<PAGE>
                                  UNITED STATES
                       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 SEPTEMBER 30, 2004

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE TRANSITION PERIOD FROM __________ TO __________

                           COMMISSION FILE NO. 0-24921

                                   ----------

                         POWER 3 MEDICAL PRODUCTS, INC.
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                          <C>
                NEW YORK                                          65-0565144
     (State or other jurisdiction of                           (I.R.S. Employer
      incorporation or organization)                         Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
 3400 RESEARCH FOREST DRIVE, SUITE B2-3
            WOODLANDS, TEXAS                                        77381
(Address of principal executive offices)                          (Zip code)
</TABLE>

         Issuer's telephone number, including area code: (281) 466-1600

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for 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 November 15, 2004, there were 62,252,930 shares of voting common stock of
the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                EXPLANATORY NOTE

     This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2004, as originally filed on November 15,
2004, is being filed solely to refile Exhibits 10.1, 10.2 and 10.3. These
exhibits were previously filed with our Quarterly Report on Form 10-QSB on
November 15, 2004 in conjunction with a request for confidential treatment. The
redactions to Exhibits 10.1, 10.2 and 10.3 have been amended in accordance with
a revised request for confidential treatment filed separately by Power 3 Medical
with the Securities and Exchange Commission. An amended list of exhibits is set
forth below.

     Except as described above, no other changes have been made to the Report.
This Amendment No. 1 does not update any other disclosures to reflect
developments since the original date of filing.
<PAGE>
                                     PART II

ITEM 6. EXHIBITS

(a)  Each of the following exhibits is incorporated by reference or filed
     herewith:

<TABLE>
<CAPTION>
Exhibit No.   Description
-----------   -----------
<S>           <C>
3.1           Certificate of Incorporation (incorporated by reference to Exhibit
              2.5 to the Company's Form 10-SB filed on September 28, 1998).

3.2           Certificate of Merger (incorporated by reference to Exhibit 2.7 to
              the Company's Form 10-SB filed on September 28, 1998).

3.3           Certificate of Amendment of the Certificate of Incorporation
              (incorporated by reference to Exhibit 2.9 to the Company's Form
              10-SB filed on September 28, 1998).

3.4           Certificate of Amendment of the Certificate of Incorporation
              (incorporated by reference to Exhibit 3.(I).10 to the Company's
              Form S-3 filed on March 2, 2000).

3.5           Certificate of Amendment to the Certificate of Incorporation
              (incorporated by reference to Exhibit 3.1 to the Company's Form
              8-K filed on November 5, 2004).

3.6           Bylaws (incorporated by reference to Exhibit 2.10 to the Company's
              Form 10-SB filed on September 28, 1998).

4.1           Form of Convertible Debenture Due October 28, 2007 (incorporated
              by reference to Exhibit 4.1 to the Company's Form 8-K filed on
              November 3, 2004).

4.2           Form of Common Stock Purchase Warrant (incorporated by reference
              to Exhibit 4.2 to the Company's Form 8-K filed on November 3,
              2004).

4.3           Form of Additional Investment Right (incorporated by reference to
              Exhibit 4.3 to the Company's Form 8-K filed on November 3, 2004).

10.1*+        Exclusive License Agreement dated effective as of June 28, 2004 by
              and between Baylor College of Medicine and Power 3 Medical
              Products, Inc.

10.2*+        Patent and Technology License Agreement dated August 1, 2004 by
              and between The Board of Regents of The University of Texas
              System, on behalf of The University of Texas M.D. Anderson Cancer
              Center, and Power 3 Medical Products, Inc.

10.3*+        Patent and Technology License Agreement dated September 1, 2003 by
              and between The Board of Regents of The University of Texas
              System, on behalf of The University of Texas M.D. Anderson Cancer
              Center, and Advanced Bio/Chem, Inc. (d/b/a ProteEx).

31.1*         Certification of Power 3 Medical Products, Inc.'s Chief Executive
              Officer, Steven B. Rash, pursuant to Section 302 of the Sarbanes-
              Oxley Act of 2002.

31.2*         Certification of Power 3 Medical Products, Inc.'s Chief Financial
              Officer, Michael J. Rosinski, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

32.1**        Certification Pursuant to Section 906.

32.2**        Certification Pursuant to Section 906.
</TABLE>

*    Filed with this report.

**   Previously furnished.

+    Portions of this exhibit have been omitted and separately filed with the
     Securities and Exchange Commission with a request for confidential
     treatment.
<PAGE>
                                   SIGNATURES

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

Dated: March 28, 2005                   POWER 3 MEDICAL PRODUCTS, INC.


                                        By: /s/ Steven B. Rash
                                            ------------------------------------
                                            Steven B. Rash
                                            Chief Executive Officer
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.   Description
-----------   -----------
<S>           <C>
3.1           Certificate of Incorporation (incorporated by reference to Exhibit
              2.5 to the Company's Form 10-SB filed on September 28, 1998).

3.2           Certificate of Merger (incorporated by reference to Exhibit 2.7 to
              the Company's Form 10-SB filed on September 28, 1998).

3.3           Certificate of Amendment of the Certificate of Incorporation
              (incorporated by reference to Exhibit 2.9 to the Company's Form
              10-SB filed on September 28, 1998).

3.4           Certificate of Amendment of the Certificate of Incorporation
              (incorporated by reference to Exhibit 3.(I).10 to the Company's
              Form S-3 filed on March 2, 2000).

3.5           Certificate of Amendment to the Certificate of Incorporation
              (incorporated by reference to Exhibit 3.1 to the Company's Form
              8-K filed on November 5, 2004).

3.6           Bylaws (incorporated by reference to Exhibit 2.10 to the Company's
              Form 10-SB filed on September 28, 1998).

4.1           Form of Convertible Debenture Due October 28, 2007 (incorporated
              by reference to Exhibit 4.1 to the Company's Form 8-K filed on
              November 3, 2004).

4.2           Form of Common Stock Purchase Warrant (incorporated by reference
              to Exhibit 4.2 to the Company's Form 8-K filed on November 3,
              2004).

4.3           Form of Additional Investment Right (incorporated by reference to
              Exhibit 4.3 to the Company's Form 8-K filed on November 3, 2004).

10.1*+        Exclusive License Agreement dated effective as of June 28, 2004 by
              and between Baylor College of Medicine and Power 3 Medical
              Products, Inc.

10.2*+        Patent and Technology License Agreement dated August 1, 2004 by
              and between The Board of Regents of The University of Texas
              System, on behalf of The University of Texas M.D. Anderson Cancer
              Center, and Power 3 Medical Products, Inc.

10.3*+        Patent and Technology License Agreement dated September 1, 2003 by
              and between The Board of Regents of The University of Texas
              System, on behalf of The University of Texas M.D. Anderson Cancer
              Center, and Advanced Bio/Chem, Inc. (d/b/a ProteEx).

31.1*         Certification of Power 3 Medical Products, Inc.'s Chief Executive
              Officer, Steven B. Rash, pursuant to Section 302 of the Sarbanes-
              Oxley Act of 2002.

31.2*         Certification of Power 3 Medical Products, Inc.'s Chief Financial
              Officer, Michael J. Rosinski, pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002.

32.1**        Certification Pursuant to Section 906.

32.2**        Certification Pursuant to Section 906.
</TABLE>

*    Filed with this report.

**   Previously furnished.

+    Portions of this exhibit have been omitted and separately filed with the
     Securities and Exchange Commission with a request for confidential
     treatment.