UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                               Form 10-KSB

(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.


<PAGE>2
                      Forward-Looking Statements.

     This Annual Report on Form 10-KSB contains forward-looking
information within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities and Exchange Act of
1934, as amended, and the Company intends that such forward-looking
statements be subject to safe harbors created by these statutes to the
extend they apply.  Wherever possible these forward-looking statements
are identified by such words as "anticipates," "believes," "estimates,"
"intends," "plans," "projects," "expects," "will," 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



<PAGE>3

the Company's Common Stock representing approximately 10 percent 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 will be merged with
and into the Company in a tax-free exchange of stock (the "Merger").
Under the Merger Agreement, the Company will 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 will 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 expected 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).

     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
will occur not later than May 20, 2004.  However, there can be no
assurances that the Merger will occur by then or at all.  If the
closing does occur, the Company will assume the Target's business and
that business will become the sole business of the Company.
Solicitation of the Company's and the Target's stockholders will 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 will become the Company's
headquarters.

<PAGE>4

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 60,000
shares of common stock in exchange for 60,000 shares of Subsidiary

<PAGE>5

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.


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 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 or in
the Company's other filings with the Securities and Exchange
Commission.

Plan of Operation

     In September 2003, the Company, in anticipation of negotiating a
potential merger with an operating company, formally abandoned its
consulting and seminar business plans.  On September 25, 2003 the Board
of Directors has approved a 20:1 share dividend to the holders of the
Company's Common Stock.  On October 3, 2003 certain of the Company's
stockholders agreed to sell to PCS and its assigns 2,264,735 shares of
the Company's Common Stock representing approximately 10 percent 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 May 20, 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 June 30,
2004, either the Target or the Company may terminate the Merger.

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


<PAGE>6

     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 8.  Financial Statements and Supplementary Data

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

Independent Auditor's Report                                    7

Financial Statements:
  Consolidated Balance Sheet, December 31, 2003                 8

  Consolidated Statements of Operations for the years ended     9
   December 31, 2003 and 2002 and for the period from
   November 5, 1999 through December 31, 2003

  Consolidated Statement of Stockholders' Equity (Deficit)      10
   from the date of inception on November 5, 1999 through
   December 31, 2003

  Consolidated Statements of Cash Flows for the years ended     12
   December 31, 2003 and 2002 and for the period from
   inception on November 5, 1999 through December 31, 2003

Notes to the Financial Statements                               14




<PAGE>7

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




<PAGE.8

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

ASSETS                                                    December 31
                                                              2003
                                                           ----------
Current Assets
  Cash in bank                                             $       93
                                                           ----------
    Total Current Assets                                           93

    TOTAL ASSETS                                           $       93
                                                           ==========


LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
  Note Payable - shareholder                                    5,000
                                                           ----------
    Total Liabilities                                           5,000


Stockholders' Equity (Deficit)
  Preferred stock, $.001 par value, 5,000,000 shares
   authorized, no share issued and outstanding                      -
  Common stock, $.001 par value, 50,000,000 share
   authorized, 22,284,000 shares issued and outstanding        22,284
  Capital in excess of par value                               59,161
  Deficit accumulated during the development stage            (86,352)
                                                           ----------
    Total Stockholders' Equity (Deficit)                       (4,907)
                                                           ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY               $       93
                                                           ==========





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




<PAGE>9

               INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
           (FORMERLY DIGITALPREVIEWS.COM, INC. AND SUBSIDIARY)
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                    Nov 5, 1999
                                                                     (date of
                                      For the year ended            inception) to
                                Dec 31, 2003      Dec 31, 2002      Dec 31, 2003
                                ------------      ------------      ------------

                             <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.




<PAGE>10

               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)
                      ---------  ---------  ----------  ---------  ---------  ---------

                   <c>        <c>        <c>         <c>        <c>        <c>
Balance,
 November 5, 1999             -  $       -           -  $       -  $       -  $       -

Issuance of 1,000,000
 shares of common
 Stock for cash at $.005
 per share, Dec 1999          -          -   1,000,000      1,000      4,000          -

Issuance of 50,000 shares
 of common stock for cash
 at $.05 per share,
 Dec 1999                     -          -      50,000         50      2,450          -

Net (loss) for period         -          -           -          -          -     (8,589)
                      ---------  ---------  ----------  ---------  ---------  ---------
Balance,
 December 31, 1999            -          -   1,050,000      1,050      6,450     (8,589)

Issuance of 60,000 shares
 of common stock for stock
 per reorganization
 agreement, May 2000          -          -      60,000         60     30,940          -

Net (loss) for period         -          -           -          -          -    (29,239)
                      ---------  ---------  ----------  ---------  ---------  ---------
Balance,
 December 31, 2000            -          -   1,110,000      1,110     37,390    (37,828)

Net (loss) for period         -          -           -          -          -     (5,398)
                      ---------  ---------  ----------  ---------  ---------  ---------
Balance,
 December 31, 2001            -          -   1,110,000      1,110     37,390    (43,226)
</TABLE>





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




<PAGE>11

               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)
                      ---------  ---------  ----------  ---------  ---------  ---------

                   <c>        <c>        <c>         <c>        <c>        <c>
Issuance of 4,000
 shares of common
 stock for cash at
 $.001 per share,
 May 2002                     -          -       4,200          4      4,196          -

Net (loss) for period         -          -           -          -          -     (7,323)
                      ---------  ---------  ----------  ---------  ---------  ---------
Balance,
 December 31, 2002            -          -   1,114,200      1,114     41,586    (50,549)

20 for 1 forward
 split of common stock
 on October 1, 2003           -          -  21,169,800     21,170    (21,170)         -

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>





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




<PAGE>12
               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>
                                                                    Nov 5, 1999
                                                                     (date of
                                      For the year ended            inception) to
                                Dec 31, 2003      Dec 31, 2002      Dec 31, 2003
                                ------------      ------------      ------------

                             <c>               <c>               <c>
Cash Flows Provided by Operating Activities:
  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     24,742                 -                 -
    Note payable - shareholder             -             5,000             5,000
                                ------------      ------------      ------------
    Net Cash Provided (Used)
     by Operating Activities         (42,371)            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                            -             4,200            42,700
  Payments for stock offering
   costs                                   -           (11,760)                -
                                ------------      ------------      ------------
    Net Cash Provided (Used)
     by Financing Activities          38,745            (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              $          -      $          -      $          -



<PAGE>13

Supplemental Schedule of Non-cash Investing and Financing Activities
  From November 5, 1999 (date of Inception) through December 31, 2003:
    Cancellation of 1,000,000 shares common stock per reorganization agreement,
     with an offsetting  credit to capital in excess of par value of $1,000.
</TABLE>





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




<PAGE>14
               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.  At the time of the spin-off,
Dialaclass.com, Inc. had no operations or assets.  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



<PAGE>15

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 60,000 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 percent 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 percent 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.


<PAGE>16

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 - During December 1999, in connection with its
organization, 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 $5,000 (or $.005 per share).

During December 1999, the Company issued 50,000 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 60,000 shares of common stock in exchange for 60,000 shares of
Subsidiary common stock.

During May 2002, the Company issued 4,200 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).

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 increase from 1,114,200 shares to 22,284,000 shares of common
stock as a result of this forward split.


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.



<PAGE>17

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>
                                                                    Nov 5, 1999
                                                                     (date of
                                      For the year ended            inception) to
                                Dec 31, 2003      Dec 31, 2002      Dec 31, 2003
                                ------------      ------------      ------------

                             <c>               <c>               <c>
Loss from Continuing operations
 available to common shareholders
 (numerator)                    $     35,803      $     (7,323)     $    (86,352)

Weighted average of common shares
 outstanding used in loss per share
 for the period ( denominator)     6,473,315         1,110,000         2,386,560
</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) 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

<PAGE>18

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 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.


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



<PAGE>19

changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we
carried out our evaluation.

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


                               PART 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

<PAGE>20

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
percent 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).

Code of Ethics

     Due to the lack of operations, the Company has not adopted a code
of ethics.  A code of ethics will be adopted 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

<PAGE>21

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
percent 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>
     Name of Beneficial           Number of Shares of   Percent of Common Stock
           Owner                     Common Stock          Outstanding (1)(2)
---------------------------       -------------------   -----------------------

                               <c>                   <c>
David Shamy
  (Director/ President/ CEO/ CFO)      20,000,030 (3)          89.75 percent
Phil Ray
  (Director/ Vice-President)               17,765 (4)           0.08 percent
All Officers & Directors as a group
  (David Shamy and Phil Ray)           20,017,795              89.83 percent

Constantino Galaxidas
  Real Estate Money
  Purchase Pension Plan                    66,667 (5)           0.30 percent
Richard From                              677,436 (5)(6)        3.04 percent
John From                                 652,235 (5)           2.93 percent
Carl Hsu                                   66,667 (5)           0.30 percent
William Minor                             200,000 (5)           0.90 percent
Todd Fuller                               144,230 (5)           0.65 percent
Peyton, Chandler & Sullivan               225,000 (5)           1.01 percent
Altavilla Family Trust                    311,500 (5)           1.40 percent
Marlin Molinaro                            66,750 (5)           0.30 percent
Alan Schoaf                                66,670 (5)           0.30 percent
G. Alfred Roensch, TTEE,
  G. Alfred Roensch Trust                  12,500 (5)           0.06 percent
</TABLE>


(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



<PAGE>22

cancel such shares.  It is expected that all such shares will 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 percent 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 and certain services performed or
to be performed in connection with the contemplated Merger.

(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.



<PAGE>23


     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 will be formed
which will 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 will be in place following completion of the
proposed Merger.


                               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.

                               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:
On December 15, 2003, the Company entered into a non-binding letter of
intent ("LOI") with Intraop Medical, Inc. by which Intraop Medical,
Inc. would sell, merge, consolidate, or otherwise transfer all

<PAGE>24

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.




<PAGE>25
                               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:  April 13, 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.

      Signature                      Title                  Date





/s/ DAVID SHAMY
-------------------------
(David Shamy)               Chief Executive Officer/    April 13, 2004
                            President/ Chief Financial
                            Officer/ Director





/s/ PHIL RAY
-------------------------
(Phil Ray)                  Vice President/             April 13, 2004
                            Treasurer/ Director




<PAGE>26
                              EXHIBIT 31.1


              CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                        CHIEF FINANCIAL OFFICER

I, David Shamy, President/ Chief Executive Officer and Chief Financial
Officer of the Company, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Intraop
Medical Corporation;

2.  Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:

  (a)  designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;

  (b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of a date within 90 days prior to the filing date of this annual report
(the "Evaluation Date"); and

  (c)  presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

  (a)  all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and

  (b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.



<PAGE>27

6.  The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in the
internal controls or in other facts that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.





                                  By:  /s/ DAVID SHAMY
                                     ------------------------------
                                     David Shamy
                                     Chief Executive Officer/
                                     President / Chief Financial
                                     Officer


Dated:  April 13, 2004




<PAGE>28
                              EXHIBIT 32.1

              CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                        CHIEF FINANCIAL OFFICER
                              PURSUANT TO
                         18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO
              SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report on Form 10-KSB (the "Report")
of Intraop Medical Corporation (the "Company") for the year ended
December 31, 2003, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, David Shamy, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.





                                  By:  /s/ DAVID SHAMY
                                     -------------------------
                                     David Shamy
                                     Chief Executive Officer/
                                     President / Chief Financial
                                     Officer


April 13, 2004

A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon
request.