power3_sc13d-012709.htm

Item 1.	Security and Issuer

	This Statement on Schedule 13D relates to the common stock, par value $.001 (the “Common Stock”), of Power3 Medical Products, Inc., a New York corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3400 Research Forest Drive, Suite B2-3, The Woodlands, TX 77381.

Item 2.	Identity and Background

	This statement of beneficial ownership on Schedule 13D is being filed by Helen R. Park (the “Reporting Party”), pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The address of the Reporting Party’s principal business and principal office is 3400 Research Forest Drive, Suite B2-3, The Woodlands, TX 77381.

	The Reporting Party is a United States citizen whose present principal occupation is Interim Chief Executive Officer for the Issuer.

	During the last five years, the Reporting Party has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration

	On November 18, 2008, the Reporting Party received a convertible promissory note in the original principal amount of $150,000, which was convertible into 5,000,000 shares of the Common Stock, and warrants to purchase an additional 5,000,000 shares of the Common Stock for $0.04 per shares. The note and warrants were issued to the Reporting Party by the Issuer as payment for consulting services provided for the Issuer by the Reporting Party prior to her service as Interim Chief Executive Officer of the Issuer beginning September 7, 2008. As Interim Chief Executive Officer of the Issuer, the Reporting Party will be compensated on a monthly basis with cash and 100,000 shares of the Common Stock, subject to an increase in the authorized Common Stock, which is expected to take place on or about January 26, 2009.

Item 4.	Purpose of Transaction

	The Reporting Party has acquired all of the shares of Common Stock for investment purposes and has no plan or proposal thereto relates to or would result in any of the events or transactions described in Items 4(a) through 4(j) of Schedule 13D.

Item 5.	Interest in Securities of the Issuer

	The Reporting Party directly beneficially owns 10,000,000 shares of Common Stock. The 10,000,000 shares of Common Stock beneficially owned constitute 6.3% of the Issuer’s outstanding shares of Common Stock, based upon 149,559,044 shares of Common Stock outstanding as of December 10, 2008 and calculated in accordance with Rule 13d-3(d).

	Except for the shares of Common Stock acquired beneficially through the receipt of the note and warrants (as described in Item 3 of this report), no transaction in the Common Stock of the Issuer was effected by the Reporting Party during the past 60 days.

	No other person is known by the Reporting Party to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock subject to this report.

Item 6.	Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

	The Reporting Party does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, the division of profits or losses or the giving or withholding of proxies.

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Helen R. Park
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	10,000,000 shares
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	10,000,000 shares
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14.	TYPE OF REPORTING PERSON IN

January 27, 2009

	/s/ Helen R. Park
	Helen R. Park, individually

Item 7.	Materials to be Filed as Exhibits

	None