10QSB/A 1 h23765a1e10qsbza.txt POWER 3 MEDICAL PRODUCTS, INC. - SEPTEMBER 30, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-QSB/A AMENDMENT NO. 1 ---------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NO. 0-24921 ---------- POWER 3 MEDICAL PRODUCTS, INC. (Exact name of small business issuer as specified in its charter) NEW YORK 65-0565144 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
3400 RESEARCH FOREST DRIVE, SUITE B2-3 WOODLANDS, TEXAS 77381 (Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (281) 466-1600 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of November 15, 2004, there were 62,252,930 shares of voting common stock of the registrant issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] EXPLANATORY NOTE This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2004, as originally filed on November 15, 2004, is being filed solely to refile Exhibits 10.1, 10.2 and 10.3. These exhibits were previously filed with our Quarterly Report on Form 10-QSB on November 15, 2004 in conjunction with a request for confidential treatment. The redactions to Exhibits 10.1, 10.2 and 10.3 have been amended in accordance with a revised request for confidential treatment filed separately by Power 3 Medical with the Securities and Exchange Commission. An amended list of exhibits is set forth below. Except as described above, no other changes have been made to the Report. This Amendment No. 1 does not update any other disclosures to reflect developments since the original date of filing. PART II ITEM 6. EXHIBITS (a) Each of the following exhibits is incorporated by reference or filed herewith:
Exhibit No. Description ----------- ----------- 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 2.5 to the Company's Form 10-SB filed on September 28, 1998). 3.2 Certificate of Merger (incorporated by reference to Exhibit 2.7 to the Company's Form 10-SB filed on September 28, 1998). 3.3 Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 2.9 to the Company's Form 10-SB filed on September 28, 1998). 3.4 Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 3.(I).10 to the Company's Form S-3 filed on March 2, 2000). 3.5 Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on November 5, 2004). 3.6 Bylaws (incorporated by reference to Exhibit 2.10 to the Company's Form 10-SB filed on September 28, 1998). 4.1 Form of Convertible Debenture Due October 28, 2007 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 3, 2004). 4.2 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 3, 2004). 4.3 Form of Additional Investment Right (incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed on November 3, 2004). 10.1*+ Exclusive License Agreement dated effective as of June 28, 2004 by and between Baylor College of Medicine and Power 3 Medical Products, Inc. 10.2*+ Patent and Technology License Agreement dated August 1, 2004 by and between The Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center, and Power 3 Medical Products, Inc. 10.3*+ Patent and Technology License Agreement dated September 1, 2003 by and between The Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center, and Advanced Bio/Chem, Inc. (d/b/a ProteEx). 31.1* Certification of Power 3 Medical Products, Inc.'s Chief Executive Officer, Steven B. Rash, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 31.2* Certification of Power 3 Medical Products, Inc.'s Chief Financial Officer, Michael J. Rosinski, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Pursuant to Section 906. 32.2** Certification Pursuant to Section 906.
* Filed with this report. ** Previously furnished. + Portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. SIGNATURES In accordance with the requirements 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. Dated: March 28, 2005 POWER 3 MEDICAL PRODUCTS, INC. By: /s/ Steven B. Rash ------------------------------------ Steven B. Rash Chief Executive Officer EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 3.1 Certificate of Incorporation (incorporated by reference to Exhibit 2.5 to the Company's Form 10-SB filed on September 28, 1998). 3.2 Certificate of Merger (incorporated by reference to Exhibit 2.7 to the Company's Form 10-SB filed on September 28, 1998). 3.3 Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 2.9 to the Company's Form 10-SB filed on September 28, 1998). 3.4 Certificate of Amendment of the Certificate of Incorporation (incorporated by reference to Exhibit 3.(I).10 to the Company's Form S-3 filed on March 2, 2000). 3.5 Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on November 5, 2004). 3.6 Bylaws (incorporated by reference to Exhibit 2.10 to the Company's Form 10-SB filed on September 28, 1998). 4.1 Form of Convertible Debenture Due October 28, 2007 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 3, 2004). 4.2 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 3, 2004). 4.3 Form of Additional Investment Right (incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed on November 3, 2004). 10.1*+ Exclusive License Agreement dated effective as of June 28, 2004 by and between Baylor College of Medicine and Power 3 Medical Products, Inc. 10.2*+ Patent and Technology License Agreement dated August 1, 2004 by and between The Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center, and Power 3 Medical Products, Inc. 10.3*+ Patent and Technology License Agreement dated September 1, 2003 by and between The Board of Regents of The University of Texas System, on behalf of The University of Texas M.D. Anderson Cancer Center, and Advanced Bio/Chem, Inc. (d/b/a ProteEx). 31.1* Certification of Power 3 Medical Products, Inc.'s Chief Executive Officer, Steven B. Rash, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 31.2* Certification of Power 3 Medical Products, Inc.'s Chief Financial Officer, Michael J. Rosinski, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Pursuant to Section 906. 32.2** Certification Pursuant to Section 906.
* Filed with this report. ** Previously furnished. + Portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.