`U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

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

         For the quarterly period ended March 31, 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

                         Power 3 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.)


8374 Market Street, Number 439
Bradenton, Florida                                              34202
(Address of principal executive offices)                      (Zip Code)

                                 (941) 360-3039
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)

        The number of shares outstanding of the registrant's common stock, par
value $.001 per share, as of March 31, 2004 was 8,442,830 shares. The number of
shares outstanding of the registrant's preferred series A stock, par value $.001
per share, as of March 31, 2004 was 3,870,000 share which is equivalent to
38,700,000 common stock on fully diluted basis.



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




                                       1




                                      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 Consolidated Financial Statements                    7

Item 2. Management's Discussion and Analysis of Financial             10
        Condition and Results of Operations


Part II. OTHER INFORMATION

Item 1. Legal Proceedings                                             12

Item 2. Changes in Securities                                         13

Item 3. Defaults Upon Senior Securities                               13

Item 4. Submission of Matters to a Vote of Security Holders           13

Item 5. Controls and Procedures                                       13

Item 6. Exhibits and Reports on Form 8-K                              14

SIGNATURES                                                            14

CERTIFICATIONS                                                        15




                                       2




                          PART I. FINANCIAL INFORMATION



        This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of Power 3 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 Power 3
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 Power 3 Medical Products, Inc.'s working capital and the
ability of Power 3 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 Power 3 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 Power 3 Medical Products, Inc. or any other person that the
objectives and plans of Power 3 Medical Products, Inc. will be achieved. Except
for its ongoing obligation to disclose material information as required by the
federal securities laws, Power 3 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.




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Item 1. Financial Statements

                         Power 3 Medical Products, Inc.

                      Condensed Consolidated Balance Sheet
                                 March 31, 2004
                                   (Unaudited)
________________________________________________________________________________

ASSETS

CURRENT ASSETS:
   Cash                                                       $       105
   Accounts receivable (net of allowance for doubtful
    accounts of $0.00)                                                971 
     Total current assets                                           1,076 

TOTAL ASSETS                                                  $     1,076
                                                              ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued and other liabilities          $   860,463
  Stockholder advances                                            123,263
  Notes payable - related party                                    54,500
  Other notes payable                                              25,000 
      Total current liabilities                                 1,063,226 

STOCKHOLDERS' DEFICIT:
  Series A Preferred stock, $.001 par value, 50,000,000
   shares authorized; 3,870,000 shares issued and
   outstanding with a liquidation value of $387,000.                3,870
  Common stock, $.001 par value, 150,000,000 shares
   authorized; 8,442,830 shares issued and outstanding              8,442
  Common stock subscribed (505,110 shares)                            505
  Additional paid-in capital                                    9,428,163
  Deferred stock compensation                                    (675,000)
  Deficit                                                      (9,828,130)
       Total stockholders' deficit                             (1,062,150)

Total                                                         $     1,076
                                                              ============
________________________________________________________________________________

See the accompanying notes to the consolidated financial statements.




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                         Power 3 Medical Products, Inc.

                 Condensed Consolidated Statements Of Operations
                   Three Months Ended March 31, 2004 and 2003
                                   (Unaudited)
________________________________________________________________________________

                                            Three             Three
                                        Months Ended      Months Ended
                                       March 31, 2004    March 31, 2003

Revenues                                 $   11,491       $     10,733 

Costs and expenses:
   Costs of revenues earned                   5,173              4,750
   Interest                                   1,514              2,988
   Stock based compensation                 225,000                  -
   Other operating expenses                 161,557             89,813 
      Total expenses                        393,244             97,551 

NET LOSS                                 $ (381,753)      $    (86,818)
                                         ===========      =============

Per share information - basic and
  fully diluted                          $     (.05)      $      (0.00)
                                         ===========      =============

Weighted average shares outstanding-
  basic and diluted                       7,453,800          1,012,830
                                         ===========      =============

________________________________________________________________________________

See the accompanying notes to the consolidated financial statements.




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                         Power 3 Medical Products, Inc.

                 Condensed Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 2004 and 2003
                                   (Unaudited)
________________________________________________________________________________

                                                        2004           2003
Cash flows from operating activities-
  Net cash (used in) operating activities           $  (56,976)    $  (22,420)

Cash flows from financing activities-
  Net cash provided by financing activities             56,533         90,000 

Increase (decrease) in cash and cash equivalents          (443)        67,580

Cash , beginning of period                                 548             47 

Cash, end of period                                 $      105     $   67,627
                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of accrued payroll to preferred stock    $        -     $  200,000
                                                    ===========    ===========
Conversion of convertible notes payable to equity   $        -     $    7,500
                                                    ===========    ===========
________________________________________________________________________________

See the accompanying notes to the consolidated financial statements.




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                         POWER 3 MEDICAL PRODUCTS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004
                                   (UNAUDITED)

(1) Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information and Item 310(b) of Regulation S-B.
They do not include all of the information and footnotes required by GAAP 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 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.

The accompanying 2004 consolidated financial statements include the accounts of
Power 3 Medical Products, Inc., and its wholly owned subsidiary - Power3
Medical, Inc. (collectively, the "Company"). C5 Health, Inc. is not included in
the March 31, 2004 consolidated financial statements as it was dissolved
effective December 31, 2003. All inter-company transactions and balances have
been eliminated in consolidation. The Company, which had limited business
activity in 2004 and 2003, is engaged in product development, sales and
distribution and services for the healthcare industry.

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 consolidated financial statements of the Company as of
December 31, 2003 and for the two years ended December 31, 2003 and 2002,
including notes thereto included in the Company's December 31, 2003 Form 10-KSB.

On September 12, 2003, Surgical Safety Products, Inc. amended its Certificate of
Incorporation to (a) declare a 1:50 reverse split of it common stock (b)
increase the authorized capital to 150,000,000 shares of common stock and
50,000,000 shares of preferred stock, and (c) change its name to Power 3 Medical
Products, Inc. This stock split, which reduced the then outstanding number of
common shares from 50,641,501 to 1,012,830, did not impact and/or reduce the
number of shares that may be issued as a result of the conversion of the
outstanding preferred shares. The par value of the common stock remained the
same at $.001 per share. All references to the number of shares in the




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accompanying consolidated financial statements and notes thereto have been
adjusted to reflect the stock split as if it occurred on January 1, 2003.

The Company's 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 has experienced recurring losses from
operations and has stockholders' and working capital deficits of $1,062,150 at
March 31, 2004. 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 and the successful integration of
an operating business. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems, expenses and complications
frequently encountered by entrance into established markets and the competitive
environment in which the Company operates. Management's plans include searching
for an appropriate merger and/or acquisition target. In the interim, management
will attempt to fund operations by raising debt or equity capital through
borrowings and/or private placements. However, there is no assurance that the
Company will be successful in their efforts to raise capital and/or to locate a
suitable merger or acquisition target, or that such merger or acquisition can be
accomplished on acceptable terms. These factors, among others, indicate that the
Company may be unable to continue as a going concern for a reasonable period of
time.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(2) Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share are calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share are calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. 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
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.




                                       8




At March 31, 2004, the Company has net operating loss carryforwards for income
tax purposes of approximately $5,932,000 These net operating loss carryforwards
expire at various times through the period ended March 31, 2024, however because
the Company has experienced changes in control and incurred significant
operating losses, utilization of the income tax loss carryforwards are not
assured. As a result, the non-current deferred income tax asset arising from
these net operating loss carryforwards is not recorded in the accompanying
consolidated balance sheet because the Company established a valuation allowance
to fully reserve such assets as their realization did not meet the required
asset recognition standard established by SFAS 109. At March 31, 2004, the
Company did not have any significant temporary

The provision for income taxes differs from the amount computed by applying the
statutory rate of 34% to income before income taxes due to the effect of the net
operating loss.

(4) Related Party Transactions

At March 31, 2004, $81,700 of the stockholder advances in the consolidated
balance sheet are non-interest bearing and $41,563 bear interest at a fixed rate
of 10% per annum. All of the advances are unsecured and due on demand.

On July 1, 2003, the Company entered a consulting arrangement with one of the
holders of Series A Preferred Stock to provide strategic and corporate
development services on behalf of the Company. This arrangement is on a month to
month basis and is for $10,000 per month (resulting in first quarter 2004
expense of $30,000). At March 31, 2004, $90,000 was unpaid and due under this
arrangement. This amount is included in accounts payable and accrued and other
liabilities.

In addition to the above, at March 31, 2004, accounts payable and accrued and
other liabilities included other amounts owed to officers, directors and other
affiliates of approximately $553,000.

At March 31, 2004, notes payable - related party consists of three unsecured
promissory notes due to a former officer ($9,500), a former officer's spouse
($25,000) and a preferred stockholder ($20,000) totaling $54,500. The notes,
which are in default, bear interest at fixed rates between 10% and 12% per
annum.

(5) Stockholders Deficit

The Company issued 6,000,000 shares of common stock to consultants during the
quarter ended March 31, 2004 for services rendered and to be rendered for the
remainder of the current fiscal year. As a result, the Company will record total
stock based compensation of $900,000 during the term of the agreement, which
amount was based on the number, and fair value, of shares issued. At March 31,
2004, $225,000 of this amount has been charged to operations; the remaining
amount of $675,000 has been reflected as deferred stock compensation and will be




                                       9




amortized to expense during the final three quarters of 2004.

Also during the quarter ended March 31, 2004 the Company received $61,533 from
an investor for the purchase of 205,110 restricted common shares. These shares
were issued subsequent to March 31, 2004; accordingly the par value of the
related shares has been reflected as common stock subscribed at March 31, 2004.

(6) Subsequent Event

In April 2004, the Company entered a one year "technology transfer agreement"
with an unrelated consulting firm. As consideration for services to be performed
over the term of the agreement, the Company issued 240,000 shares of its
restricted common stock. The shares vest ratably over the term of the agreement
and may be canceled by either party upon ninety days notice. As a result of this
agreement, the Company will recognize certain stock based consulting expenses in
2004 and 2005.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

        The Company's (PWRM: OTCBB) overall mission is the research, development,
production and distribution of innovative products and services for healthcare.
The Company's sole current product is a traditional safety product called
SutureMate(R)surgical safety device. The Company intends to develop additional
products and services relating to providing a safer and more efficient
environment for healthcare workers, manufacturers and patients and to expand its
operations to provide products and services for immediate communication and
access to information in the healthcare industry while complying with expanding
patient confidentiality regulations. However, no additional products are
currently under development and such additional planned products may never be
developed or offered.

        The Company was relatively inactive during much of 2003 and the first
quarter of 2004 as it sought a merger partner and working capital to carry out
its business plan. The Company currently has a single product, which accounts
for all of its revenue generating operations. This product, the
SutureMate(R)surgical safety device, a patented, disposable, surgical assist
device, was initially introduced in 1993. The SutureMate(R)surgical safety
device allows the surgeon to use a safer, more efficient method of surgical
stitching and has features to prevent accidental needle sticks and assist in
finishing surgical sutures with one hand, including a foam needle-cushion and a
suture-cutting slot. The Company expects to automate the manufacture of the
SutureMate(R) surgical safety device if sales volume can be increased to
economic levels.

        The Company has other products including patented medical devices and other
non-patented digital products which to date have not been fully developed and




                                       10




have not created significant revenue. The Company does not presently plan to
further develop these products unless it can secure strategic alliances to
assist in development and commercialization of such products. Because, these
products may never be developed to a state of commercial significance or
viability, the Company is seeking to expand its business through the acquisition
of additional products or additional lines of business that do not require
significant development. There can be no assurance that the Company will be
successful in its efforts.

Corporate Developments

        In February 2004, the Company's board of directors authorized and approved
the removal of the redeemable feature on the Company's Series A Preferred Stock,
which was issued in 2003.

        In January 2004, the Company's Board of Directors approved the 2004
Directors, Officers and Consultants Stock Option, Stock Warrant, and Stock Award
Plan (the 2004 Plan). Pursuant to the 2004 Plan, initially 10,000,000 shares of
common stock, warrants, options, preferred stock or any combination thereof may
be optioned. After the grant of any option, warrant or share of preferred stock,
the number of shares that may be optioned under the 2004 Plan will be increased.
The number of shares of such increase shall be an amount such that immediately
following such increase, the total number of shares issuable under this plan and
reserved for issuance upon exercise of options, warrants, or conversion of
shares of preferred stock will equal 15% of the total number of issued and
outstanding shares of the Company's common stock.

Effective January 16, 2004, the Company issued 6,000,000 shares of its common
stock to three consultants as consideration for their advice and consultation on
certain business and financial matters during the year ended December 31, 2004.
Because the Company's common stock had a value of $.15 per share on the date the
agreements were entered, the Company has recognized $225,000 of stock based
consulting expenses in the first quarter of fiscal 2004 (or 25% of the total
anticipated stock based consulting expense for 2004 arising from these
issuances)

In addition, on such date, the Company issued 2,000,000 warrants entitling the
holder to purchase shares of the Company's common stock for various prices.
However these warrants, and the related rights, were subsequently rescinded and
canceled.

Results of Operations for the Three Months Ended March 31, 2004 and 2003

        Revenues for the quarter ended March 31, 2004 were $11,491 compared to
$10,733 for the same period last year, an increase of $758. The increase is
attributable to an increase in sales of the SutureMate(R)surgical safety device
during the first quarter of 2004.

        Interest expense decreased by $1,474 to $1,514 for the quarter ended March
31, 2004 compared to $2,988 for the same period last year. The decrease resulted




                                       11




primarily because certain debt was converted to equity in December 2003, and
certain other debt was considered extinguished as of December 31, 2003.

        Stock compensation increased to $225,000 for the quarter ended March 31,
2004 as compared to $0 for the same period last year. The increase is a result
of the issuance of shares to consultants during the first quarter of 2004.

        Other operating expenses increased by $71,744 to $161,557 for the quarter
ended March 31, 2004 compared to $89,813 for the same period last year. This
increase is mainly due to increased payroll accruals and an increase in
consulting expenses.

        Net loss for the quarter ended March 31, 2004 was $381,753 compared to
$86,818 for the same period last year.

Liquidity and Capital Resources

        As of March 31, 2004 the Company has minimal cash and other current assets.
In addition it has a stockholders' deficit of $1,062,150 as of March 31, 2004.

        The Company's sole source of funding during the first quarter of 2004 was
from an investment of $61,533 in restricted shares of common stock.

        Based on its current operating plan, the Company does not believe its
existing resources together with cash generated from operations will be
sufficient to satisfy the Company's contemplated working capital requirements
for the next fiscal year. The Company anticipates that it will need to raise
capital through the sale of equity interests or borrow funds to sustain its
operations. The Company has no agreements, commitments or understandings with
respect to such debt or equity financing at this time.

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


                           Part II. OTHER INFORMATION


Item 1. Legal Proceedings

        On March 25, 2002, the Company agreed to pay IBM $20,000 on or before May
31, 2002 as settlement for certain litigation. The settlement was predicated on
the Company paying this amount by May 31, 2002. However, the Company was unable
to pay these funds, and as such, the settlement amount was increased to $100,000
plus interest commencing June 1, 2002. The Company believes that this settlement
was in the best interest of the Company and its shareholders as it minimized the
potential exposure should the Company have been unsuccessful at trial. The
Company charged the additional $80,000 due to the vendor to operations during
2002. The total liability of $100,000 remains in accounts payable and accrued




                                       12




and other liabilities in the accompanying consolidated balance sheet as of March
31, 2004.

        On January 30, 1998, the Company entered into an agreement with a health care
provider (the "Provider") in which the Provider was to perform clinical testing
of ten surgical or medical products submitted by the Company. The agreement,
which was personally guaranteed by the Company's predecessor CEO, expired on
January 30, 2003 and required the Company to pay the Provider a fixed amount of
$25,000 for each of the ten studies. The agreement further provided that the
Company was obligated to pay the $250,000 even if the Company elected to forego
having the Provider perform the clinical testing. The Company did not submit any
products for clinical testing during the term of the agreement and/or pay any
amounts due under this arrangement. For various reasons, the Provider has
effectively agreed to waive their rights under the agreement provided that the
Company either (1) enters into a new profit participation agreement with the
Company under which the Provider would receive no less than $250,000 within a
four year period commencing on the date of such agreement or (2) makes an
immediate payment of $50,000 to the Provider. As a result thereof, the Company
has recorded a $50,000 liability as of December 31, 2002, which amount
represents the probable amount of the liability existing at such time, as well
as at March 31, 2004. If the Company elects to enter a new profit
participation agreement, the new agreement is expected to retain the existing
personal guaranty of the Company's previous CEO. Neither the Company nor the
Provider has filed any litigation relating to this contract.

        The Company knows of no other significant legal proceedings to which it is
a party or to which any of its property is the subject or any unsatisfied
judgments against the Company and knows of no other material legal proceedings
which are pending, threatened or contemplated.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

        No matters were submitted to the security holders for a vote during the
quarter ended March 31, 2004.

Item 5. Controls and Procedures

        Based on their evaluation, as of a date within 90 days of the filing date
of this Form 10-QSB, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures (as
defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of




                                       13




1934, as amended) are effective. There have been no significant changes in
internal controls or in other factors that could significantly affect these
internal controls subsequent to the date of this evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

None

(b)  Reports on Form 8-K

                                   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 thereunto duly authorized.

                                  Power 3 Medical Products, Inc. (Registrant)


Date: May 14, 2004                By: /s/ Timothy Novak
                                      Timothy Novak
                                      Chairman and 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/ Timothy Novak          Chairman and Chief                May 14, 2004
Timothy Novak              Executive Officer



/s/ R. Paul Gray           Director, Secretary, Treasurer    May 14, 2004
R.  Paul Gray              and Chief Financial Officer




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