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


                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, 2004
                                                                  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 March 7, 2005,  the  aggregate  market value of the voting Common
Stock  held  by  non-affiliates  of  the  registrant   (2,266,205   shares)  was
approximately  $3,421,970 based upon the last reported sales price of our Common
Stock as reported by the  Over-The-Counter  Bulletin Board on that date of $1.51
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 March 7, 2005 was
22,284,000.


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


<PAGE>

                           Forward-Looking Statements.

         This Annual Report on Form 10-KSB 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.

         The Board of Directors of the Company approved the merger on February
24, 2004, the Target's Board of Directors approved the merger on February 12,
2004. In addition, the merger was approved by the Company's majority stockholder
on September 3, 2004, and by the Target's stockholders on July 13, 2004.

         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 expects to issue approximately 14,500,000 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 3,450,000 shares. Assuming that all of the
cancelable shares held by Mr. Shamy are cancelled and retired, there is
currently expected to be approximately 21,200,000 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).

                                       2
<PAGE>

         The Merger Agreement is subject to a number of important conditions,
including 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 it is expected
that the Merger would occur not later than March 15, 2005. 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. 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.

         On September 3, 2004, the Company submitted the merger agreement and
the transactions contemplated thereby to the approval of the Company's majority
stockholder, Mr. David Shamy, who approved the merger agreement and the
transactions contemplated thereby on September 3, 2004 by written consent. On
February 11, 2004, the Company mailed an Information Statement for Written
Consent of Stockholders of the Company dated February 11, 2004 to inform the
Company's stockholders of such actions taken by written consent in lieu of a
special meeting.

                                     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, all are
currently tradable without restriction in the public market under SEC 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.

         The following table sets forth the high and the low sales prices as
reported on the over the counter market for shares of our common stock for the
periods indicated. Such prices represent prices between dealers, do not include
retail mark-ups, mark-downs or commissions and may not represent actual
transactions:

                  Fiscal 2004               High              Low
                  -----------------------------------------------
                  Fourth Quarter            $1.90             $1.00
                  Third Quarter             $1.40             $0.55
                  Second Quarter            $2.25             $1.05
                  First Quarter             $2.25             $1.75


                                       3
<PAGE>



     (b) Holders.

         On March 2, 2005, there were approximately 57 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.

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 stock split to the holders of the Company's Common Stock. On
October 3, 2003, certain of the Company's stockholders agreed to sell to Peyton,
Chandler & Sullivan, Inc. ("PCS") and its assigns 2,264,735 shares of the
Company's Common Stock representing approximately 10% of the Company's
outstanding Common Stock. On December 15, 2003, the Company entered into a
non-binding letter of intent to merge with Intraop Medical, Inc., a
privately-held Delaware corporation (the "Target"). On February 24, 2004, the
Company signed a definitive agreement and plan of reorganization with the
Target. The Merger Agreement was approved by the Company's Board of Directors on
February 24, 2004, and by the Target's Board of Directors on February 12, 2004.
In addition, the merger was approved by the Company's majority stockholder,
David Shamy, on September 3, 2004, and by the Target's stockholders on July 13,
2004. The Merger is subject to a number of important conditions, including the
satisfaction by the Target of its due diligence investigation of the Company and
the satisfaction of customary closing conditions contained in the Merger
Agreement. If all such conditions are met or waived, the Merger is expected to
be completed no later than March 15, 2005, 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 March 31, 2005, either the Target or the Company may terminate the
Merger.

                                       4
<PAGE>

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

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



Item 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                                                            6

         Financial Statements:

              -  Consolidated Balance Sheets at December 31, 2004                                7

              -  Consolidated Statements of Operations for the years ended                       8
                  December 31, 2004 and 2003 and for the period from
                  November 5, 1999 through December 31, 2004

               -  Consolidated Statement of Stockholders' Equity (Deficit) from                  9
                  the date of inception on November 5, 1999 through December 31, 2004

               -  Consolidated Statements of Cash Flows for the years ended                      11
                   December 31, 2004 and 2003 and for the period from inception on
                   November 5, 1999 through December 31, 2004

         Notes to the Financial Statements                                                       12

</TABLE>


                                       5
<PAGE>




Intraop Medical Corporation and Subsidiary
(Formerly Digitalpreviews.com, Inc. and Subsidiary)
(A Development Stage Company)
Salt Lake City, Utah


                Report of Independent Registered Accounting Firm
                ------------------------------------------------


We have audited the accompanying consolidated balance sheets of Intraop Medical
Corporation and Subsidiary (A Development Stage Company) (formerly
Digitalpreviews.com, Inc.) as of December 31, 2004, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2004 and 2003, and for the period from inception on November
15, 1999 through December 31, 2004. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance 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,
significant estimates made by management and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material aspects, the consolidated financial position of Intraop Medical
Corporation and Subsidiary (formerly Digitalpreviews.com, Inc. and Subsidiary)
as of December 31, 2004, and the consolidated results of its operations and cash
flows for the years ended December 31, 2004 and 2003, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that Intraop Medical Corporation 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 its 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 and Associates CPA's, Inc.

Madsen & Associates CPA's, Inc.
March 8, 2005
Salt Lake City, Utah





                                       6
<PAGE>





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




ASSETS                                                         December 31, 2004
  Current Assets
    Cash in bank                                                  $         9
      Total Current Assets                                                  9

  Other Assets
      Deferred Stock Offering Costs                                         -
  Total Other Assets                                                        9


        TOTAL ASSETS                                              $         9

LIABILITIES & STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                              $    30,597
    Note payable - shareholder                                          5,000
      Total Liabilities                                                35,597
  Stockholders' Equity
    Preferred stock, $.001 par value, 5,000,000 shares                      -
    authorized, no share issued and outstanding
    Common stock, $.001 par value, 50,000,000 shares                   22,284
    authorized, 22,284,000 shares issued and outstanding
    Capital in excess of par value                                     59,161
    Deficit accumulated during the development stage                 (117,033)
      Total Stockholders' Equity                                      (35,588)
        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $         9

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

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



                                       7
<PAGE>



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

<TABLE>
<CAPTION>

                                                  For the year           For the year           November 5, 1999
                                                ended December 31,     ended December 31,    (date of inception) to
                                                       2004                   2003             December 31, 2004
                                               -------------------     ------------------    ----------------------
<S>                                             <C>                      <C>                    <C>
Revenue                                         $           -            $           -          $           -
Expenses
  General and Administrative                           30,681                   35,803                117,033
                                               -------------------     ------------------    ----------------------
Net (loss) before income taxes                        (30,681)                 (35,803)              (117,033)
Current Tax Expense                                         -                        -                      -
Deferred Tax Expense                                        -                        -                      -
    Net (loss)                                  $     (30,681)           $     (35,803)         $    (117,033)
                                               -------------------     ------------------    ----------------------
Loss Per Common Share                                    (.00)                    (.00)                  (.01)

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

</TABLE>






                                       8
<PAGE>
<TABLE>
<CAPTION>



                                              INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                                                     (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004

                                   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.

                                       9
<PAGE>


<TABLE>
<CAPTION>
                                    INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                                           (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       FROM NOVEMBER 5, 1999 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004


                                     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)

Net (loss) for period                       -         -           -        -          -     (30,681)

------------------------------------ ---------------------------------------------------------------
Balance, December 31, 2004                  -        $-  22,284,000  $22,284    $59,161   $(117,033)
==================================== ===============================================================
</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.


                                       10


<PAGE>

<TABLE>
<CAPTION>

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

                                                             For the nine      For the nine      November 5, 1999
                                                             months ended      months ended    (date of inception)
                                                           December 31, 2004 December 31, 2003 to December 31, 2004
                                                           ----------------- ----------------- --------------------
<S>                                                                <C>               <C>                 <C>
Cash Flows Provided by  Operating Activities:
 Net Loss                                                          $(30,681)         $(35,803)           $(117,033)
 Adjustments to reconcile net loss to net cash used by
  operating activities:
  Bad debt expense                                                        -                 -               15,000
 Changes in assets and liabilities:
  Accounts payable                                                   30,597           (31,310)              30,597
  Note payable - shareholder                                              -                 -                5,000
                                                           ----------------- ----------------- --------------------
 Net Cash Provided (Used) by Operating Activities                       (84)          (67,113)             (66,436)

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               42,700
                                                           ----------------- ----------------- --------------------
  Net Cash Provided (Used) by Financing Activities                        -            63,487               81,445
  Net Increase (Decrease) in Cash                                       (84)           (3,626)                   9
  Cash at Beginning of Period                                            93             3,719                    -
                                                           ----------------- ----------------- --------------------
  Cash at End of Period                                                  $9               $93                   $9

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


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

</TABLE>

                                       11

<PAGE>

                   INTRAOP MEDICAL CORPORATION AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - The Company was organized under the laws of the State of Nevada
on November 5, 1999 under the name DigitalPreviews.com ("Parent").
Dialaclass.com, Inc. ("Subsidiary") was organized under the laws of the State of
Nevada on March 26, 1999.

On October 1, 2003, the Company spun-off its wholly-owned subsidiary,
Dialaclass.com, Inc., to its shareholders of record by dividending to such
shareholders all of the shares of Dialaclass.com, Inc. Dialaclass.com, Inc. had
had no operations or assets from the date of inception to the time of the
spin-off. There were no costs associated with the formation of Dialaclass.com,
Inc., and at the time of the spin-off the shares of Dialaclass.com, Inc. had no
value.

On January 21, 2004, the Company filed a Certificate of Amendment with the
Secretary of State of Nevada to change the name of the Company from
DigitalPreviews.com, Inc. to Intraop Medical Corporation. The Company has been
seeking viable business opportunities but has not commenced operations as of
December 31, 2004. The Company has not yet generated any revenues from its
planned principal operations and is considered a development stage company as
defined in Statement of Financial Accounting Standards No. 7. The Company has,
at the present time, not paid any dividends and any dividends that may be paid
in the future will depend upon the financial requirements of the Company and
other relevant factors.

Consolidation - The consolidated financial statements include the accounts of
Parent and the wholly owned Subsidiary. All significant intercompany
transactions have been eliminated in consolidation.

Stock Offering Costs - Costs related to proposed stock offerings are deferred
until the offering is completed and are offset against the proceeds of the
offering as a reduction to capital in excess of par value. In the event a stock
offering is unsuccessful, the costs related to the offering will be written-off
directly to expense.

Revenue Recognition - The Company has not yet generated any revenue. The Company
will recognize revenue when income is earned.

Interest Income - The Company recognizes interest income on impaired loans in
the period when payment is received.

Research and Development - Research and development costs are expensed as
incurred.

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per Share."

Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Accounting Estimates - The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amount of revenues and
expenses during the reported period. Actual results could differ from those
estimated.


                                       12

<PAGE>


NOTE 2 - BUSINESS REORGANIZATION

On May 1, 2000 the Company entered into an Agreement and Plan of Reorganization
wherein Parent acquired all the issued and outstanding shares of common stock of
Subsidiary in a stock for stock exchange. Parent issued 1,200,000 shares of
common stock in the exchange. Parent and Subsidiary had similar ownership at the
time of reorganization and were considered to be entities under common control.
Accordingly, the reorganization has been recorded in a manner similar to a
pooling of interest. The results of operations of Subsidiary have been included
in the consolidated financial statements since the date of inception of
Subsidiary.

NOTE 3 - IMPAIRED NOTE RECEIVABLE

On August 18, 2000 the Company signed a 30-day note receivable with
Thinmillionaire.com, Inc. The Company loaned $15,000 to Thinmillionaire.com,
Inc. at 10% interest per annum. As an incentive, Thinmillionaire.com, Inc.
agreed to issue 3,000 shares of common stock to the Company.

Thinmillionaire.com, Inc. defaulted on the note and a new note was signed on
January 5, 2001 for the outstanding principal and accrued interest for a total
of $15,579. The new note was due June 5, 2001 and accrued interest at 10% per
annum. As an incentive, Thinmillionaire.com, Inc. agreed to issue 6,000 shares
of common stock to the Company.

Thinmillionaire.com, Inc. defaulted on the new note receivable.

Thinmillionaire.com, Inc. does not currently have the resources to repay the
note and the note receivable is considered impaired. Although the Company
intends to continue its efforts to collect the impaired note receivable, an
allowance for doubtful accounts has been accrued for the amount of the impaired
note receivable and no interest income has been recognized. A bad debt expense
of $15,000 was recorded as part of general and administrative expense in
December 2000. A summary of the impaired note receivable is as follows:

                                                 December 31, 2004
                                                 -----------------
     Note Receivable                              $     15,000
     Less:  Allowance for Doubtful Account             (15,000)
                                                 -----------------
                                                  $          -

NOTE 4 - MANUSCRIPT AND TRANSCRIPTS

The Company paid $14,831 from January through December 2002 to consultants to
prepare a manuscript about online investing with accompanying transcripts for
audiotapes and a handbook. The costs of the manuscript and transcripts are
considered research and are included in general and administrative expense.

NOTE 5 - CAPITAL STOCK

Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, which such rights, preferences and designations and to
be issued in such series as determined by the Board of Directors. No shares are
issued and outstanding at September 30, 2004.

Common Stock - On September 25, 2003 the shareholders of the Company voted to
effect a 20 for 1 forward split of the Company's outstanding common stock
effective October 1, 2003. The number of shares of outstanding common stock was
increased from 1,114,200 shares to 22,284,000 shares of common stock as a result
of this forward split. The financial statements and all share amounts contained
herein have been restated retroactively to the date of inception to give effect
to the stock split.

During December 1999, in connection with its organization, the Company issued
20,000,000 shares of its previously authorized, but unissued common stock.. The
shares were issued for cash in the amount of $5,000 (or $.005 per share).

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).

                                       13

<PAGE>

During May 2000, in connection with the business reorganization, Parent issued
1,200,000 shares of common stock in exchange for 60,000 shares of Subsidiary
common stock.

During May 2002, the Company issued 84,000 shares of its previously authorized
but unissued common stock. The shares were issued for cash in the amount of
$4,200 (or $1.00 per share).

In December of 2003 a shareholder contributed $38,745 for payment of accounts
payable and operating expenses. The shareholder received no common stock for
this capital contribution.

NOTE 6 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes." SFAS No. 109
requires the Company to provide a net deferred tax asset/liability equal to the
expected future tax benefit/expense of temporary reporting differences between
book and tax accounting methods and any available operating loss or tax credit
carry forwards.

The Company has available at December 31, 2004, unused operating loss carry
forwards of $117,033. 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, 2004, the Company has not paid any
compensation to any officer or director of the Company

Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his office as
a mailing address, as needed. The cost is minimal and has not been recorded as a
expense of the Company.

NOTE 8 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principals, which contemplate
continuation of the Company as a going concern. However, the Company has
incurred losses since its inception and has not yet been successful in
establishing profitable operations. Further, the Company has current liabilities
in excess of current assets. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise the necessary additional funds not provided by
operations through loans or through additional sales of their common stock.
There is no assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

                                       14

<PAGE>


NOTE 9 - LOSS PER SHARE

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

<TABLE>

                                                                                               November 5, 1999
                                                      For the year ended For the year ended (date of inception) to
                                                      December 31, 2004  December 31, 2003    December 31, 2004
                                                      ------------------ ------------------ ----------------------

<S>                                                            <C>                <C>                   <C>
Loss from Continuing operations available
  to common shareholders (numerator)                           $(30,681)          $(35,803)             $(117,033)

Weighted average of common shares
  outstanding used in loss per share for the
  period ( denominator)                                      22,284,000         22,284,000             22,144,612
</TABLE>


Dilutive loss per share was not presented as the Company had no common stock
equivalent shares for all period presented that would affect the computation of
diluted loss per share.


NOTE 10 - MERGER AGREEMENT

On October 3, 2003 certain of the Company's shareholders agreed to sell to
Peyton, Chandler & Sullivan, Inc. (PCS) and its assigns 2,264,735 shares of the
Company's common stock representing approximately ten (10%) percent of the
Company's common stock. On December 15, 2003, the Company signed a non-binding
letter of intent to acquire substantially all of the assets of Intraop Medical,
Inc. and assume certain liabilities and obligations of that Company. Intraop
Medical, Inc. manufactures and sells specialized medical equipment.

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

The Board of Director's of the Company approved the merger on February 24, 2004,
the Target's Board of Directors approved the merger on February 12, 2004. In
addition, the merger was approved by the Company's majority stockholder on
September 3, 2004, and by the Target's stockholders on July 13, 2004.


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

On July 31, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to September 30, 2004 the date after which, should the
merger not be complete, either party may terminate the merger.

On November 15, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to December 31, 2004 the date after which, should the merger
not be complete, either party may terminate the merger.

On December 20, 2004, the Company and the Target agreed to amend the Merger
Agreement to extend to March 31, 2005 the date after which, should the merger
not be complete, either party may terminate the merger.


                                       15


<PAGE>

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, the date of PSH's resignation. In
2003, PSH declined to audit the financial statements of the Company for the
fiscal year ended December 31, 2002 based upon its concern that its independence
from the Company had been compromised by unpaid invoices in the amount of $7,518
issued to the Company by PHS for past services. These amounts were subsequently
paid on or about December 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. During the registrant's two most recent fiscal
year's ended December 31, 2001 and December 31, 2002 and the subsequent interim
period ended or through April 5, 2003 there were no disagreements, resolved or
not, with the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.

    Madsen & Associates, CPAs Inc., a Salt Lake City, Utah corporation 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.Madsen & Associates CPAs, Inc. was not consulted regarding any
accounting matters prior to being retained as the independent auditor.


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.

         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.


                                       16

<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

Directors and Officers.

         As of the date of the filing of this report, David Shamy (age 52) is
the only executive officer and Director of the Company. In addition to being a
Director, Mr. Shamy holds the positions of President, Chief Executive Officer,
Chief Financial Officer and Secretary of the Company. Phil Ray (age 67) was a
Director, Vice President and Treasurer of the Company from September 2003 to
March 7, 2005, the effective date when he resigned from such positions.

         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 7,800 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 has been a Director and officer of the Company since September
2003 to March 7, 2005, when he resigned from such positions with the Company.
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.

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 were the sole directors and officers of the Company
until March 7, 2005. As of March 7, 2005, Mr. Ray resigned as director and
officer of the Company, thus resulting in Mr. Shamy remaining the sole director
and officer of the Company. Mr. Shamy (Director, Chief Executive, Chief
Financial Officer and Secretary 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 been a Director and
Vice-President/ Treasurer of the Company since September 24, 2003 to March 7,
2005 (the effective date of his resignation) and has received no compensation
for his services nor has the Company accrued any deferred compensation for his
services.
    The Company has no option or stock compensation plans.

                                       17

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

         The following table sets forth certain information as of March 7, 2005
(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 and (ii) the sole director and executive officer of the Company.

Beneficial ownership with respect to persons who are not directors or executive
officers was determined solely by reference to filings with the Securities and
Exchange Commission under Sections 13(d) and 13(g) of the Securities Exchange
Act of 1934. There are 22,284,000 shares of Company Common Stock outstanding:

<TABLE>


                                              Number of Shares of  Percent of Common Stock
Name of Beneficial Owner                          Common Stock         Outstanding (1)
------------------------------------------    -------------------- -----------------------
<S>                                                 <C>        <C>                  <C>
David Shamy
   (Director/ President/ CEO/ CFO)                  20,000,030 (2)                  89.75%

Constantino Galaxidas Real Estate Money
 Purchase Pension Plan                                  66,667 (3)                   0.30%
Richard From                                        677,436 (3)(4)                   3.04%
John From                                              652,235 (3)                   2.93%
Carl Hsu                                                66,667 (3)                   0.30%
William Minor                                          200,000 (3)                   0.90%
Todd Fuller                                            144,230 (3)                   0.65%
Peyton, Chandler & Sullivan                            225,000 (3)                   1.01%
Altavilla Family Trust                                 311,500 (3)                   1.40%
Marlin Molinaro                                         66,750 (3)                   0.30%
Alan Schoaf                                             66,750 (3)                   0.30%
G. Alfred Roensch, TTEE, G. Alfred Roensch
 Trust                                                  12,500 (3)                   0.06%
</TABLE>

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

(2) 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 19,932,265 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.

(3) 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.

                                       18

<PAGE>

(4) 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, the sole Director of the Company and the Company's
principal stockholder 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 $3,950 for fiscal year
     2003 and an aggregate of $4,000 for fiscal year 2004 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. The Company has paid an aggregate of $750 and $600 in fiscal
     year 2004 and fiscal year 2003, respectively 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.

                                       19

<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.

                                  EXHIBIT INDEX

Exhibit
Number                                 Description
-------     ------------------------------------------------------------------
 2.1        Agreement and Plan of Reorganization dated February 24, 2004, by
            and among Intraop Medical Corporation and Intraop Medical, Inc. (1).

 2.2        Amendment to Agreement and Plan of Reorganization made and entered
            into as of June 29, 2004, by and among Intraop Medical, Inc. and
            Intraop Medical Corporation (2).
 2.3        Second Amendment to Agreement and Plan of Reorganization made and
            entered into as of July 30, 2004, by and among Intraop Medical, Inc.
            and Intraop Medical Corporation (3).
 2.4        Third Amendment to Agreement and Plan of Reorganization made and
            entered into as of November 15, 2004, by and among Intraop Medical,
            Inc. and Intraop Medical Corporation (4).
 2.5        Fourth Amendment to Agreement and Plan of Reorganization made and
            entered into as of December 20, 2004, by and among Intraop Medical,
            Inc. and Intraop Medical Corporation (5).
 3.1        Articles of Incorporation (6)
 3.2        By-Laws (6)
 4.1        Agreement for the Purchase of Common Stock dated October 3, 2003 (7)
 23         Consent of Madsen & Associates, CPAs Inc.
31.1        Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1        Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)      Previously filed as an exhibit to the Company's 8-K Report filed on
         February 25, 2004.

(2)      Previously filed as an exhibit to the Company's 8-K Report filed on
         June 30, 2004.

(3)      Previously filed as an exhibit to the Company's Form 10-QSB filed on
         August 16, 2004.

(4)      Previously filed as an exhibit to the Company's Form 10-QSB filed on
         November 18, 2004.

(5)      Previously filed as an exhibit to the Company's Form 8-K Report filed
         on December 23, 2004.

(6)      Previously filed as an exhibit to the Company's Form SB-2 on September
         5, 2000.

(7)      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 27, 2005, the Company filed a Current Report on Form
8-K/A amending the Current Report on Form 8-K/A filed on January 4, 2004, with
respect to the change in the Company's certifying accountant, effective April 5,
2003.

         (2) On January 4, 2005, the Company filed a Current Report on Form
8-K/A amending the Current Report on Form 8-K filed on December 23, 2004, with
respect to the change in the Company's certifying accountant, effective April 5,
2003.

         (3) On December 23, 2004, the Company filed a Current Report on Form
8-K reporting that the Company and Intraop Medical, Inc. have entered into a
Fourth Amendment to Agreement and Plan of Reorganization, as of December 20,
2004 (the "Fourth Amendment"), extending to March 31, 2005, the date after
which, should the merger not be complete, either party may terminate the merger
agreement.

         (4) On October 19, 2004, the Company filed a Current Report on Form 8-K
reporting changes in the Company's certifying accountant with respect to the
change in the Company's accounting firm effective April 5, 2003.

                                       20

<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:  March 8, 2005

    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>
   Signature                            Title                                  Date

<S>               <C>                                                      <C>
/s/ DAVID SHAMY    Chief Executive Officer/ President/ Chief Financial     March 8, 2005
---------------                     Officer/ Director
 (David Shamy)

</TABLE>