8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2005

Power3 Medical Products, Inc.

(Exact name of registrant as specified in its charter)

New York	0-24921	65-0565144
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3400 Research Forest Drive, Suite B2-3
The Woodlands, Texas  77381

(Address of principal executive offices and zip code)

(281) 466-1600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement

Pfizer Research Agreement

On October 13, 2005, Power3 Medical Products, Inc. (“the Company”) executed a Research Agreement with Pfizer, Inc. to further evaluate the Company’s NuroPro™ test capabilities and to test blind and unblinded samples, provided by Pfizer, under controlled conditions.

Related Party Promissory Note

On October 17, 2005, the Company executed a promissory note in the principal amount of $39,231 payable to Dr. Ira L. Goldknopf (the “Payee”) who is the Chief Scientific Officer, a Director and a Principal Stockholder of the Company.  Under the terms of the note, the principal amount of thirty nine thousand, two hundred and thirty one dollars ($39,231), (the “Principal”) shall be due and payable on or before March 6, 2006 (the “Maturity Date”).  Should the Principal not be repaid as of March 6, 2006, interest of 6 % per year on any unpaid Principal amount will be earned by the Payee until such time as all of the Principal amount is repaid.  This Note may be repaid at any time prior to March 6, 2006, without interest or penalty.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

                On October 17. 2005, the Company became obligated on a related party promissory note in the principal amount of $39,231.  Please refer to “Item 1.01-Entry Into a Material Definitive Agreement” above for further information.

Item 9.01               Financial Statements and Exhibits

                ( c )         Exhibits

Exhibit Number	Description
Exhibit 10.1*	Research Agreement, dated October 13, 2005, between Power3 Medical Products, Inc.
	Pfizer, Inc.
Exhibit 10.2*	Promissory Note, dated October 17, 2005, between Power3 Medical Products, Inc. and Dr. Ira Goldknopf

* Filed herewith

2

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 hereunto duly authorized.

Power3 Medical Products, Inc.
By:	/s/ Steven B. Rash
	Steven B. Rash
	Chairman and CEO

Date:  October 19, 2005

3

EX-10.1

Exhibit 10.1

Research Agreement

Pfizer Inc, a Delaware corporation with an address at 235 East 42nd Street, New York, NY 10017 and its Affiliates (“Pfizer”), and Power3 Medical Products, Inc. (“Power3”), a New York corporation with an address of 3400 Research Forest Drive, The Woodlands, TX  77381, enter into this Agreement for the conduct of studies described below.

1.             DEFINITIONS:  “Affiliates” for shall mean any corporation, firm, partnership or other entity which directly or indirectly controls, is controlled by, or is under common control with either of the parties.

2.             SCOPE OF WORK:  Pfizer would like to further evaluate the NuroPro assay capabilities. Power3 has agreed to test blinded and unblinded samples provided by Pfizer to facilitate the evaluation (“Study”) attached to and made part of this Agreement as Exhibit A.  Power3, under the direction of principal investigator Dr. Ira Goldknopf (“Principal Investigator”), will perform the Study.

3.             TERM:  The term of this Agreement is for twelve (12) months from the date of the last party to execute this Agreement.

4.             INFORMATION EXCHANGE:  There shall be no funding supplied by either Party to conduct the Proposal, provided, however, that Pfizer will provide Power3 with the materials as described below, and Power3 will perform the work described in the Study, and the Parties will exchange information as required to complete their respective obligations under this Agreement.

5.             INTELLECTUAL PROPERTY: Power3 will provide Pfizer with the results of the Study in the format given in Exhibit A.  Pfizer and Power3 will be free to use the results of the Study for their own research purposes.  With that exception, neither Party conveys any intellectual property to the other.

6.             CONFIDENTIALITY:  Neither Party will disclose any confidential information to the other under this Agreement.

7.             TRANSFER OF MATERIALS:  In order to complete the Proposal, Pfizer shall send to Power3 Pfizer biological samples (“Materials”), described in the Proposal.  Pfizer will be responsible for packaging and sending the Materials to

Power3 with an appropriate method, time and destination to be agreed upon by both Parties as necessary.  Power3 agrees:

i.      to use the Materials only to complete the work in the Proposal;

ii.     that it will not transfer the Materials to any third parties;

iii.that the Materials will be used only in Power3 laboratories and only by laboratory personnel under Power3’s immediate and direct control;

ivthat the Materials will be received, handled, stored, used and disposed of in compliance with all applicable federal, state and local laws, regulations and guidelines, and in accordance with safe and prudent practices;

v.that Power3 has adequate systems, procedures and personnel to review and oversee arrangements for the receipt, handling, storage, use and disposal of experimental materials of the nature of the Materials and that they will ensure that all persons involved in receiving, handling, storing, using or disposing of the Materials are adequately qualified by training and experience to do so safely and legally.

8.             RIGHTS TO MATERIAL:  The furnishing of the Materials by Pfizer to Power3 shall not constitute any grant or license to Power3 under any legal rights now or later held by Pfizer, other than as stated in this Agreement.  The furnishing of the results of the Proposal by Power3 to Pfizer shall not constitute any grant or license to Pfizer under any legal rights now or later held by Power3, other than as stated in this Agreement.

9.             REPORTS:  A written summary report will be submitted by Power3 to the Pfizer describing the results of the Proposal within thirty (30) days following completion of the Proposal.

10.          PUBLICITY:  No press releases or other statements, intended for use in the public or private media, in connection with this Agreement shall be made by Pfizer or Power3 without the prior written consent of the other Party.  If either Party is required by law or governmental regulation to describe its relationship to the other, it shall promptly give the other Party notice with a copy of any disclosure it proposes to make.  This does not include internal documents available

2

to the public, which identify the existence of this agreement.

11.           ENTIRE AGREEMENT:  This Agreement sets forth the entire agreement between Pfizer and Power3 as to its subject matter.  None of the terms of this agreement shall be amended except in writing signed by both parties.

12.           BREACH:  If either party breaches this agreement, the other may terminate it if the breaching party does not cure the breach within thirty (30) days of written notice of the same.  The right of termination shall be an addition to any other rights the terminating party may have, at law or equity, pursuant to this Agreement.

13.           COMPLIANCE WITH LAWS:  Both Pfizer and Power3 shall comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any government authority in handling or disposing of biological reagents.

14.           CHOICE OF LAW:  This Agreement shall be construed in accordance with the laws of the State of New York.

Agreed:				Agreed:
Power3 Medical Products, Inc.				Pfizer Inc
By:	/s/ Steven B. Rash			By:		/s/ BJ Bormann
Name:			Steven B. Rash	BJ Bormann
Title:		Chairman & CEO			Vice President, Strategic Alliances
Date:		10/13/05			Date:		10-11-2005

3

EX-10.2

Exhibit 10.2

NOTE (“the Note”)

Power3 Medical Products, Inc., a New York corporation (the “Company”) for value received hereby promises to pay Ira L. Goldknopf (“Payee”) on or before March 6, 2006, (“Maturity Date”); the principal amount of thirty nine thousand two hundred thirty one dollars ($39,231.00) (“Principal”).

Should the Principal not be repaid as of March 6, 2006 interest of 6 % per year on any unpaid Principal amount will be earned by the Payee until such time as all of the Principal amount is repaid.  This Note may be repaid at any time prior to March 6, 2006 without interest or penalty.

In no event shall interest contracted for, charged or received hereunder, plus any other charges in connection herewith which constitute interest, exceed the maximum interest permitted by applicable law. The amounts of such interest or other charges previously paid to the holder of the Note, if any, in excess of the amounts permitted by applicable law shall be applied by the holder of the Note to reduce the principal of the indebtedness evidenced by the Note, or, at the option of the holder of the Note, be refunded. To the extent permitted by applicable law, determination of the legal maximum amount of interest shall at all times be made by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the loan and indebtedness, all interest at any time contracted for, charged or received from the Maker hereof in connection with the loan and indebtedness evidenced hereby, so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof.

Notices, payments, requests, and other communications to the respective parties hereunder shall be in writing, and shall be deemed received when delivered personally, by facsimile, or first class certified mail, return receipt requested and postage prepaid, as follows:

If to the lender:

Ira L. Goldknopf

3400 Research Forest Parkway

Woodlands, Texas 77381

If to the Company:

Power3 Medical Products, Inc.

3400 Research Forest Parkway

Woodlands, Texas 77381

This Note is governed by and is to be construed in accordance with the law of the State of Texas.

Payee	Power3 Medical Products, Inc.	Date
/s/: Ira L. Goldknopf	/s/ John P. Burton	October 17, 2005
Ira L. Goldknopf	By: John P. Burton
	Its: CFO