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


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

                                  FORM 10-KSB/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____TO _____

                        COMMISSION FILE NUMBER: 000-49735
                           INTRAOP MEDICAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                NEVADA                                      NO. 87-0642947
   (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NO.)

                7408 COMSTOCK CIRCLE, SALT LAKE CITY, UTAH 84121
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (801) 943-2345

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

 TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
 -------------------
    Not applicable                           Not applicable

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         COMMON STOCK, $0.001 PAR VALUE

     Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes[ ] No [X]

     As of April 8, 2004, the aggregate market value of the voting Common Stock
held by non-affiliates of the registrant (2,266,205 shares) was approximately
$4,305,790 based upon the last reported sales price of our Common Stock as
reported by the Over-The-Counter Bulletin Board on that date of $1.9 per share.
The aggregate market value calculation excludes the aggregate market value of
shares beneficially owned by the executive officers and directors of the
registrant and holders affiliated with them (20,017,795 shares). This
determination of affiliate status is not necessarily a conclusive determination
that such persons are affiliates for any other purposes. The number of
outstanding shares of the registrant's Common Stock as of April 8, 2004 was
22,284,000.

THIS AMENDMENT TO THE COMPANY ANNUAL REPORT OF FORM 10KSB IS BEING FILED TO
CORRECT THE FOLLOWING INFORMATION:

The previously submitted Consolidated Balance Sheet of the registrant at
December 31, 2002 has been deleted to conform to the balance sheet references
made in the independent auditor's report.

The Statement of Stockholder's Equity has been corrected to include the omission
of a line item titled "Capital contributed by Shareholder" in the amount of
$34,785 during the period ended December 31, 2003.

Certain references to Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Act of 1934, as amended, have been deleted from the section
titled "Forward Looking Statements".

Use of the word "will" with regard to the discussion of forward-looking
statements has been eliminated.
================================================================================

<PAGE>




                           FORWARD-LOOKING STATEMENTS.

         THIS ANNUAL REPORT ON FORM 10-KSB/A CONTAINS FORWARD-LOOKING
INFORMATION. WHEREVER POSSIBLE THESE FORWARD-LOOKING STATEMENTS ARE IDENTIFIED
BY SUCH WORDS AS "ANTICIPATES," "BELIEVES," "ESTIMATES," "INTENDS," "PLANS,"
"PROJECTS," "EXPECTS," AND SIMILAR EXPRESSIONS. FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
SUCH STATEMENTS. IN PARTICULAR, WE HAVE BASED MANY OF THESE FORWARD-LOOKING
STATEMENTS ON ASSUMPTIONS ABOUT FUTURE EVENTS THAT MAY PROVE TO BE INACCURATE.

         THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION OR FUTURE
EVENTS. READERS ARE URGED TO CAREFULLY REVIEW AND CONSIDER THE VARIOUS
DISCLOSURES MADE BY INTRAOP MEDICAL CORPORATION IN THIS REPORT AND IN OUR OTHER
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AND
AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV, THAT ATTEMPT TO ADVISE INTERESTED
PARTIES OF THE RISKS AND FACTORS THAT MAY AFFECT OUR BUSINESS.

                                     PART I

ITEM 1.  BUSINESS.

OVERVIEW

         Dialclass.com, Inc. (the "Subsidiary") was organized under the laws of
the State of Nevada on March 26, 1999. Intraop Medical Corporation, formerly
"Digitalpreviews.com, Inc.," (the "Parent") was organized under the laws of the
State of Nevada on November 5, 1999. On March 31, 2000, a reorganization was
consummated between Dialclass.com, Inc. and Intraop Medical Corporation, whereby
Dialclass.com, Inc. became the wholly owned subsidiary of Intraop Medical
Corporation. In the reorganization, Mr. David Shamy contributed 1,000,000 shares
of common stock of the Subsidiary back to the Subsidiary for cancellation. The
other shareholders of the Subsidiary received one share of the Parent's Common
Stock for each share of the Subsidiary's common stock which they have held
previously. On October 1, 2003, Intraop Medical Corporation spun-off its
Subsidiary to its stockholders of record on October 1, 2003 by dividending to
such stockholders all of the shares of the Subsidiary. At the time of the
spin-off the Subsidiary had no operations of assets.

         The initial purpose of Intraop Medical Corporation (the "Company") was
to engage in a consulting and seminar business. The Company has not generated
any revenues from its consulting and seminar business. The Company is considered
a developmental stage company as defined in Statement of Financial Accounting
Standards No. 7. As of the date hereof, the Company has no employees other than
management who serve on an as needed basis. In September 2003, the Company, in
anticipation of negotiating a potential merger with an operating company,
formally abandoned its consulting and seminar business operations. 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"). In anticipation of such Merger, the Company changed its name from
Digitalpreviews.com, Inc. to Intraop Medical Corporation on December 30, 2003.
On February 24, 2004, the Company signed a definitive agreement and plan of
reorganization (the "Merger Agreement") with the Target.

         Pursuant to the Merger Agreement, the Target expects to be merged with
and into the Company in a tax-free exchange of stock (the "Merger"). Under the
Merger Agreement, the Company intends to issue one share of its Common Stock in
exchange of each share of the Target's outstanding capital stock on the closing
date of the proposed Merger. All stock numbers herein reflect the Company's
20-for-1 forward stock split that occurred on October 1, 2003.

         On the closing of the Merger, as directed by the Target, the Company
intends to cancel up to 19,932,265 shares of its common stock currently owned of
record by its principal shareholder, David Shamy. Assuming conversion of all the
Target's convertible promissory notes into shares of common stock and based on
current assumptions about the conversion of the Target preferred stock into
common stock, the Company is expects to issue approximately 14,923,000 shares of
common stock to current Target stockholders and convertible note holders on the
closing of the Merger. In addition, the Company expects to assume options,
warrants and rights to shares under the Target's convertible debt to acquire up
to a total of approximately 2,867,000 shares. Assuming that all of the
cancelable shares held by Mr. Shamy are cancelled and retired, there is
currently expected to be approximately 21,000,000 shares outstanding (fully
diluted) on or about the closing date of the Merger (including approximately
858,000 shares issuable for services rendered in connection with the Merger).

                                       1
<PAGE>



         The Merger Agreement is subject to a number of important 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. If all such conditions are met or waived and based on reasonable
assumptions on the timing of stockholder approval, it is expected that the
Merger would occur not later than August 15, 2004. However, there can be no
assurances that the Merger will occur by then or at all. If the closing does
occur, the Company would assume the Target's business and that business would
become the sole business of the Company. It is anticipated that the solicitation
of the Company's and the Target's stockholders would be accomplished through
formal consent solicitations. This report is for informational purposes only and
is not a solicitation of consents or proxies.

ITEM 2.  PROPERTIES.

         The Company's headquarters consist of approximately 600 square feet of
office space which is located at 7408 Comstock Circle, Salt Lake City, Utah
84121. This space is provided to the Company by its President as a accommodation
to the Company. If the Merger is consummated, the Target's headquarters would
become the Company's headquarters.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the Company
have been threatened.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There was no matter submitted during the fourth quarter of fiscal year
ended December 31, 2003, to a vote of security holders, through the solicitation
of proxies or otherwise.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a) Market information.

         The Company's Common Stock began trading on the Over-the-Counter
Bulletin Board (the "OTC/BB") on February 27, 2004 under the symbol "IOPM."
There are currently 22,284,000 shares of the Company's Common stock issued and
outstanding. Of these, 20,000,000 are restricted shares held by David Shamy, an
affiliate of the Company, of which 19,932,265 are subject to cancellation upon
closing of the proposed Merger. Of the remaining 2,284,000 shares, approximately
2,200,000 are currently tradable without restriction in the public market under
SEC Rule 144(k) and an additional approximately 84,000 will be available in May
2004 under Rule 144(k). Almost all of the shares of the Company's stock not held
by Shamy were transferred to a group of holders in connection with the proposed
Merger.

     (b) Holders.

         On February 25, 2004, there were approximately 59 holders of record of
the Company's Common Stock.

     (d) Dividends.

         Since its inception, no dividends have been paid on the Company's
Common Stock. The Company intends to retain any earnings for use in its business
activities, so it is not expected that any dividends on the Common Stock will be
declared and paid in the foreseeable future.

     (e) Recent Sales of Unregistered Securities.

         During January 2000, the Subsidiary issued 30,000 shares of its
previously authorized but unissued common stock. The shares were issued for cash
in the amount of $15,000 (or $0.50 per share). The transaction was an isolated
transaction with a total of three persons having a close affiliation with either
the Subsidiary or with an officer of the Subsidiary and was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) of the
Act because of not being part of a public offering. Each of the three purchasers
was a sophisticated investor. The shares were converted to Company shares in May
2000, on a one for one basis as part of the business reorganization between the
Subsidiary and the Company.

     During May 2000, in connection with the business reorganization between the
Subsidiary and the Company, the Company issued 1,200,000 shares of common stock
in exchange for 60,000 shares of Subsidiary common stock. The transaction was an
isolated transaction with a total of six persons having a close affiliation with
either the Company or with an officer of the Company and was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) of the
Act because of not being part of a public offering. Each of the six purchasers
was a sophisticated investor.

                                       2
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

     Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

         Except for the historical information and discussions contained herein,
statements contained in this Form 10-KSB/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-KSB/A or in the
Company's other filings with the Securities and Exchange Commission.

PLAN OF OPERATION

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

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

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


                                       3
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Company's Financial Statements are located on the pages indicated
below:

<TABLE>
<CAPTION>

                                                                                                      PAGE NUMBER
<S>                                                                                                   <C>

         Independent Auditor's Report                                                                     5

         Financial Statements:

                  -  Consolidated Balance Sheets at December 31, 2003                                     6

                  -  Consolidated Statements of Operations for the years ended                            7
                      December 31, 2003 and 2002 and for the period from
                      November 5, 1999 through December 31, 2003

                   -  Consolidated Statement of Stockholders' Equity (Deficit) from                       8
                      the date of inception on November 5, 1999 through December 31, 2003

                   -  Consolidated Statements of Cash Flows for the years ended                           10
                       December 31, 2003 and 2002 and for the period from inception on
                             November 5, 1999 through December 31, 2003

         Notes to the Financial Statements                                                                11
</TABLE>


                                        4
<PAGE>


Board of Directors
Intraop Medical Corporation and Subsidiary
(Formerly DigitalPreviews.com, Inc. and Subsidiary)
Salt Lake City, Utah



We have audited the accompanying consolidated balance sheet of Intraop Medical
Corporation and Subsidiary (formerly DigitalPreviews.com, Inc. and Subsidiary)
(a Development Stage Company) as of December 31, 2003 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2003 and 2002 and for the period from inception on
November 5, 1999 through December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the consolidated financial position of Intraop Medical
Corporation and Subsidiary (formerly DigitalPreviews.com, Inc. and Subsidiary)
(a Development Stage Company), as of December 31, 2003, and the consolidated
results of their operations and cash flows for the years ended December 31, 2003
and 2002 and for the period from inception on November 5, 1999 through December
31, 2003 in conformity with accounting principles generally accepted in the
United States.

The accompanying financial statements have been prepared assuming that Intraop
Medical Corporation and Subsidiary (formerly DigitalPreviews.com, Inc. and
Subsidiary) will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has incurred losses since inception and has
not yet been successful in establishing profitable operations, raising
substantial doubt about it's ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 8. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.






/s/ Madsen & Associates, CPAs Inc.
February 25, 2004
Salt Lake City, Utah



                                       5
<PAGE>



                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>


ASSETS                                                                         December 31, 2003
                                                                               -----------------
<S>                                                                           <C>
  Current Assets
    Cash in bank                                                                   $     93
      Total Current Assets                                                               93
                                                                               -----------------
  Other Assets
      Deferred Stock Offering Costs                                                      --
  Total Other Assets                                                                     93
                                                                               -----------------
TOTAL ASSETS                                                                       $     93
                                                                               =================
LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                                               $     --
    Note payable - shareholder                                                        5,000
                                                                               -----------------
      Total Liabilities                                                               5,000
  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 authorized, 22,284,000          22,284
    shares issued and outstanding
    Capital in excess of par value                                                   59,161
    Deficit accumulated during the development stage                                (86,352)
                                                                               -----------------
      Total Stockholders' Equity                                                     (4,907)
                                                                               -----------------
        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                   $     93
                                                                               =================


</TABLE>




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




                                       6
<PAGE>


                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                        November 5, 1999
                                         For the year ended      For the year ended   (date ofinception) to
                                          December 31, 2003       December 31, 2002     December 31, 2003
                                         --------------------   --------------------   --------------------
<S>                                           <C>                     <C>                     <C>
Revenue                                       $   --                  $   --                  $   --

Expenses

     General and Administrative                (35,803)                 (7,323)                (86,352)
                                              --------                --------                --------

Net (loss) before income taxes                 (35,803)                 (7,323)                (86,352)

Current Tax Expense                               --                      --                      --

Deferred Tax Expense                              --                      --                      --
                                              --------                --------                --------

               Net (loss)                     $(35,803)               $ (7,323)               $(86,352)
                                              ========                ========                ========

Loss Per Common Share
     Basic and diluted                            (.00)                   (.00)                   (.00)
                                              ========                ========                ========
</TABLE>




   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.




                                       7
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003

<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.

                                       8
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003



<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)

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)
=================================================================================================================================
</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.


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       9
<PAGE>


                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         NET INCREASE (DECREASE) IN CASH

<TABLE>
<CAPTION>
                                                                                                            November 5, 1999
                                                                                                                (date of
                                                                  For the year ended   For the year ended     inception) to
                                                                   December 31, 2003    December 31, 2002   December 31, 2003
                                                                  ------------------- --------------------  -----------------
Cash Flows Provided by Operating Activities:
<S>                                                                <C>                   <C>                   <C>
   Net Loss                                                        $     (35,803)        $     (7,323)       $     (86,352)
   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)              11,760                   --
      Deferred stock offering costs
                                                                             --                   --                    --
       Note payable - shareholder                                            --                 5,000                5,000
                                                                   ------------------  -------------------  ---------------
      Net Cash Provided (Used) by Operating Activities                   (67,113)               9,437              (66,352)

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                 --                 38,745
   Proceeds from issuance of common stock                                 24,742                4,200               42,700
   Payments for stock offering costs                                                          (11,760)                  --
                                                                   ------------------- -------------------  -----------------
     Net Cash Provided (Used) by Financing Activities                     63,487               (7,560)              81,445

            Net (Decrease) in Cash                                        (3,626)               1,877                   93

            Cash at Beginning of Period                                    3,719                1,842                   --
                                                                   ------------------- -------------------  -----------------
           Cash at End of Period                                   $          93       $        3,719       $           93
                                                                   =================== ===================  =================
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.




                                       10
<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
               (FORMERLY DIGITALPREVIEWS.COM, INC. 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
December 31, 2003. 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.

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.



                                       11
<PAGE>


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 December 31, 2003.

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).

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.


                                       12
<PAGE>


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 December 31, 2003, unused operating loss carry
forwards of $86,352. 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 December 31, 2003, 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.

NOTE 9 - LOSS PER SHARE

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


<TABLE>
<CAPTION>
                                                                                      November 5, 1999
                                                                                          (date of
                                             For the year ended   For the year ended    inception) to
                                              December 31, 2003   December 31, 2002   December 31, 2003
                                            --------------------  -----------------  ------------------
<S>                                             <C>                 <C>                 <C>
Loss from Continuing operations available       $       35,803      $       (7,323)     $      (86,352)
to common shareholders (numerator)

Weighted average of common shares                   22,284,000          22,256,000          22,110,195
outstanding used in loss per share for the
period ( denominator)

</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.

                                                                 13
<PAGE>


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.

NOTE 11 - SUBSEQUENT EVENT

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

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





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.

         The accounting firm of Pritchett, Siler & Hardy, P.C., (PSH) of Salt
Lake City, Utah has been the independent auditors for the Company since the
inception of the Company until April 5, 2003. In 2003, PSH has refused to audit
the financial statements of the Company for the fiscal year ended December 31,
2002. The refusal by PSH was based upon its concern that its independence from
the Company had been compromised by unpaid invoices issued to the Company by PHS
for part services. Mr. Ted Madsen, an accountant in Salt Lake City, Utah was
retained by the Company on or about April 5, 2003, to audit the financial
statements of the Company for its fiscal years ended December 31, 2002 and
December 31, 2003.

         In its prior reports, PHS has expressed its opinion that various
factors about the Company raise substantial doubt about the ability of the
Company to continue as a going concern. Otherwise, there have been no adverse
opinions about the Company by PHS or disagreements about accounting procedures
or policy.

ITEM 9A.  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.

                                       14
<PAGE>

         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.

                                       15
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS AND OFFICERS.

         The following persons are the current executive officers and directors
of the Company:

       NAME              AGE        POSITION
 David Shamy              51        Chief Executive Officer/ President/
                                    Chief Financial Officer/ Director
 Phil Ray                 66        Vice President/ Treasurer/ Director

         Directors are elected by stockholders annually.

         DAVID SHAMY

         David Shamy has been a Director of the Company since the inception of
the Company. David Shamy has been employed by Stanford Investment Systems for
the past eleven years. Mr. Shamy is the sole officer, director and shareholder
of Stanford Investment Systems making him essentially self-employed. Through
Stanford Investment Systems he contracts out his services as a presenter at
seminars. He has given more than 7800 lectures in more than 500 cities in four
countries. His presentation topics have included online investing, real estate
investment, tax strategies, business training, small business start-up, and
motivation. He has been a licensed real estate broker since 1981 and has founded
a publishing company, a craft and import company and several entrepreneurial
start-up companies. Davis Shamy was named to the Who's Who list of Global
Business Leaders in 1994 and given an honorary Masters Degree in Real Estate
Investing by Meta Institute in 1995.

         PHIL RAY

         Phil Ray became a Director and Officer of the Company in September
2003. Phil Ray is the founder and president of VentureVest Capital Corporation,
a full service venture capital firm providing equity financing to small and
emerging companies through direct equity and/or debt investments. Mr. Ray is
also the founder of American Business Services, Inc. and Terayco Consulting,
LLC. Mr. Ray's background includes founding and serving as president and
chairman of a national medical products company for 14 years, owning and
operating a full service advertising agency for another 14 years, and business
consulting for 10 years. Mr. Ray has extensive experience in advertising,
marketing, business management and public relations, in both private and public
companies.

TERM OF OFFICE.

         The Directors are appointed for terms of one year to hold office until
the next annual general meeting of the holders of our Common Stock, as provided
by the Nevada Revised Statutes, or until removed from office in accordance with
the Company's Bylaws. The officers of the Company are appointed by the Board of
Directors and hold office until removed by the Board.

SIGNIFICANT EMPLOYEES

         The Company has no significant employees other than the officers and
directors described above.

COMPLIANCE WITH SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         David Shamy (Director, President, Chief Executive Officer and Chief
Financial Officer of the Company and owner of more than 10% of the Company
common stock) and Phil Ray (Director, Vice-President and Treasurer of the
Company) have each failed to file on a timely basis reports on Form 3 and Form
4. Mr. Shamy and Mr. Ray did not file their ownership statements in compliance
with Section 16(a) since they were not aware of the requirements of reporting
beneficial ownership until recently and believed that the previous public
corporate filings disclosing their positions were sufficient. As soon as they
became aware of such requirements, Mr. Shamy and Mr. Ray reported their
beneficial ownership of the Company Common Stock on Forms 5, which were filed
with the SEC on March 2, 2004 and March 10, 2004, respectively. Mr. Shamy has
reported late 8 transactions, representing failure to timely file one Form 3
report and three Form 4 reports (assuming that transactions executed on the same
day would have been reported on one report). Mr. Phil Ray has reported late 13
transactions, representing failure to timely file one Form 3 report and two Form
4 reports (assuming that transactions executed on the same day would have been
reported on one report).

                                       16
<PAGE>

CODE OF ETHICS

         Due to the lack of operations, the Company has not adopted a code of
ethics. The Company expects to adopt a code of ethics after the consummation of
the proposed Merger with Intraop Medical, Inc.

ITEM 11.  EXECUTIVE COMPENSATION.

         David Shamy and Phil Ray are the sole directors and officers of the
Company. Mr. Shamy (Director, Chief Executive and Chief Financial Officer of the
Company) has received no compensation for his services for the last three fiscal
years nor has the Company accrued any deferred compensation for his services.
Mr. Ray has become a Director and Vice-President/ Treasurer of the Company on
September 24, 2003 and has received no compensation for his services nor has the
Company accrued any deferred compensation for his services. Mr. Shamy and Mr.
Ray have agreed to serve without compensation until such time as the Company has
sufficient operating revenues to pay compensation.

    The Company has no option or stock compensation plans.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information as of February 25,
2004 (the "Reference Date") with respect to the beneficial ownership of shares
of Company Common Stock by (i) each person known or believed by the Company to
be the beneficial owner of more than 5% of the outstanding shares of Company
Common Stock, (ii) each current director of the Company and (iii) all directors
and executive officers as a group. As of the Reference Date there were
22,284,000 shares of Company Common Stock outstanding:


<TABLE>
<CAPTION>
                                                       NUMBER OF SHARES OF       PERCENT OF COMMON STOCK OUTSTANDING
                                                           COMMON STOCK                        (1)(2)
NAME OF BENEFICIAL OWNER
<S>                                                     <C>                     <C>
David Shamy
   (Director/ President/ CEO/ CFO)                      20,000,030 (3)                          89.75%
Phil Ray
   (Director/ Vice-President)                               17,765 (4)                           0.08%
All Officers & Directors as a group
   (David Shamy and Phil Ray)                           20,017,795                              89.83%

Constantino Galaxidas Real Estate Money  Purchase
Pension Plan                                                66,667 (5)
                                                                                                 0.30%
Richard From                                              677,436  (5)(6)                        3.04%

John From                                                  652,235 (5)                           2.93%

Carl Hsu                                                    66,667 (5)                           0.30%

William Minor                                              200,000 (5)                           0.90%

Todd Fuller                                                144,230 (5)                           0.65%

Peyton, Chandler & Sullivan                                225,000 (5)                           1.01%

Altavilla Family Trust                                     311,500 (5)                           1.40%

Marlin Molinaro                                             66,750 (5)                           0.30%

Alan Schoaf                                                 66,750 (5)                           0.30%

G. Alfred Roensch, TTEE, G. Alfred Roensch Trust            12,500 (5)                           0.06%

</TABLE>


                                       17
<PAGE>

(1) After 20:1 split in Company Common Stock effective October 1, 2003.

(2) Percentage figures based on 22,284,000 shares of Company Common Stock
outstanding as of the Reference Date.

(3) Of the 20,000,030 shares of Company Common Stock beneficially owned by David
Shamy, 20,000,000 shares of Company Common Stock are directly owned by Mr.
Shamy. Pursuant to an Agreement for the Purchase of Common Stock dated October
3, 2003, David Shamy has agreed that up to 19,982,265 of his shares may be
canceled by the Company and has received remuneration of approximately $148,000
for this agreement to cancel such shares. It is expected that all such shares
would be canceled in the Merger and Mr. Shamy is not expected to receive any
further consideration for his stock.

(4) Of the 17,765 shares beneficially owned by Phil Ray, 4,000 shares are
directly owned by him, 4,000 shares are held of record by his spouse, 8,735 are
held of record by American Business Services, Inc., 1,000 are held of record by
VentureVest Capital Corp. and 30 shares are held of record by Terayco Consulting
LLC.

(5) These individuals have acquired collectively 2,264,735 of the Company Common
Stock (representing collectively 10.16% of the Company's 22,284,000 shares of
Common Stock outstanding) as an investment in contemplation of the proposed
Merger described herein pursuant to an Agreement for the Purchase of Common
Stock dated as of October 3, 2003 from certain stockholders of the Company in
exchange for an aggregate of $450,000 in cash.

(6) Richard From has sole voting and dispositive power over 452,436 shares of
Company Common Stock and shared voting and dispositive power over 225,000 shares
held of record by Peyton, Chandler & Sullivan, Inc. ("PCS"), as Mr. From is PCS'
chief executive officer and principal shareholder.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         David Shamy, one of the Directors of the Company and the Company's
principal shareholder has interests in the proposed Merger that differ from, or
are in addition to, the interests as stockholders of the Company. David Shamy
has entered into an agreement pursuant to which David Shamy has agreed that on
the closing of the Merger the Company can cancel up to 19,932,265 shares of its
common stock currently owned of record by David Shamy, as directed by the
Target. Mr. Shamy received remuneration of approximately $148,000 for his
agreement to cancel such shares.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         AUDIT FEES. The Company has paid an aggregate of $2,400 for fiscal year
     2002 and an aggregate of $3950 for fiscal year 2003 for professional
     services rendered by the principal accountant for the audit of the
     Company's annual financial statements and review of financial statements
     included in the Company's Form 10-QSB.

         AUDIT RELATED-FEES. There were no audit-related fees billed in each of
     the last two fiscal years for assurance or related services by the
     principal accountant that are reasonably related to the performance of the
     audit or review of the Company's financial statements and are not reported
     under Item 9(e)(1) of Schedule 14A.

         TAX FEES. There were no tax fees billed in fiscal year 2002. The
     Company has paid an aggregate of $600 in fiscal year 2003 for professional
     services provided by the principal accountant for tax compliance, tax
     advise and tax planning.

         ALL OTHER FEES. There were no other fees billed in the last two fiscal
     years for products and services provided by the principal accountant, other
     than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule
     14A.

         The Company does not have a separate audit committee. Audit committee
     functions are performed by the Board of Directors. The Board of Directors
     does not currently have an audit committee financial expert, however it is
     expected that upon completion of the proposed Merger with Intraop Medical,
     Inc., an audit committee would be formed which would include at least one
     audit financial expert. The Company has no formal pre-approval policies and
     procedures for non-audit related services, however it is expected that such
     formal pre-approval policies and procedures would be in place following
     completion of the proposed Merger.


                                       18
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a) Our consolidated Financial Statements are included in Part II, Item 8
of this Report. The exhibits below are filed herein or incorporated by reference
to exhibits previously filed with the Securities and Exchange Commission as part
of this Annual Report on Form 10-KSB/A.

                                  EXHIBIT INDEX

   EXHIBIT
   NUMBER                                              DESCRIPTION
--------------------------------------------------------------------------------
2.1      Agreement and Plan of Reorganization by and among Intraop Medical
         Corporation and Intraop Medical, Inc. (1).

3.1      Articles of Incorporation (2)

3.2      By-Laws (2)

4.1      Agreement for the Purchase of Common Stock dated October 3, 2003 (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 Form SB-2 on September
         5, 2000.

(3)      Previously filed as an exhibit to the Company's Form 10-QSB/A filed on
         February 25, 2004.

     (b) 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 Introp Medical, Inc. by which Intraop Medical, Inc. would
sell, merge, consolidate, or otherwise transfer all of its assets, liabilities
and business operations to the Company. The 8-K Report indicated that the LOI
was subject to the completion of a definitive merger agreement and shareholder
approval.

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

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



                                       19
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

         INTRAOP MEDICAL CORPORATION

         BY:                         /S/ David Shamy
         ------------------------------------------------------------------
                                      (David Shamy)
              Chief Executive Officer/ President / Chief Financial Officer/
                                        Director


Date:  September 10, 2004

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

    SIGNATURE                                                 TITLE                                   DATE
---------------------------           ----------------------------------------------------     ------------------
<S>                                    <C>                                                     <C>

 /s/ DAVID SHAMY                       Chief Executive Officer/ President/ Chief Financial     September 10, 2004
---------------------------
  (David Shamy)                                         Officer/ Director



  /s/ PHIL RAY                                 Vice President / Treasurer/ Director            September 10, 2004
---------------------------
   (Phil Ray)
</TABLE>



                                       20