)
                                                              ------------------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                       $       30
                                                              ==================

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

                                       4
<PAGE>

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


                                        For the nine months     For the nine months         November 5, 1999
                                        ended September 30,     ended September 30,     (date of inception) to
                                               2004                    2003                September 30, 2004
                                        -------------------     -------------------      ---------------------
Revenue                                  $              -        $              -         $                -
Expenses
  General and Administrative                       30,660                   1,213                    117,012
                                        -------------------     -------------------      ---------------------
Net (loss) before income taxes                    (30,660)                 (1,213)                  (117,012)
Current Tax Expense                                     -                       -                          -
Deferred Tax Expense                                    -                       -                          -
    Net (loss)                           $        (30,660)       $         (1,213)        $         (117,012)
                                        ===================     ===================      =====================
Loss Per Common Share                                (.00)                   (.00)                      (.01)


   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
<S>                          <C>          <C>         <C>          <C>          <C>          <C>
                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2004

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

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>

<TABLE>
<CAPTION>
<S>                          <C>          <C>         <C>          <C>          <C>          <C>
                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2004


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

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                 -            -            -            -            -       (30,660)

----------------------------------------------------------------------------------------------------------
Balance, September 30, 2004           -   $        -   22,284,000  $    22,284  $    59,161  $   (117,012)
==========================================================================================================

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

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>

                                       7
<PAGE>

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


                                                For the nine             For the nine            November 5, 1999
                                                months ended             months ended          (date of inception)
                                             September 30, 2004       September 30, 2003      to September 30, 2004
                                             ------------------       ------------------      ---------------------
Cash Flows Provided by  Operating
Activities:
  Net Loss                                    $        (30,660)       $          (1,213)      $          (117,012)
  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                                    (63)                  (1,213)                   (66,415)

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                        (63)                  (1,213)                        30
    Cash at Beginning of Period                             93                    3,719                          -
                                             ------------------       ------------------      ---------------------
    Cash at End of Period                    $              30        $           2,506       $                 30

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
September 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:


      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 September 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 September 30, 2004, unused operating loss carry
forwards of $117,012. 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 September 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>
<S>                                         <C>                   <C>                  <C>
                                                For the nine         For the nine          November 5, 1999
                                                months ended         months ended       (date of inception) to
                                             September 30, 2004   September 30, 2003      September 30, 2004
                                            -------------------   ------------------   -----------------------

Loss from Continuing operations available
 to common shareholders (numerator)          $         (30,660)   $          (1,213)      $        (117,012)

Weighted average of common shares
 outstanding used in loss per share for the
 period (denominator)                               22,284,000           22,284,000              22,137,292
</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.

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.

NOTE 11 - SUBSEQUENT EVENT

On November 15, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to December 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 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 Agreement was approved by the
Company's Board of Directors on February 24, 2004, and by the Target's Board of
Directors on February 12, 2004. In addition, the merger was approved by the
Company's majority stockholder, David Shamy, on September 3, 2004, and by the
Target's stockholders on July 13, 2004. The Merger is subject to a number of
important conditions, including the satisfaction by the Target of its due
diligence investigation of the Company, the satisfaction of customary closing
conditions contained in the Merger Agreement, and the U.S. Securities and
Exchange Commission's approval of the Company's Information Statement on
Schedule 14C. If all such conditions are met or waived, the Merger is expected
to be completed no later than December 31, 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 December 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.

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 September 30, 2004 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

                                       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. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not complete any sales of our securities during the nine months
ended September 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

Exhibit
Number                              Description
-------   ----------------------------------------------------------------------
 10.1     Third 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.

                                       14
<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: November 15, 2004

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

                                       15