10QSB/A

                     U.S. 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 June 30, 2004

[ ] 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

                          Power3 Medical 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.)


3400 Research Forest Drive, Suite B2-3
Woodlands, Texas                                                 77381
(Address of principal executive offices)                      (Zip Code)

                                 (281) 466-1600
                (Issuer's Telephone Number, Including Area Code)

        Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or 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 August 15, 2004, there were 62,412,930 shares of voting common stock of
the registrant issued and outstanding

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



                                       1




                                EXPLANATORY NOTE

        The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-QSB
of Power 3 Medical Products, Inc. (the "Company") for the quarterly period ended
June 30, 2004 (the "Original Form 10-QSB") is to restate the Company's interim
condensed consolidated financial statements for the quarterly period ended June
30, 2004 and to revise related disclosures in the Original Form 10-QSB. This
restatement is described in Note A to the interim condensed consolidated
financial statements.

        Subsequent to the issuance of our interim condensed consolidated financial
statements as of June 30, 2004 and the filing of the Original Form 10-QSB, we
have determined that certain stock based compensation expenses were improperly
reflected in the Original Form 10-QSB. The Company had previously recorded
$36,772,500 of stock based compensation expense in the quarterly period ended
June 30, 2004. However, the Company's documentation relating to certain stock
grants did not properly reflect the vesting period applicable to such stock
grants. The Company is in the process of correcting such documentation. As a
result, the restatement reflects stock based compensation expense of $6,189,653
attributable to those portions of the stock based compensation vested during the
quarterly period ended June 30, 2004. For the stock grants subject to risks of
forfeiture and a vesting period, deferred compensation is being amortized on a
straight line basis over the two year vesting period. Additionally, the Company
determined that it had improperly reflected the number of shares of its common
stock that were issued and outstanding as of June 30, 2004. The Company also
improperly reflected the issuance of shares of Series B Preferred Stock which
had not occurred as of June 30, 2004. The restatement reflects the correct
number of shares of the Company's capital stock issued and outstanding. As of
June 30, 2004, the number of issued and outstanding shares of our common stock
was reduced from 67,422,930 shares to 62,412,930 shares. As a result of the
foregoing, the restatement reduced our previously reported net loss from
$36,977,708 to $6,394,861 and our previously reported diluted loss per share
from $0.55 to $0.10.

        This Amendment No. 1 amends and restates in its entirety Part I, Items 1, 2
and 3, and Part II, Item 2. Additionally, this Amendment No. 1 amends Part II,
Item 6 to delete Exhibit 4.2 from the Original Form 10-QSB. This Amendment No. 1
continues to reflect circumstances as of the date of the filing of the Original
Form 10-QSB and does not reflect events occurring after the filing of the
Original Form 10-QSB, or modify or update those disclosures in any way, except
as required to reflect the effects of the restatement as described in Note A to
the interim condensed consolidated financial statements.




                                       2




                                      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 or Plan of               14
        Operation

Item 3. Controls and Procedures                                       18

Part II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   21

Item 6. Exhibits                                                      21

SIGNATURES                                                            23





                                      (ii)




                         PART I. FINANCIAL INFORMATION


This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of Power3 Medical
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 Power3
Medical 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 Power3 Medical Products, Inc.'s working capital and the
ability of Power3 Medical 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 Power3 Medical 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 Power3 Medical Products, Inc. or any other person that the
objectives and plans of Power3 Medical Products, Inc. will be achieved. Except
for its ongoing obligation to disclose material information as required by the
federal securities laws, Power3 Medical 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


                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                    30-Jun-04
                                   (Unaudited)
                           (As Restated, See Note A)


                                ASSETS
Current Assets:
  Cash                                                         $     83,877
  Accounts receivable (net of allowance for
    doubtful accounts of $0.00)                                      13,600
  Other current assets                                                7,853 
    Total Current Assets                                            105,330

Furniture and equipment - net                                       119,001

Intangible assets - net                                              32,554 

TOTAL ASSETS                                                   $    256,885
                                                               =============

                LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
  Accounts payable and accrued liabilities                     $    501,776
  Notes payable                                                      20,000
    Total Current Liabilities                                       521,776 

Stockholders (Deficit):
   Preferred Class A Stock (par value of $.001)                       3,870
   Common stock (par value of $.001)                                 62,413
   Common stock subscribed (42,258 shares)                           95,000
   Common stock issuable                                             70,000
   Additional paid-in capital                                    32,521,031
   Deferred compensation                                        (26,622,344)
   Deficit accumulated during the development stage              (6,394,861)
    Total Stockholders' (Deficit)                                  (264,891)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                  $    256,885
                                                               =============

See the accompanying notes to the condensed consolidated financial statements.




                                       4




                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                     Power3 Medical
                                      Products, Inc.                                    Predecessor Business

                                     For the period
                                      May 18, 2004
                                        (date of
                                     acquisition) to
                                      June 30, 2004    For the Period      For the Three      For the Period     For the Six
                                      (As Restated -   April 1, 2004 to     Months Ended    January 1, 2004 to   Months Ended
                                      See Note A        May 17, 2004       June 30, 2003       May 17, 2004     June 30, 2003

Revenues                              $     13,600      $      3,525        $    55,240       $   141,362       $   191,794

Costs and expenses:
  Stock based compensation               6,189,653                 -                  -                 -                 -
  Interest                                       -             4,498             49,763            56,440            96,831
  Other selling, general and
    administrative expenses                218,808           168,285            334,221           333,942           528,406 
Total costs and expenses                 6,408,461           172,783            383,984           390,382           625,237 

Net (loss)                            $ (6,394,861)     $   (169,258)       $  (328,744)      $  (249,020)      $  (433,443)
                                      =============     =============       ============      ============      ============

Per share information - basic
    and fully diluted

Net (loss) per share                  $      (0.10)     $      (0.01)       $     (0.05)      $     (0.02)      $     (0.06)
                                      =============     =============       ============      ============      ============

Weighted average shares outstanding     62,412,930        13,247,801          7,280,000        12,179,564         7,280,000
                                      =============     =============       ============      ============      ============

See the accompanying notes to the condensed consolidated financial statements.




                                       5




                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                     Power3 Medical
                                      Products, Inc.          Predecessor Business

                                     For the period
                                      May 18, 2004
                                        (date of         For the Period       For the Six
                                     acquisition) to   January 1, 2004 to     Months Ended
                                      June 30, 2004       May 17, 2004        June 30, 2003

Net cash provided by (used in)
  operating activities                $    4,000          $  (510,880)         $ (425,761)

Net cash provided by (used in)
  investing activities                   (15,220)              13,847               2,777

Net cash provided by financing
  activities                              95,000              508,430             471,980 

Increase (decrease) in cash               83,780               11,397              48,996

Cash (cash overdraft), beginning
  of period                                   97               (7,498)             19,175 

Cash, end of period                   $   83,877          $     3,899         $    68,171
                                      ===========         ============        ============

See the accompanying notes to the condensed consolidated financial statements.




                                       6




POWER3 MEDICAL PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(UNAUDITED)

(1) Nature of Operations and Background

Prior to May 18, 2004, Power 3 Medical Products, Inc. ("Power 3" or the
"Company") formally known as Surgical Safety Products, was engaged in product
development, sales and distribution and services for the healthcare industry.
The Company had limited business activity during 2003 and 2002. Subsequent to
the business combination on May 18, 2004 (as described below), the overall
business mission of Power3 was changed, whereby Power 3 is currently engaged in
the early detection, monitoring, and targeting of diseases through the analysis
of proteins. Power 3's business objective currently is to focus on disease
diagnosis, protein and biomarkers identification, and drug resistance in the
areas of cancers, neurodegenerative and neuromuscular diseases.

During the period April 1, 2004 to May 17, 2004, Power 3 had the following
significant transactions:

        o On April 27, 2004, Power3 Medical Products, Inc issued 1,023,334
          restricted common shares to Southbank Capital, Focus Partners, and
          UTEK Corporation.

        o On May 7, 2004, Power3 Medical Products, Inc authorized payment of
          $21,600 and issuance of 50,000 restricted common shares to Dr. Gray
          Bowen Swor in settlement of outstanding debts of $25,000. These
          restricted shares were issued on May 10, 2004

        o On May 7, 2004, Power3 Medical Products, Inc authorized payment of
          $25,533 and issuance of 250,000 restricted common shares to Dr. G
          Michael Swor in settlement of outstanding notes, shareholder advances
          and unpaid salary totaling $210,633. These restricted shares were
          issued on May 10, 2004

        o On May 15, 2004, Core Concepts, Inc. converted shareholder advances of
          $105,775 to Power3 Medical Products, Inc restricted common shares at a
          rate of $0.75 per common shares for a total of 141,033 common shares.
          These restricted shares were issued on May 17, 2004.

        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance of
          1,000,000 common shares to Emeritus Group LP for consulting services
          rendered. These shares were issued on May 27, 2004.

        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance of
          1,500,000 common shares to South Shore Harbor Group LP LLLP for
          consulting services rendered. These shares were issued on May 27,
          2004.




                                       7




        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance of
          2,000,000 common shares to Arborerest Assets LP LLLP for consulting
          services rendered. These shares were issued on June 3, 2004.

        o Certain liabilities to IBM and Sarasota Memorial Hospital were
          settled for $20,000 and $50,000, respectively when an affiliate
          of a Series A preferred stockholder infused $70,000. Because the
          number of shares that will ultimately be issued as a result of
          these infusions is indeterminate, the $70,000 has been included
          in common stock issuable in the accompanying consolidated balance
          sheet.

On May 18, 2004, Power 3 executed an Asset Purchase Agreement (the "Agreement")
to purchase all of the assets of Advanced Bio/Chem, Inc. (the "Predecessor") and
assume certain of its liabilities in exchange for the issuance of 15,000,000
shares of its common stock. For financial statement purposes, the transaction
has been treated as a recapitalization of the equity structure; therefore the
accumulated deficits of Power 3 and the Predecessor prior to the date of the
transaction were eliminated and the accompanying consolidated statement of
operations is for the period May 18, 2004 to June 30, 2004. Also, no stock based
expenses were recorded as a result of this transaction, and the assets and
liabilities of Power 3 and the Predecessor were combined based on their
historical costs.

Since Power 3's planned principal operations have not yet commenced, it is
considered to be in the development stage as defined in Financial Accounting
Standards Board Statement No. 7. Accordingly, some of its accounting policies
and procedures have not yet been established.

Restatement

Subsequent to the filing of the Form 10-QSB for the quarterly period ended June
30, 2004, certain errors related to the period May 18, 2004 (date of
acquisition) to June 30, 2004, resulting in an overstatement of stock based
compensation expense, were discovered. The nature of the misstatements, and the
impact on the interim consolidated financial statements, are as follows:

        |X| The number of shares of Power 3's common stock that were reflected as
            issued and outstanding as of June 30, 2004 was overstated by 5,010,000
            shares. The restatement reflects the correct number of shares of the
            Company's common stock issued and outstanding.

        |X| The documentation relating to certain stock grants did not properly
            reflect that certain stock grants vested over a period of two years.
            As discussed in Notes 4 and 5, this restatement reflects the correct
            vesting periods of these shares.

As a result of the above misstatements, stock based compensation expense, the
previously reported net loss and the deficit accumulated during the development
stage were overstated, and such amounts have been reduced by $30,582,844 in
the restated condensed consolidated financial statements included in this
Amendment No. 1.




                                       8




In addition, Preferred Class B stock was improperly reflected as issued at June
30, 2004. The restatement reflects the correct number of shares of the Company's
capital stock issued and outstanding.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Power
3 and its wholly owned subsidiary Power 3 Medical, Inc., a Nevada Corporation
(collectively "the Company"). All inter-company transactions and balances have
been eliminated in consolidation.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAP") for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. They do not include all of the
information and footnotes required by GAP 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 financial statements of the Predecessor as of and for
the years ended December 31, 2003 and 2002, including notes thereto included in
the Company's Form 8-K/A dated May 18, 2004, and/or the consolidated financial
statements of the Company as of December 31, 2003 and for the years ended
December 31, 2003 and 2002, including notes thereto included in the Company's
Form 10-KSB.

Use of Estimates

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.

Going Concern

The Company's consolidated 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 is in the development
stage and has primarily been involved in research and development, and capital
raising activities. This has resulted in stockholder and working capital
deficits of $264,891 and $416,446 respectively as of June 30, 2004. The Company
will require a significant amount of capital to proceed with its business plan.
The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations by securing financing and implementing
its business plan. In the absence of positive cash flows from operations the
Company is and will remain highly dependent on its ability to secure additional




                                       9




funding through the issuance of debt or equity instruments or corporate
partnering arrangements. If adequate funds are not available, the Company may be
forced to significantly curtail or terminate its operations or to obtain funds
by entering into other arrangements that may be on unfavorable terms.

The Company's ability to continue as a going concern must be considered in light
of the problems, expenses and complications often encountered by entrance into
the competitive environment in which the Company operates. These factors, among
others, indicate that the Company may be unable to continue as a going concern
for a reasonable period of time. The Company's financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should it be unable to continue as a going concern.

Stock-Based Compensation

The Company has adopted Statement of Financial Accounting Standards No. 148
"Accounting for Stock-Based Compensation - Transition and Disclosure". This
statement amends FASB statement No. 123, "Accounting for Stock Based
Compensation". It provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for employee
stock based compensation. It also amends the disclosure provision of FASB
statement No. 123 to require prominent disclosure about the effects on reported
net income of an entity's accounting policy decisions with respect to
stock-based employee compensation. As permitted by SFAS No. 123 and amended by
SFAS No. 148, the Company continues to apply the intrinsic value method under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," to account for its stock-based employee compensation
arrangements.

(2) Net 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 is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. For purposes of computing weighted average
shares outstanding, the Company generally includes shares that are contractually
required to be issued (e.g. the 15,000,000 shares that are to be issued to the
Predecessor were assumed to be outstanding as of May 18, 2004, or the effective
date of the recapitalization referenced above). During the periods when they
would be anti-dilutive common stock equivalents, if any, are not considered in
the computation.

(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




                                       10




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 primarily 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.

(4) Commitments

Lease

On June 1, 2004, the Predecessor entered a lease having a term of sixty three
months and requiring base monthly minimum lease payments ranging from
approximately $6,000 to $9,600 (exclusive of the first three months for which no
rent was stipulated). The Company anticipates that it will assume this lease in
the third quarter of calendar 2004. In addition to the base minimum rental
payments above, the lease will obligate the Company to pay all operating
expenses (as defined) and to issue shares of its common stock having an initial
value of $25,000 to secure its obligations under the lease. In addition, if at
any time, the value of the shares falls below $25,000 then the Company will be
obligated to issue additional shares of its stock to the extent that the value
of the shares to be held in escrow by the lessor is never less than $25,000. The
lease contains a provision which allows the Company to extend the lease for two
additional terms of sixty months.

Employment Agreements

Effective May 18, 2004, the Company entered two five year employment agreements
with certain officers and on July 1, 2004, the Company entered a three year
employment agreement with its Chief Financial Officer. The employment agreements
require total minimum base compensation of approximately $500,000 per annum for
the first three years, and $380,000 for the remaining two years, as well as
other benefits and opportunities for bonuses as defined in the agreements. In
addition to this base compensation, the officers received (in total) 26,640,000
shares of common stock and are ultimately expected to receive 3,000,000 shares
of Series B preferred stock (which shares are initially convertible into a like
number of common shares - see Note 6). The Company anticipates that it will
recognize total stock based compensation expense of $26,676,000 as a result of
the issuance of these shares. However, because the shares do not vest until the
second anniversaries of the respective employment agreements, such amount has
been deferred and is being amortized on a straight line basis over the vesting
period. During the period May 18, 2004 (date of acquisition) to June 30, 2004,
the Company recognized stock based compensation expense of $1,667,250 as a
result of these arrangements.

Consulting Agreements

On June 22, 2004, the Company engaged a public relations firm to provide such




                                       11




services for a period of one year. As consideration for these services, in July
2004, the Company issued 125,000 shares of its common stock to this entity. As a
result thereof, the Company has recorded deferred compensation of $262,500 at
June 30, 2004, which amount was based on the number of shares issued and the
market value of the Company's common stock on the date of the agreement. The
deferred compensation will be amortized to stock based expense over the term of
the consulting agreement.

In June 2004, Company entered a consulting agreement having an initial term of
one year with an investor relations consultant that is related to the Company.
As consideration for services to be rendered under the agreement, the consultant
is to receive 125,000 shares of the Company's common stock (which shares were
issued in July 2004) and a monthly retainer of $5,000. The agreement, which may
be canceled upon sixty days written notice, automatically renews on a month to
month basis after the initial term of the agreement, if no such notice is
provided. The Company has recorded deferred compensation of $250,000 at June 30,
2004, which amount was based on the number of shares issued and the market value
of the Company's common stock on the date of the agreement. The deferred
compensation will be amortized to stock based expense over the term of the
consulting agreement.

(5) Other Related Party Transactions

In addition to the common shares issued to the officers under the employment
agreements discussed above, the Company has issued the following shares:

        |X| 1,305,000 shares of its common stock to certain other employees. The
            Company anticipates that it will recognize total stock based
            compensation expense of $1,174,500 as a result of the issuance of
            these shares. However, because the shares do not vest until May 18,
            2006, such amount has been deferred and is being amortized on a
            straight line basis over the vesting period. During the period May 18,
            2004 (date of acquisition) to June 30, 2004, the Company recognized
            stock based compensation expense of approximately $73,400 as a result
            of these arrangements.

        |X| 4,710,000 shares of its common stock to certain advisors, investors
            and members of its scientific board. Because these shares vest
            immediately, the Company has recognized total stock based compensation
            expense of $4,239,000 in the accompanying consolidated statement of
            operations as a result of the issuance of these shares.

In June 2004, the Company agreed to issue 100,000 shares of its common stock to
a related entity for services provided by such entity prior to June 30, 2004.
The common shares had a value of $210,000 on the date of the agreement, and
accordingly such amount has been included in stock based compensation in the
accompanying consolidated statement of operations for the period May 18, 2004
(date of acquisition) to June 30, 2004. The shares were issued in July 2004.

(6) Preferred Stock

At June 2004, the Company had 3,870,000 shares of Series A preferred stock




                                       12




outstanding, which shares were previously included on the books and records of
Power 3. At June 30, 2004 the shares were convertible into ten shares of the
Company's common stock. The shares have various preferences as to any dividends
declared and a liquidation preference of $.10 per share ($387,000 at June 30,
2004).

Pursuant to the employment agreements described above, Power 3 agreed to issue
to two officers 3,000,000 shares of Series B Preferred Stock. The Company has
not filed the Certificate of Amendment necessary to designate the Series B
Preferred Stock and the powers, designations and relative rights of the Series B
Preferred Stock and has not issued the shares of the Series B Preferred Stock.
The Company intends to issue such shares of the Series B Preferred Stock at such
time as it is permitted. The shares are expected to be convertible into one
share of common stock for each preferred share converted, and have the number of
votes equal to the votes of all outstanding shares of common stock plus one
additional vote such that the holders of these preferred shares will always
constitute a majority of the voting rights of the Company.

(7) Other Equity Transactions

The Company has issued 400,000 warrants to various members of its Scientific
Advisory Board which entitles the holders to purchase 300,000 shares of common
stock for market value as of the date the holder joined the Scientific Advisory
Board and 100,000 for a $1.00 per share. The warrants expire in 2007. The
Company has entered into a Securities Purchase Agreement with an institutional
investor covering the purchase of up to $1,500,000 of restricted common stock at
various prices. As of June 30, 2004, $95,000 was advanced under the terms of
this agreement. The amount is included in common stock subscribed in the
accompanying consolidated balance sheet.

(8) Other Subsequent Events

Management has made a decision to recommend to the Board of Directors that the
registrant change its domicile from New York to either Delaware or Nevada.




                                       13




Item 2. Management's Discussion and Analysis or Plan of Operation

The following "Management Discussion and Analysis or Plan of Operation" reflects
certain restatements to the Company's previously reported interim consolidated
financial information as of and for the period May 18, 2004 (date of
acquisition) to June 30, 2004 (see "Restatement of Financial Statements" below).

Overview

        The Company's overall mission is to engage in the early detection,
monitoring, and targeting of diseases through the analysis of proteins. Power
3's business objective currently is to focus on disease diagnosis, protein and
biomarkers identification, and drug resistance in the areas of cancers,
neurodegenerative and neuromuscular diseases. In order to accomplish this
mission, Power3 Medical has established a Scientific Advisory Board whose
members are recognized opinion leaders in their chosen fields and is working
with them, to find effective therapeutics and novel predictive medicine for
important human diseases.

        On May 18, 2004, the Company completed an asset purchase agreement with
Advanced Bio/Chem, Inc. d/b/a ProtcEx at 4800 Research Forest Drive, The
Woodlands, Texas 77381 and has relocated its corporate and administrative
offices to 3400 Research Forest Drive, The Woodlands, TX 77381. As part of the
agreement, the Company purchased all assets and intellectual properties of
Advanced Bio/Chem, Inc. d/b/a ProtcEx and assumed certain liabilities in
exchange for 15,000,000 shares of restricted common stock of Power3 Medical
Products, Inc. As a result of this transaction, the Company has established a
new business direction, and effectively became a new company (from an accounting
perspective) on such date. Accordingly, the accompanying consolidated statements
of operations reflect activity for the period May 18, 2004 (date of acquisition)
to June 30, 2004 for Power 3, and the periods January 1 and April 1, 2004 to May
17, 2004 for the Predecessor's business.

        Effective May 18, 2004, Tim Novak and R. Paul Gray resigned as Chairman/CEO
and Secretary/Treasurer/CFO respectively. Steven B. Rash assumed responsibility
as Chairman and CEO replacing Mr. Novak. Dr. Ira Goldknopf was named as the
Company's Chief Scientific Officer and Secretary/Treasurer effective May 18,
2004.

        Also effective May 18, 2004, Dr. Kamy A. Behzadi was named as the Company's
Vice President, Product and Business Development. Mr. Michael J. Rosinski joined
the Company as of July 1, 2004 as CFO replacing R. Paul Gray.

        As a result of Power3 Medical Products, Inc. acquiring the assets and
certain liabilities of Advanced Bio/Chem, Inc. d/b/a ProtcEx, the company has
transformed itself into an advanced proteomics company that applies years of
proprietary methodologies to discover and identify protein biomarkers associated
with diseases. By discovery and development of protein-based disease biomarkers,
the Company has begun the development of tools for diagnosis, prognosis, early
detection and finally new target drugs in cancer, neurodegenerative and
neuromuscular diseases such as ALS, Alzheimer's, Parkinson's.




                                       14




        The Power3 Medical scientific team is headed by its Chief Scientific
Officer, Dr. Ira L. Goldknopf, who pioneered the science of clinical proteomics
in the 1970's and 80's and in so doing made a significant biochemistry discovery
- -the ubiquitin conjugation of proteins. The team has leveraged these significant
insights and discovered unique disease protein footprints of biomarkers in
breast cancer, neurodegenerative disease, and drug resistance to
chemotherapeutic agents.

        Proteomics is the study and analysis of proteins. Through proteomics,
scientists can more accurately understand the functioning of a healthy body and
therefore identify the proteins associated with specific diseases. Proteins that
change in the course of disease are the building blocks for new screening and
diagnostic tests being developed by Power3 to provide earlier disease detection,
enhanced treatment and monitoring assistance.

        Power3 Medical Products, Inc. SutureMate(R)product line is currently used
in operating rooms, emergency rooms, surgical centers and medical provider's
offices. This innovative safety device is specifically engineered to prevent
needle sticks before, during and after suturing procedures.

Restatement of Financial Statements

As discussed in Note A to the financial statements, the accompanying interim
condensed financial statements as of and for the period May 18, 2004 (date of
acquisition) to June 30, 2004 have been restated to revise the stock based
compensation expense previously reported and resulting changes in the previously
reported net loss and the deficit accumulated during the development stage.
Additionally, the number of issued and outstanding shares of the Company's
capital stock has been revised. The Company's stock based compensation expense
for the quarterly period ended June 30, 2004 was reduced from $36,772,500 to
$6,189,635. The restatement reduced the Company's previously reported net loss
from $36,977,708 to $6,394,861 and its previously reported loss per share from
$0.55 to $0.10. The accompanying management discussion and analysis gives effect
to the restatement.

Corporate Developments

        With the acquisition of Advanced Bio/Chem, Inc. d/b/a ProtcEx, Power3
Medical Products, Inc. changed its management team, and will now focus its
efforts on bringing the acquired technology to the forefront of the
scientific/medical community. The strategy will concentrate on attaining a
dominant position in the protein-based diagnostic and drug targeting markets
utilizing the Company's portfolio of proprietary biomarker disease footprints.
During the quarter ending June 30, 2004, the Company continued to accurately
identify patterns of proteins associated with disease and apply them to
screening diagnostics and drug targets. By testing patient body fluids and
tissues, such as serum, seminal fluid, breast ductal fluid, and bone marrow,
Power3 Medical has discovered unique snapshots of protein patterns in diseases
including, but not limited to: Cancers such as Breast, Leukemia, Prostate,
Bladder, Stomach, and Esophageal, Neurodegenerative Diseases such as




                                       15




Alzheimer's, ALS, and Parkinson's, and Lymphatic Diseases and Kidney Ailments.

        The Discovery Platform uses IP protected methodologies to discover
biomarkers in clinical samples. Following sample preparation, the 2D Gel system
is used for the separation of protein. The gels are stained, imaged and analyzed
with unprecedented sensitivity for differences in the diseased vs. normal
samples. The significance of these differences is evaluated relative to the
status of the health of the individual. The proteins of interest are removed
from the gel matrix, taken apart and analyzed on a mass spectrometer. This
information is then cross-referenced on a worldwide database to identify the
protein of origin. This process requires a great deal of proteomics experience
and expertise to make the end-data interpretable.

        In addition, all of the procedures are scaleable. The Company's biomarker
discovery platform delivers significant discoveries that detect 20X as many
proteins in NAF as Mud Pit or SELDI TOF (competing technologies), exhibits
reproducible and reliable identification, and displays broad dynamic range and
linearity of disease protein footprints

        To date, Power3 has successfully identified more than 250 specific proteins
by developing its proprietary protein technologies gained from over 50+ years of
combined experience in research in protein biochemistry.

        Power3 is transitioning from an R & D company to one of demonstrating
"proof of concept" of its technology in route to the commercialization of its
technology, products and services. The Company is currently developing its
portfolio of products to include its NAF(TM)Test (for early detection of breast
cancer), NuroPro(TM)test (for neurodegenerative screening for Alzheimer's,
Parkinson's and Amytrophic Lateral Sclerosis diseases) and drug resistance
screening in chemotherapeutics.

THE BREAST CANCER SCREENING TEST

        The key to surviving cancer is early detection and treatment. According to
the American Cancer Society, when breast cancer is confined to the breast, the
five-year survival rate is close to 100%. Breast cancer is the second leading
cause of cancer deaths in women, with over $7 billion spent on breast cancer
diagnosis annually. Due to the limitations of the current diagnostic techniques
of mammograms and self-examination, diagnosis of cancer is often missed or
inconclusive.

        Power3's Discovery Platform of patents pending and trade secrets for
identifying proteins which signal early stages of breast cancer
(pre-mammography) have led to what the Company believes to be the first test of
its type that detects breast cancer earlier than current technology allows.
These discoveries establish the basis of a very sensitive, non-invasive, early
detection breast cancer-screening test.

NAF(TM)TEST

        The Breast Cancer NAF(TM)Test, the Company's initial breast cancer
diagnostic test developed in collaboration with The University of Texas MD
Anderson Cancer Center, analyzes fluids from the breast called nipple aspirates




                                       16




fluid (NAF). Initial success yielded the identification of groups of breast
cancer proteins in the aspirates. The procedure utilizes a breast pump to obtain
a drop of fluid from the nipple. The aspirate is analyzed to identify the
specific breast cancer protein snapshots.

        The Company has completed the initial proof-of concept stage and is
currently prepared to move forward with validation and product rollout. The
Company has signed a licensing agreement with MD Anderson securing the
intellectual property for the NAF(TM)Test.

        The Company expects to enter the clinical validation phase in the third
quarter of 2004.

THE NEURODEGENERATIVE SCREENING TEST

        Early detection of neurodegenerative disease results in better patient
outcomes. Alzheimer's disease (AD) is the most common form of dementia affecting
over 4 million Americans. People as young as 30 years old can contract the
disease and one in ten people age 65 and over have AD. More than one million
people in the U.S. have Parkinson's disease and it affects about 1 in 100
Americans over the age of 60. On a smaller scale, 30,000 Americans are afflicted
with ALS (Lou Gehrig's disease), with 5,000 new cases annually.

        Power3 has discovered a method for the differential diagnosis of
neurodegenerative diseases utilizing blood serum, which was co-developed with
neurologist, Dr. Stan Appel, Chairman of Neurology and his team at Baylor
College of Medicine in Houston. With this test, which involves monitoring the
concentration of 9 proteins in the blood, the Company has demonstrated unique
markers whose profiles appear to distinguish patients from those with other
motor neuron and neurological disorders.

        The Company is continuing its ongoing clinical validation programs in
collaboration with Dr. Stan Appel. The initial phase of this clinical validation
is complete with results above expectations.

        In addition, Power3 Medical Products, Inc. on June 28, 2004 secured the
exclusive worldwide licensing rights from Baylor College of Medicine for serum
Proteomics methods and biomarkers for the diagnosis of neurodegenerative
diseases, differential diagnosis of Alzheimer's, Parkinson's, ALS diseases, and
other motor neuron and neurological disorders. The technology encompassing this
agreement was co-developed by the scientific team at Power3 Medical under the
leadership of Dr. Ira L. Goldkopf and the team at Baylor College of Medicine
under the direction of Dr. Stan Appel. The test employs the Company's patent
pending proteomics methods to monitor the concentrations of a panel of proteins
in the blood, to distinguish patients with Alzheimer's, Lou Gehrig's (ALS), and
Parkinson's diseases from each other as well as from normal individuals and
patients with other neurological disorders.

        Under the terms and agreement, Power3 Medical has paid Baylor College of
Medicine a licensing fee and will make additional payments upon the achievement
of certain developmental milestones. Power3 Medical is responsible for the
continuing costs associated with research and development including the filing
of patents for the technology and will pay Baylor College of Medicine royalties




                                       17




on the worldwide product sales resulting from the commercialization of this
technology.

DRUG RESISTANCE TO CHEMOTHERAPEUTIC AGENTS

        By the time development of resistance to chemotherapeutic agents is
detected, it is usually too late to save the patient. Power3 Medical completed
an initial "proof of concept", which addresses drug resistance to a major
chemotherapy agent. Knowing if a cancer patient is sensitive or detecting a
development of resistance earlier during treatment could eliminate toxic effects
from the drugs, and the need for trial-and-error treatment regimens. These
findings could allow. the pharmaceutical industry to have the technology to
screen patients, on a molecular level, prior to clinical trials and design new
drugs to overcome resistance.

PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY

        Power3's current portfolio of pending intellectual property, in conjunction
with secured licensed agreements, allows for growth opportunity through the
licensing of biomarkers and the potential royalty that could be associated with
these agreements. The Company is not aware of any infringement or possible
claims of infringement with respect to any of its discoveries or other
intellectual property.

        Power3 pursues an aggressive intellectual property strategy to protect its
inventions and discoveries made on its own and with its collaborators. Power3
works with key physician scientists at major medical research and treatment
centers, including The University of Texas MD Anderson Cancer Center and Baylor
College of Medicine. With access to decisive human clinical samples and trade
secret proteomics methodologies, the Company provides solutions to pressing
challenges in diagnosis and treatment of patients and has concluded research
agreements, technology license agreements, and filed provisional and utility
patents. Power3 is also adding additional layers of research and license
agreements, patent filings and trade secrets, as its technology and product
portfolio develops, to cover:

        o Processes - Manner in which discoveries are made and tests developed

        o Discoveries - Protein disease footprints and tests

        In July 2004, Power3 filed two provisional patents.

        During the Quarter ending June 30, 2004, Power3 developed and implemented
its strategic plan to seek synergistic strategic partners to license and develop
our growing portfolio of protein biomarker disease footprints. These
partnerships will drive the Company's evolution over the next three years
resulting in the rapid commercialization of our proprietary technologies.

        The Company recognizes that the licensing of our proprietary technologies
to industry leaders is the most expedient approach to develop our technology
into important diagnostics tools for the detection of diseases in which there
are no early-detection and drug resistance to chemotherapy agents. This focused
positioning of our products and services will enable the Company to capture not




                                       18




only clinical and public awareness of its proprietary technologies, but a major
porting of the early detection and screening markets.

Results of Operations for the Period May 18, 2004 (date of acquisition) to June
30, 2004

        During the second quarter, the Company completed an asset purchase
agreement with Advanced Bio/Chem, Inc. d/b/a ProtcEx at 4800 Research Forest
Drive, The Woodlands, Texas 77381 and has relocated its corporate and
administrative offices to 3400 Research Forest Drive, The Woodlands, TX 77381.
As part of the agreement, the Company purchased all assets and intellectual
properties of Advanced Bio/Chem, Inc. d/b/a ProtcEx in exchange for 15,000,000
shares of restricted common stock of Power3 Medical Products, Inc.

        As a part of this transaction, the Company relocated its offices to
Woodlands, Texas. As a result of Power3 Medical Products, Inc. acquiring the
assets and certain liabilities of Advanced Bio/Chem, Inc. d/b/a ProtcEx, the
Company has transformed itself into an advanced proteomics company capable of
identifying protein biomarkers associated with various diseases.

        During the post transaction period from May 18, 2004 to June 30, 2004, the
Company incurred a loss of approximately $6,395,000. Substantially all of this
loss resulted from the recording of stock based compensation of approximately
$6,189,700 which arose as a result of various agreements to issue a total of
35,755,000 shares of our common stock to various officers, directors, advisors,
consultants and other employees. The Company expects to incurr losses until such
time as it has achieved commercialization of its proprietary technologies.

Liquidity and Capital Resources

        As of June 30, 2004 the Company had $105,330 in current assets which
included $83,877 in cash. In addition it had a stockholders' deficit of $264,891
on June 30, 2004.

Based on the completion of the Advanced Bio/Chem, Inc. d/b/a ProtcEx
transaction, its current operating plan, and the arrangement in place which
provides for interim equity, the Company believes that its existing resources
including capital investment commmitments will be sufficient to satisfy the
Company's contemplated working capital requirements through year end 2004 fiscal
year. The Company currently has certain arrangements in place which provide for
interim equity investments and the Company currently is investigating
alternatives for financing.

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

Risk Factors

        In addition to the risk factors discussed below, the Company is also
subject to additional risks and uncertainties not presently known or currently
deem immaterial. If any of these known or unknown risks or uncertainties
actually occur, the Company's business could be harmed substantially. Operating
results may fluctuate on a quarterly or annual basis in the future. The Company
may not be able to establish and maintain profitability in the future or obtain
adequate financing until such time as it is able to establish sustained
profiability.




                                       19




        The Company believes that future operating results may be subject to
quarterly and annual fluctuations due to a variety of factors, including:
competition from companies with greater financial capital and resources; the
Company's ability to market and sell products in the markets in which it
competes; competitive pressures on selling prices of its products; regulatory
changes, uncertainties or delays; regulatory approvals, market acceptance and
sales execution of current or new products; whether and when new products are
successfully developed and introduced; research and development efforts,
including clinical studies and new product scale-up activities; ability to
execute, enforce, maintain and attain milestones under license and collaborative
agreements necessary to earn contract revenues; enforcement, defense and
resolution of license, patent or other contract disputes; and costs and timing
associated with business development activities, including potential licensing
of technologies or intellectual property rights.

Item 3. Controls and Procedures

As of the quarterly period ended June 30, 2004, the Company evaluated the
effectiveness of the Company's disclosure controls and procedures. The
evaluation was done under the supervision and with the participation of
management, including the Company's Chief Executive Officer and Chief Financial
Officer. Based upon such evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures were
effective.

Subsequent to the filing of the the Company's original Form 10-QSB, and in
connection with certain recent transactions and the preparation and review of
our consolidated financial statements for the quarterly period ended September
30, 2004, management discovered that certain stock grants made by the Company
during the second quarter and relating to the Advanced Bio/Chem transaction were
improperly documented. As a result, and after discussing the misstatements with our
independent registered public accounting firm, management determined that the
stock based compensation and related financial information in our financial
statements for the quarterly period ended June 30, 2004 were overstated. In
addition, management discovered that certain documentation relating to the
issuance of its capital stock had not been properly completed and, as a result,
the Company had not properly accounted for its issued and outstanding shares of
common stock and its authorized preferred stock. The identified issues led to a
decision to restate the Company's interim condensed financial statements as of
and for the period May 18, 2004 (date of acquisition) to June 30, 2004. The
restatement is further discussed in Note A to such financial statements.

Subsequent to management's identification of the misstatements in our financial
statements and after discussing the misstatements with our independent registered
public accounting firm, we have identified certain deficiencies and issues with
our internal controls. These deficiencies and issues include:

        o Deficiencies related to inadequate or ineffective policies for documenting
          transactions. We identified deficiencies in our controls relating to
          certain non-accounting documentation. We discovered instances where certain
          corporate documents were not filed or otherwise properly processed. We also
          discovered that certain documentation following the Advanced Bio/Chem
          transaction was not properly completed.




                                       20




        o Deficiencies related to execution of processes relating to accounting for
          transactions. We identified deficiencies in accounting for certain aspects
          of our operations, such deficiencies primarily attributable to improper
          documentation referenced above. These deficiencies related to determining
          and disclosing the fair value of stock based compensation.

        o Deficiencies related to the internal control environment. We have
          determined that for the quarterly period ended June 30, 2004, we had
          deficiencies due to inadequate staffing in our accounting department and
          the lack of a full-time chief financial officer. While we hired a chief
          financial officer and added personnel in our accounting department during
          the third quarter, the transition in accounting resulting from the
          accounting treatment of the Advanced Bio/Chem transaction remained
          substantial through the third quarter and issues remained due to inadequate
          staffing.

In connection with restating our condensed consolidated financial statements as
provided in this Amendment No. 1, our Chief Executive Officer and our Chief
Financial Officer supervised and participated with management in re-evaluating
the effectiveness of our disclosure controls and procedures for the period May
18, 2004 (date of acquisition) to June 30, 2004. Based on their re-evaluation of
the Company's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-QSB/A, the Chief Executive Officer
and Chief Financial Officer have determined that they cannot reasonably conclude
that the disclosure controls and procedures were effective.

The Company believes that such deficiencies are attributable to many factors
with the principal factors resulting from the quality of the Company's
disclosure controls and procedures at the time of the Advanced Bio/Chem
transaction and the transition following that transaction. Management has
experienced certain issues during the integration process and is continuing its
efforts to complete the process. As a result of the findings above, we have
implemented and will continue to implement the following actions:

        o We hired a full-time chief financial officer at the beginning of the third
          quarter.

        o We have engaged outside resources to supplement our financial and
          accounting personnel to support the preparation of financial statements and
          reports to be filed with the SEC.

        o We are establishing procedures to improve our review and processing of
          non-accounting documentation and contracts.

        o We intend to engage outside consultants to advise our management on
          additional enhancements to our internal controls.

Our management is committed to a sound internal control environment. We have
committed considerable resources to the aforementioned reviews and remedies. We
believe that we have addressed the issues identified above, and we believe that
we are in the process of further improving our infrastructure, personnel,
processes and controls to help ensure that we are able to produce accurate
financial statements on a timely basis.

During the period May 18, 2004 (date of acquisition) to June 30, 2004, there
have been no changes in our internal controls over financial reporting that have
materially affected or are reasonably likely to materially affect, our internal
controls over financial reporting. Subsequent to June 30, 2004 and since the




                                       21




discovery of the issues and deficiencies described above, we began implementing
the changes above. These actions have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.


                           Part II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        1. Effective April 1, 2004, the Company entered into a Securities Purchase
           Agreement with an institutional investor covering the purchase of up to
           $1,500,000 of restricted common stock at various prices. During the period
           May 18, 2004 (date of acquisition) to June 30, 2004, $95,000 was advanced
           under the terms of the Securities Purchase Agreement. During the period,




                                       22




           as a result of these advances, the Company was obligated to issue 42,258
           shares of restricted common stock. In return for arranging the financing,
           the Company agreed to pay a fee of 3% of the gross funding and to issue
           100,000 shares of the Company's common stock.

           The shares were issued in a private placement exempt from registration
           pursuant to Section 4(2) of the Securities Act of 1933, as amended. Neither
           we nor any person acting on our behalf offered or sold the foregoing
           securities by means of any form of general solicitation or advertising. A
           resale legend has been provided for the stock certificates stating the
           securities have not been registered under the Securities Act of 1933 and
           cannot be resold or otherwise transferred without registration or an
           exemption.


Item 6.  Exhibits

Exhibits

*     4.1   Amended and Restated Designation of Series A Preferred Stock of
            Power 3 Medical Products, Inc.
+ *  10.1   Employment Contract for Ira L. Goldknopf, Ph.D.
+ *  10.2   Employment Contract for Michael J. Rosinski
+ *  10.3   Employment Contract for Steven B. Rash
**   31.1   Section 302 Certification for Steven B. Rash
**   31.2   Section 302 Certification for Michael J. Rosinski
***  32.1   Section 906 Certification for Steven B. Rash
***  32.2   Section 906 Certification for Michael J. Rosinski
_______________________________

   *     As previously filed.
  **     As filed herewith.
 ***     As furnished herewith.
   +     Management Compensation Agreement.




                                       23




                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    Power3 Medical Products, Inc. (Registrant)

Date: November 15, 2004             By: /s/ Steven B. Rash
                                        Steven B. Rash
                                        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/ Steven B. Rash         Chief Executive Officer      November 15, 2004
Steven B. Rash

/s/ Michael J. Rosinski    Chief Financial Officer      November 15, 2004
Michael J. Rosinski




                                       24

EX-31

                                                                Exhibit 31.1


                                  CERTIFICATION

I, Steven B. Rash certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form
   10QSB/A of Power3 Medical Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this
   report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this report, fairly present in all material
   respects the financial condition, results of operations and cash flows of
   the registrant as of, and for the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible
   for establishing and maintaining disclosure controls and procedures for the
   registrant and have:
   a. Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the small
      business issuer, including the consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the
      period in which this report is being prepared;
   b. Evaluated the effectiveness of the small business issuer's disclosure
      controls and procedures and presented in this report our conclusions
      about the effectiveness of the disclosure controls and procedures as
      of the end of the period covered by this report; and
   c. Disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the
      small business issuer's most recent fiscal quarter (the small business
      issuer's fourth fiscal quarter in the case of an annual report) that
      has materially affected, or is reasonably likely to materially affect,
      the small business issuer's internal control over financial reporting;
      and
5. The small business issuer's other certifying officer and I have disclosed,
   based on our most recent evaluation of internal control over financial
   reporting, to the small business issuer's auditors and the audit committee
   of the small business issuer's board of directors (or persons performing
   the equivalent functions):
   a. All significant deficiencies and material weaknesses in the design or
      operation of internal controls over financial reporting which are
      reasonably likely to adversely affect the small business issuer's
      ability to record, process, summarize, and report financial
      information; and
   b. Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the small business issuer's
      internal controls over financial reporting.

Date: November 15, 2004

                                                /s/ Steven B. Rash
                                                By: Steven B. Rash
                                                Title: Chief Executive Officer

EX-31

                                                                Exhibit 31.2


                                  CERTIFICATION

I, Michael J. Rosinski certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form
   10QSB/A of Power3 Medical Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this
   report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this report, fairly present in all material
   respects the financial condition, results of operations and cash flows of
   the registrant as of, and for the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible
   for establishing and maintaining disclosure controls and procedures for the
   registrant and have:
   a. Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the small
      business issuer, including the consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the
      period in which this report is being prepared;
   b. Evaluated the effectiveness of the small business issuer's disclosure
      controls and procedures and presented in this report our conclusions
      about the effectiveness of the disclosure controls and procedures as
      of the end of the period covered by this report; and
   c. Disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the
      small business issuer's most recent fiscal quarter (the small business
      issuer's fourth fiscal quarter in the case of an annual report) that
      has materially affected, or is reasonably likely to materially affect,
      the small business issuer's internal control over financial reporting;
      and
5. The small business issuer's other certifying officer and I have disclosed,
   based on our most recent evaluation of internal control over financial
   reporting, to the small business issuer's auditors and the audit committee
   of the small business issuer's board of directors (or persons performing
   the equivalent functions):
   a. All significant deficiencies and material weaknesses in the design or
      operation of internal controls over financial reporting which are
      reasonably likely to adversely affect the small business issuer's
      ability to record, process, summarize, and report financial
      information; and
   b. Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the small business issuer's
      internal controls over financial reporting.

Date: November 15, 2004

                                                /s/ Michael J. Rosinski
                                                By: Michael J. Rosinski
                                                Title: Chief Financial Officer

EX-32

                                                               Exhibit 32.1

                  Certification Pursuant to Section 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 this Amendment No. 1 to the quarterly report of Power3
Medical Products, Inc. (the "Company") on Form 10-QSB/A for the period ending
June 30, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Steven B. Rash, 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/ Steven B. Rash
                                                    Steven B. Rash

                                                    Chief Executive Officer
                                                    Power3 Medical Products, Inc.
November 15, 2004

EX-32

                                                               Exhibit 32.2

                  Certification Pursuant to Section 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 this Amendment No. 1 to the quarterly report of Power3
Medical Products, Inc. (the "Company") on Form 10-QSB/A for the period ending
June 30, 2004 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Michael J. Rosinski, 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/ Michael J. Rosinski
                                                    Michael J. Rosinski

                                                    Chief Financial Officer
                                                    Power3 Medical Products, Inc.
November 15, 2004