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):  February 19, 2009

POWER3 MEDICAL PRODUCTS, INC.

(Exact name of registrant specified in charter)

New York	000-24921	65-0565144
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3400 Research Forest Drive, Suite B2-3

The Woodlands, Texas  77381

(Address of principal executive offices)  (Zip Code)

(281) 466-1600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

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

Section 7 — Regulation FD

Item 7.01Regulation FD Disclosure

On February 19, 2009, Power3 Medical Products, Inc. (the “Company”) issued a press release, which is attached hereto and incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K, regarding a general corporate update.

If the Company is unable to successfully obtain additional financing, it will not have sufficient cash to continue operations.  As of December 31, 2008, the Company had approximately $8,974.04 in cash and cash equivalents.  The Company needs additional capital immediately to fund its liquidity requirements.  The Company is seeking between $3 million and $5 million in new financing in the first or second quarter of 2009.  The Company believes that $3 million is the minimum amount of financing it needs to repay existing obligations and to continue funding its new business strategy for at least 12 months following the date of this report.  The Company will need to raise additional funds from either one or a combination of additional financings or otherwise obtain capital, in order to satisfy its future liquidity requirements.

The Company has not entered into an agreement with potential investors regarding the terms of any additional financing.  Even if the Company receives such financing, it may need to raise additional funds at any time and, given its history, the Company cannot be certain that it will be able to obtain additional financing on favorable terms, if at all.  Due to the recent volatility of the U.S. equity markets, the Company may not have access to new capital investment when it needs to raise additional funds.  If the Company cannot effectuate financing transactions to raise needed funds on acceptable terms, it will not be able to take advantage of future opportunities or respond to competitive pressure or unanticipated requirements.

Section 9 — Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated February 19, 2009.

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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.
Dated: February 19, 2009	By:	/s/ Ira L. Goldknopf
		Name: Ira L. Goldknopf
		Title: President and Chief Scientific Officer

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EX-99.1

EXHIBIT 99.1

SCHEDULED FOR RELEASE THURSDAY, FEB 19 - 8:35 A.M. EASTERN SOURCE: POWER3 MEDICAL PRODUCTS, INC.

Power3 Medical President Releases General Corporate Update

Leader in Neurodegenerative Disease and Cancer Biomarker Research and Diagnostic Tests is Ready to Introduce NuroPro® and BC-SeraPro™ Blood Test Products to Market

HOUSTON, Feb. 19, 2009 -- Power3 Medical Products, Inc., (OTC BB: PWRM), a leading bio-medical company, engaged in the research and commercialization of blood protein biomarkers and diagnostic blood tests, announced today that the Company completed a business and marketing plan to support the introductory launch of its NuroPro and BC-SeraPro blood tests to the health care industry. In addition, Power3 announced it has significantly reduced its monthly overhead, or “burn rate”, resulting in a leaner company with more cost-effective operations. The management of Power3 feels that these adjustments will ultimately enhance shareholder value and enable PWRM to successfully transition to a revenue-producing company in 2009.

Following the departure of Power3’s former CEO in September 2008, Dr. Ira L. Goldknopf assumed multiple roles for the Company including that of President, Chief Scientific Officer and Director. Helen R. Park, with whom Goldknopf co-founded a predecessor company to Power3, has assumed the role of interim CEO. Since the change in management, Goldknopf and Park have spearheaded actions that have generated positive results for the Company. They obtained an infusion of capital from accredited investors, the details for which will be in upcoming financial filings made by Power3. In addition, they achieved a significant reduction in the Company’s monthly overhead by downsizing office and lab space and through a temporary cutback in personnel. Also, they achieved a reduction of debt, by paying off smaller vendor accounts and by making payments on the Company’s larger accounts, in part through the utilization of the remainder of shares available under the Company’s stock incentive plan.

“In the second half of 2008,” commented Dr. Goldknopf, President and Chief Scientific Officer for Power3, “We took careful stock of where the Company was, where we wanted to go, and how best to get there in today’s economic climate. We focused our attention on the planned launch of Power3’s diagnostic blood tests for Alzheimer’s and Parkinson’s diseases (NuroPro®), and for Breast Cancer (BC-SeraPro™), and the ensuing potential commercial impact in the U.S. and around the world.”

Power3 Medical also asserted today that it has remained current with its financial filing obligations, retaining its EDGAR-reporting status, as is required for all OTC Bulletin Board listed stocks. The Company is currently in the process of completing an annual audit in advance of its 10-K filing for fiscal year 2008. A special shareholder meeting was also held in January 2009, where management of Power3 gained overwhelming approval to increase authorized shares of the Company’s common stock. Further details from this meeting are being made available in filings made by the Company.

About Power3 Medical Products, Inc.

Power3 Medical Products (www.power3medical.com) is a leading bio-medical company engaged in the commercialization of neurodegenerative disease and cancer biomarkers, pathways, and mechanisms of diseases, accomplished through the development of diagnostic tests and drug targets. Power3's patent-pending technologies are being used to develop screening and diagnostic tests for the early detection and prognosis of disease, as well as to identify protein biomarkers and drug targets. Power3 expects to complete phase II clinical validation trials of its blood serum diagnostics for Alzheimer’s and Parkinson’s diseases (NuroPro) in 2009, which will be followed by a filing with the FDA. Power3 operates a state-of-the-art CLIA certified laboratory in The Woodlands (Houston), Texas. Power3 continues to evolve and enhance its IP portfolio, employing sensitive and specific combinations of biomarkers that it has discovered in a broad range of diseases. Power3 utilizes these biomarkers as the basis of highly selective blood-based tests for ALS, Alzheimer's and Parkinson's diseases, as well as breast cancer.

Safe Harbor Statement:

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement contained herein. Specific forward looking statements made in this news release include, but are not limited to, the statement that Power3 is ready to begin marketing, and the launch of its NuroPro and BC-SeraPro blood test kits to the health care industry.

Contact:

Helen Park, CEO

281-466-1600

hpark@power3medical.com

Investor Relations:

Equiti-trend Advisors LLC

(800) 953-3350 toll-free

(858) 436-3350 local