-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKACYAyjIuapKeq5t/XnDqX7aqmO1+KQbOMskc1YMw2/lGr7wVG/PZYwtITjD2UU abpmhdRzvx7tm72wMKr47g== 0001070876-03-000140.txt : 20031008 0001070876-03-000140.hdr.sgml : 20031008 20031008114951 ACCESSION NUMBER: 0001070876-03-000140 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER 3 MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0001063530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 650565144 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24921 FILM NUMBER: 03932832 BUSINESS ADDRESS: STREET 1: 8374 MARKET STREET STREET 2: SUITE 439 CITY: BRADENTON STATE: FL ZIP: 34202 BUSINESS PHONE: 9413603039 MAIL ADDRESS: STREET 1: 8374 MARKET STREET STREET 2: SUITE 439 CITY: BRADENTON STATE: FL ZIP: 34202 FORMER COMPANY: FORMER CONFORMED NAME: SURGICAL SAFETY PRODUCTS INC DATE OF NAME CHANGE: 19980924 10QSB 1 power10qsb093003.htm QUARTERLY REPORT power10qsb093003


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
(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, 2003

        [ ] TRANSITION REPORT UNDER 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.
                       fka Surgical Safety Products, Inc.
                 (Name of small business issuer in its charter)

          New York                                       65-0565144
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


 8374 Market Street, Number 439
 Bradenton, Florida                                         34202
(Address of principal executive offices)                  (Zip Code)

                                 (941) 360-3039
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)

        As of September 30, 2003, there are 1,012,830 shares of voting common stock
of the registrant issued and outstanding and 3,990,000 shares of Series A
Preferred stock outstanding.

    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



                                       1



                                      INDEX


        Part I. FINANCIAL INFORMATION (UNAUDITED)

        Item 1.  Financial Statements

                 Condensed Consolidated Balance Sheet                       4

                 Condensed Consolidated Statements of Operations            5

                 Condensed Consolidated Statements of Cash Flows            6

                 Notes to Condensed Consolidated Financial Statements       7

        Item 2.  Management's Discussion and Analysis of Financial          11
                 Condition and Results of Operations


        Part II. OTHER INFORMATION

        Item 1.  Legal Proceedings                                          14

        Item 2.  Changes in Securities                                      14

        Item 3.  Defaults Upon Senior Securities                            14

        Item 4.  Submission of Matters to a Vote of Security Holders        14

        Item 5.  Controls and Procedures                                    14

        Item 6.  Exhibits and Reports on Form 8-K                           15

        SIGNATURES                                                          15

        CERTIFICATIONS                                                      16




                                       2



                          PART I. FINANCIAL INFORMATION


        This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of Power 3 Medical
Products, Inc fka Surgical Safety Products, Inc. or its management with respect
to future activities or other future events or conditions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements are usually
identified by the use of words such as "believes," "will," "anticipates,"
"estimates," "expects," "projects," "plans," "intends," "should," "could," or
similar expressions. Investors are cautioned that all forward-looking statements
involve risks and uncertainty, including, without limitation, variations in
quarterly results, volatility of Power 3 Medical Products, Inc. fka Surgical
Safety Products, Inc.'s stock price, development by competitors of new or
competitive products or services, the entry into the market by new competitors,
the sufficiency of Power 3 Medical Products, Inc. fka Surgical Safety Products,
Inc.'s working capital and the ability of Power 3 Medical Products, Inc. fka
Surgical Safety Products, Inc. to retain management, to implement its business
strategy, to assimilate and integrate any acquisitions, to retain customers or
attract customers from other businesses and to successfully defend itself in
ongoing and future litigation. Although Power 3 Medical Products, Inc. fka
Surgical Safety Products, Inc. believes that the assumptions underlying the
forward-looking statements contained in this Report are reasonable, any of the
assumptions could be inaccurate, and, therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included in this Report, the inclusion of such
information should not be regarded as a representation by Power 3 Medical
Products, Inc. fka Surgical Safety Products, Inc. or any other person that the
objectives and plans of Power 3 Medical Products, Inc. fka Surgical Safety
Products, Inc. will be achieved. Except for its ongoing obligation to disclose
material information as required by the federal securities laws, Power 3 Medical
Products, Inc. fka Surgical Safety Products, Inc. undertakes no obligation to
release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events. Accordingly, the reader should not rely on
forward-looking statements, because they are subject to known and unknown risks,
uncertainties, and other factors that may cause our actual results to differ
materially from those contemplated by the forward-looking statements.




                                       3




Item 1. Financial Statements

                         Power 3 Medical Products, Inc.
                       fka Surgical Safety Products, Inc.
                      Condensed Consolidated Balance Sheet
                               September 30, 2003
                                   (Unaudited)

                         ASSETS
Current assets -
  Cash                                                         $     1,405 

TOTAL ASSETS                                                   $     1,405
                                                               ============

         LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:
  Accounts payable and accrued and other liabilities           $   641,127
  Convertible notes payable                                         50,000
  Stockholder advances                                             123,263
  Notes payable - related party                                     54,500
  Other notes payable                                               43,009 
      Total current liabilities                                    911,899 

   Series A, Preferred stock, $.001 par value, 50,000,000
     shares authorized, 3,990,000 shares issued and
     outstanding with a liquidation value  of $399,000             300,000 

Stockholders' (Deficit):
  Common stock, $.001 par value, 150,000,000
     shares authorized, 1,012,830 shares issued and
     outstanding                                                     1,013
  Additional paid-in capital                                     6,323,435
  Accumulated (deficit)                                         (7,534,942)
    Total Stockholders' (deficit)                               (1,210,494)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                  $     1,405
                                                               ============

See the accompanying notes to the condensed consolidated financial statements.




                                       4




                         Power 3 Medical Products, Inc.
                       fka Surgical Safety Products, Inc.
                 Condensed Consolidated Statements of Operations
         Three Months and Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

                                                        Three Months                    Nine Months
                                                    2003             2002          2003            2002
Revenues                                        $        638     $      5,263   $    34,517    $    18,536 

Costs and expenses:
 Costs of revenues earned                                  -            4,380        15,710         17,650
 Loss from impairment and disposition
  of property and equipment                                -                -             -         70,420
 Interest                                              4,198           29,288        17,978         87,162
 Other operating expenses                            134,961          104,226       319,278        443,663 
   Total costs and expenses                          139,159          137,894       352,966        618,895 

Loss from operations                                (138,521)        (132,631)     (318,449)      (600,359)

Other income                                         384,388                -       384,388              - 

Net income (loss)                               $    245,867     $   (132,631)  $    65,939    $  (600,359)
                                                =============    =============  ============   ============

Per share information - basic and  diluted

Net income (loss) per share -basic              $       0.24     $       (.14)  $       .07    $      (.65)
                                                =============    =============  ============   ============

Net income (loss) per share - diluted           $        .00     $       (.14)  $       .00    $      (.65)
                                                =============    =============  ============   ============

Weighted average shares outstanding - basic        1,012,830          980,959     1,012,830        921,191
                                                =============    =============  ============   ============
Weighted average shares outstanding - diluted     40,912,830          980,959    27,612,830        921,191
                                                =============    =============  ============   ============

See the accompanying notes to the condensed consolidated financial statements.





                                       5



                         Power 3 Medical Products, Inc.
                       fka Surgical Safety Products, Inc.
                 Condensed Consolidated Statements of Cash Flows
                  Nine Months Ended September 30, 2003 and 2002
                                   (Unaudited)

                                                        2003              2002
Cash flows from operating activities-
  Net cash (used in) operating activities           $    (87,642)     $   (125,396)

Cash flows from financing activities -
  Net cash provided by financing activities               89,000           125,500 

Increase in cash                                           1,358               104

Cash, beginning of period                                     47               249 

Cash, end of period                                 $      1,405      $        353
                                                    =============     =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of shareholder advances to notes payable $     44,500      $          -
                                                    =============     =============

Conversion of accrued payroll to preferred stock    $    200,000      $          -
                                                    =============     =============

Conversion of convertible notes payable to equity   $      7,500      $          -
                                                    =============     =============

See the accompanying notes to the condensed consolidated financial statements.




                                       6



                         Power 3 Medical Products, Inc.
                       fka Surgical Safety Products, Inc.
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2003
                                   (UNAUDITED)

(1) Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information and Item 310(b) of Regulation S-B.
They do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the consolidated financial
statements of the Company as of December 31, 2002 and for the two years ended
December 31, 2002 and 2001, including notes thereto, included in the Company's
December 31, 2002 Form 10-KSB.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements. The reported amounts of revenues and expenses
during the reporting period may be affected by the estimates and assumptions
management is required to make. Actual results could differ from those
estimates.

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries - C5 Health, Inc. and Power 3 Medical,
Inc. Inter-company transactions and balances have been eliminated in
consolidation.

On September 12, 2003, Surgical Safety Products, Inc. amended its Certificate of
Incorporation to (a) declare a 1:50 reverse split of it common stock (b)
increase the authorized capital to 150,000,000 shares of common stock and
50,000,000 shares of Preferred stock , and (c) change its name to Power 3
Medical Products, Inc. This stock split did not impact and/or reduce the number
of shares that may be issued as a result of the conversion of the outstanding
preferred shares discussed at Note 4. All references to the number of shares in
the accompanying condensed consolidated financial statements and notes thereto
have been adjusted to reflect the stock split as if it occurred on January 1,
2002.

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has experienced recurring losses from
operations and has stockholders' and working capital deficits of $1,210,494 at
September 30, 2003.

The Company's ability to continue as a going concern is contingent upon its




                                       7



ability to attain profitable operations by securing financing and implementing
its business plan and the successful integration of an operating business. In
addition, the Company's ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which the Company operates. Management's plans include searching for an
appropriate merger and/or acquisition target. In the interim, management will
attempt to fund operations by raising debt or equity capital through borrowings
and/or private placements. However, there is no assurance that the Company will
be successful in their efforts to raise capital and/or to locate a suitable
merger or acquisition target, or that such merger or acquisition can be
accomplished on acceptable terms. These factors, among others, indicate that the
Company may be unable to continue as a going concern for a reasonable period of
time.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(2) Net Income (Loss) Per Share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share are calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share are calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods when they would be
anti-dilutive common stock equivalents are not considered in the computation.
Dilutive common stock equivalents consist primarily of preferred shares; each of
which is convertible to ten shares of common stock.

(3) Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes", which requires use
of the liability method. FAS 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted
tax rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled, or realized.

The Company's deferred tax asset resulting from net operating loss carryforwards
is fully offset by a valuation allowance. The Company has recorded a valuation
allowance to state its deferred tax assets at estimated net realizable value due
to the uncertainty related to realization of these assets through future taxable
income.

The provision for income taxes differs from the amount computed by applying the
statutory rate of 34% to income before income taxes due to the effect of the net
operating loss.




                                       8



(4) Related Party Transactions

During the nine months ended September 30, 2003 the following related party
transactions occurred:

        o Notes payable to the Company's President and CFO aggregating $26,000,
          and related accrued interest payable of $7,193, were paid.

        o A stockholder infused $8,000.

        o Stockholder advances of $3,000 infused during the quarter ended March
          31, 2003 were paid.

        o Stockholder advances of $34,500 were converted to notes payable
          bearing interest at between 10% and 12% per annum with one-year
          repayment terms. The notes are unsecured.

        o Total interest recorded during the period on all related party notes
          approximated $7,000.

        o During the quarter ended September 30, 2003, a stockholder advanced
          $20,000 and entered a note payable with the Company bearing interest
          at 10% per annum with a 90-day repayment term. The note is unsecured.

        o A preferred stockholder provided consulting services aggregating
          $30,000 during the quarter ended September 30, 2003. The expenses are
          included in other operating expenses, and accounts payable and accrued
          and other liabilities in the accompanying condensed, consolidated
          financial statements.

(5) Warrants, Redeemable Preferred Stock and Restricted Stock

On March 31, 2003, the Company's Board of Directors authorized and approved
several resolutions, including but not limited to the following:

        o The creation of a 2003 Stock Compensation Plan (for which the maximum
          number of common shares that may be optioned under options and/or
          warrants is 8,000,000) and the filing of Form S-8 to register the
          shares under the 2003 Stock Compensation Plan.

        o Issuance of 50,000 shares of restricted common stock to Resource
          Capital Management, Inc. as consideration for certain services.

        o A series of consultant relationships to assist in business development
          and company and product acquisitions. These consultant agreements are
          encompassed in the 2003 Stock Compensation Plan. These consultants had
          received warrants for 8,000,000 shares of common stock.

        o The authorization of a Series A Preferred Stock consisting of
          4,000,000 shares, and subsequent issuance of 3,990,000 shares of such
          stock in exchange for certain consideration. The preferred stock is
          convertible into ten shares of the Company's common stock (the 50:1
          reverse stock split had no impact on these conversion rights) and
          shall be entitled to receive dividends and distributions on parity
          with the common stock as though the preferred stock conversion had
          occurred prior to the record date for any such dividends and




                                       9



          distributions. In addition, in certain situations, the preferred
          stockholders have the option to require the Company to redeem all of
          the outstanding preferred shares for $10.00 per share. As a result of
          this redemption feature, the Company has reflected the preferred stock
          as a separate line item between liabilities and stockholders' deficit
          in the accompanying condensed consolidated balance sheet.

During the three months ended September 30, 2003, the Company's Board of
Directors rescinded the above mentioned consultant relationships, and agreement
with Resource Capital Management, Inc. As a result thereof, the warrants and
restricted shares mentioned above have been rescinded and canceled.

(6) Other Income

In September 2003, various unsecured liabilities having a carrying value of
approximately $384,000 were extinguished. The transactions resulted because the
age of the payables has led management to conclude that the possibility of
payment of such liabilities is remote. Because none of the liabilities were to
related parties, the extinguishments have been reflected as other income in the
accompanying 2003 condensed consolidated statements of operations.

________________________________________________________________________________






                                       10




Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

        The Company's (SSPD: OTCBB) overall mission is the research, development,
production and distribution of innovative products and services for healthcare.
The Company's sole current product is a traditional safety product called
SutureMate(R)surgical safety device. The Company intends to develop additional
products and services relating to providing a safer and more efficient
environment for healthcare workers, manufacturers and patients and to expand its
operations to provide products and services for immediate communication and
access to information in the healthcare industry while complying with expanding
patient confidentiality regulations. However, no additional products are
currently under development and such additional planned products may never be
developed or offered.

        The Company was relatively inactive during much of 2002 and the first nine
months of 2003 as it sought a merger partner and working capital to carry out
its business plan. The Company currently has a single product, which accounts
for all of its revenue generating operations. This product, the
SutureMate(R)surgical safety device, a patented, disposable, surgical assist
device, was initially introduced in 1993. The SutureMate(R)surgical safety
device allows the surgeon to use a safer, more efficient method of surgical
stitching and has features to prevent accidental needle sticks and assist in
finishing surgical sutures with one hand, including a foam needle-cushion and a
suture-cutting slot. The Company expects to automate the manufacture of the
SutureMate(R) surgical safety device if sales volume can be increased to
economic levels.

        The Company has other products including patented medical devices and other
non-patented digital products which to date have not been fully developed and
have not created significant revenue. The Company does not presently plan to
further develop these products unless it can secure strategic alliances to
assist in development and commercialization of such products. Because, these
products may never be developed to a state of commercial significance or
viability, the Company is seeking to expand its business through the acquisition
of additional products or additional lines of business that do not require
significant development. There can be no assurance that the Company will be
successful in its efforts.

Corporate Developments

On March 31, 2003, the Company's Board of Directors authorized and approved
several resolutions, including but not limited to the following:

        o The creation of a 2003 Stock Compensation Plan (for which the maximum
          number of common shares that may be optioned under options and/or
          warrants is 8,000,000) and the filing of Form S-8 to register the
          shares under the 2003 Stock Compensation Plan.

        o Issuance of 50,000 shares of restricted common stock to Resource
          Capital Management, Inc. as consideration for certain services.




                                       11



        o A series of consultant relationships to assist in business development
          and company and product acquisitions. These consultant agreements are
          encompassed in the 2003 Stock Compensation Plan. These consultants had
          received warrants for 8,000,000 shares of common stock.

        o The authorization of a Series A Preferred Stock consisting of
          4,000,000 shares, and subsequent issuance of 3,990,000 shares of such
          stock in exchange for certain consideration. The preferred stock is
          convertible into ten shares of the Company's common stock (the 50:1
          reverse stock split had no impact on these conversion rights) and
          shall be entitled to receive dividends and distributions on parity
          with the common stock as though the preferred stock conversion had
          occurred prior to the record date for any such dividends and
          distributions. In addition, in certain situations, the preferred
          stockholders have the option to require the Company to redeem all of
          the outstanding preferred shares for $10.00 per share. As a result of
          this redemption feature, the Company has reflected the preferred stock
          as a separate line item between liabilities and stockholders' deficit
          in the accompanying condensed consolidated balance sheet.

During the three months ended September 30, 2003, the Company's Board of
Directors rescinded the above mentioned consultant relationships and agreement
with Resource Capital Management, Inc. As a result, the warrants and restricted
shares mentioned above have been rescinded and canceled. As such, there are no
outstanding warrants as of the date of the filing of this 10-Qsb.

During the nine months ended September 30, 2003, the following related party
transactions occurred:

        o Notes payable to the Company's President and CFO aggregating $26,000,
          and related accrued interest payable, of $7,193 were paid.
        o A stockholder infused $8,000.
        o Stockholder advances of $3,000 infused in the quarter ended March 31,
          2003 were paid.
        o Stockholder advances of $34,500 were converted to unsecured notes
          payable bearing interest at between 10% and 12% per annum with one
          year repayment terms.
        o Total interest recorded during the period on all related party notes
          approximated $7,000.
        o During the quarter ended September 30, 2003, a stockholder advanced
          $20,000 and entered a note payable with the Company bearing interest
          at 10% per annum with a 90-day repayment term. The note is unsecured.
        o A preferred stockholder provided consulting services aggregating
          $30,000 during the quarter ended September 30, 2003. The expenses are
          included in other operating expenses, and accounts payable and accrued
          and other liabilities in the accompanying condensed consolidated
          financial statements.

Results of Operations for the Three Months Ended September 30, 2003 and 2002

        Revenues for the quarter ended September 30, 2003 were $638 compared to
$5,263 for the same period last year, a decrease of $4,625. The decrease is
attributable to an decrease in sales of the SutureMate(R)surgical safety device
during the third quarter of 2003.




                                       12



        Interest expense decreased by $25,090 to $4,198 for the quarter ended
September 30, 2003 compared to $29,288 for the same period last year. The
decrease resulted primarily because certain debt was converted to equity in
December 2002, and certain other debt was considered extinguished as of December
31, 2002.

        Other operating expenses increased by $30,735 to $134,961 for the quarter
ended September 30, 2003 compared to $104,226 for the same period last year.
This increase results primarily from an increase in consulting fees of $30,000.

        Other income increased to $384,388 for the quarter ended September 30, 2003
as compared to $0 for the same quarter in 2002 because various liabilities were
extinguished.

        Net income for the quarter ended September 30, 2003 was $245,867 compared
to a net loss of $(132,631) for the same period last year.

Results of Operations for the Nine Months Ended September 30, 2003 and 2002

        Revenues for the nine months ended September 30, 2003 were $34,517 compared
to $18,536 for the same period last year, an increase of $15,981. The increase
is attributable to an increase in sales of the SutureMate(R)surgical safety
device during the second quarter of 2003.

        Interest expense decreased by $69,184 to $17,978 for the nine months ended
September 30, 2003 compared to $87,162 for the same period last year. The
decrease resulted primarily because certain debt was converted to equity in
December 2002, and certain other debt was considered extinguished as of December
31, 2002.

        Other operating expenses decreased by $124,385 to $319,278 for the nine
months ended September 30, 2003 compared to $443,663 for the same period last
year. This decrease is mainly due to a non-recurring charge of $80,000 (see
Legal Proceedings) that occurred in 2002, and a decrease in rent expense of
approximately $70,000 as a result of the termination of the company's previous
office location.

        Net income for the nine months ended September 30, 2003 was $65,939
compared to a net loss of $(600,359) for the same period last year.

Liquidity and Capital Resources

        As of September 30, 2003 the Company has minimal cash or current assets. In
addition it has a stockholders' deficit of $1,210,494 on September 30, 2003.

        Based on its current operating plan, the Company believes that its existing
resources together with cash generated from operations will not be sufficient to
satisfy the Company's contemplated working capital requirements for the next
fiscal year. The Company anticipates that it will need to raise capital through
the sale of equity interests or borrow funds to sustain its operations. The
Company has no agreements, commitments or understandings with respect to such
debt or equity financing at this time.




                                       13



        The Company has no commitments for capital expenditures at this time.




                           Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

        On March 25, 2002, the Company agreed to pay IBM $20,000 on or before May
31, 2002 as settlement for certain litigation. The settlement was predicated on
the Company paying this amount by May 31, 2002. However, the Company was unable
to pay these funds, and as such, the settlement amount was increased to $100,000
plus interest commencing June 1, 2002. The Company is liable to IBM for $100,000
plus statutory interest from June 1, 2002 as it has missed its threshold payment
date. The Company believes that this settlement was in the best interest of the
Company and its shareholders as it minimized the potential exposure should the
Company have been unsuccessful at trial. The Company charged the additional
$80,000 due to the vendor to operations during 2002.

        The Company knows of no other significant legal proceedings to which it is
a party or to which any of its property is the subject or any unsatisfied
judgments against the Company and knows of no other material legal proceedings
which are pending, threatened or contemplated.

Item 2.  Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

        On August 28, 2003, at a special meeting of shareholders, the Company's
shareholders approved a fifty to one reverse stock split of the Company's common
stock. As a result thereof, all references to the number of shares outstanding
and related part values in the accompanying condensed consolidated financial
statements have been adjusted to reflect the stock split as if it occurred on
January 1, 2002. At the meeting, 40,217,073 shares (after giving consideration
to the 50:1 reverse stock split) voted in favor of the proposal, 0 shares
opposed it, and 0 shares abstained.

Item 5.  Controls and Procedures

        Based on their evaluation, as of a date within 90 days of the filing date
of this Form 10-QSB, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended) are effective. There have been no significant changes in
internal controls or in other factors that could significantly affect these




                                       14



internal controls subsequent to the date of this evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

None

(b)  Reports on Form 8-K

On September 12, 2003, the Registrant filed a Form 8-K reporting that the
Company had amended its Certificate of Incorporation to (a) declare a 1:50
reverse split of it common stock (b) increase the authorized capital to
150,000,000 shares of common stock and 50,000,000 shares of Preferred stock, and
(c) change its name to Power 3 Medical Products, Inc.

                                   SIGNATURES

        Pursuant to 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.

                                   Surgical Safety Products, Inc. (Registrant)

Date: October 7, 2003              By:/s/ Timothy Novak
                                     Timothy Novak
                                     Chairman and Chief Executive Officer


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

Signature             Title                              Date

/s/ Timothy Novak     Chairman and Chief                 October 7, 2003
Timothy Novak         Executive Officer

/s/ R. Paul Gray      Director, Secretary, Treasurer     October 7, 2003
R.  Paul Gray         and Chief Financial Officer



                                       15

EX-31 3 novak31.htm NOVAK EXHIBIT 31 novak31
                                  CERTIFICATION

I, Timothy Novak certify that:

1. I have reviewed this quarterly report on Form 10QSB of Surgical Safety
   Products, Inc.;
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 annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this annual 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 officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this annual report
           is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing of this
           annual report; and
        c. Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize, and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b. Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls; and
6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls
   or in other factors 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.

Date: October 7, 2003

                                                /s/      Timothy Novak
                                                By:      Timothy Novak
                                                Title:   Chief Executive Officer



EX-31 4 gray31.htm GRAY EXHIBIT 31 gray31
                                  CERTIFICATION

I, R. Paul Gray certify that:

1. I have reviewed this quarterly report on Form 10QSB of Surgical Safety
   Products, Inc.;
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 annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this annual 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 officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this annual report
           is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the filing of this
           annual report; and
        c. Presented in this annual report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's ability to
           record, process, summarize, and report financial data and have
           identified for the registrant's auditors any material weaknesses in
           internal controls; and
        b. Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls; and
6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls
   or in other factors 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.

Date: October 7, 2003

                                              /s/      R. Paul Gray
                                              By:      R. Paul Gray
                                              Title:   Chief Financial Officer


EX-32 5 novak32.htm NOVAK EXHIBIT 32 novak32
                      Certification Pursuant to 906 by CFO


CERTIFICATION 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 quarterly report of Surgical Safety Products, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Timothy Novak, Chief Executive Officer of the Company, certify, to the best of
my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



                                                 /s/ Timothy Novak
                                                 Timothy Novak

                                                 Chief Executive Officer
                                                 Surgical Safety Products, Inc.
October 7, 2003



EX-32 6 gray32.htm GRAY EXHIBIT 32 gray32

                      Certification Pursuant to 906 by CFO



CERTIFICATION 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 quarterly report of Surgical Safety Products, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, R.
Paul Gray, Chief Financial Officer of the Company, certify, to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

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

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



                                               /s/ R. Paul Gray
                                               R. Paul Gray

                                               Chief Financial Officer
                                               Surgical Safety Products, Inc.
October 7, 2003


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