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

                                   Form 10-KSB
                                   (Mark One)

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

                   For the fiscal year ended December 31, 2003

        [ ] 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.
                       Fka Surgical Safety 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)

        Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

        State issuer's revenues for its most recent fiscal year. $45,874.

        On March 26, 2004, the aggregate market value of shares of common stock
owned by non-affiliates was $5,004,233.




                                       1




        The number of shares outstanding of the registrant's common stock, par
value .001 per share, as of March 26, 2004 was 8,443,563 shares. The number of
shares outstanding of the registrant's preferred series A stock, par value .001
per share, as of March 26, 2004 was 3,870,000 share which is equivalent to
38,700,000 common stock on fully diluted basis




                                       2




                                TABLE OF CONTENTS


PART I

Item 1. Description of Business                                         4
Item 2. Description of Property                                         13
Item 3. Legal Proceedings                                               14
Item 4. Submission of Matters to a Vote of Security Holders             14

PART II

Item 5. Market for Common Equity and Related Shareholder Matters        14
Item 6. Management's Discussion and Analysis or Plan of Operation       16
Item 7. Consolidated Financial Statements                               21
Item 8. Changes and Disagreements with Accountants on Accounting And
        Financial Disclosure                                            36
Item 8a. Controls and Procedures                                        36

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act               36
Item 10. Executive Compensation                                         38
Item 11. Security Ownership of Certain Beneficial Owners and
         Management                                                     41
Item 12. Certain Relationships and Related Transactions                 42
Item 13. Exhibits and Reports on Form 8K                                42
Item 14. Principal Accountant Fees and Services                         45

SIGNATURES                                                              46




                                       3




                                     PART I

        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.

Item 1. Description of Business.

Business Development

        Power 3 Medical Products, Inc. (the "Company" or "Power 3 Medical") is
incorporated in the State of New York and qualified to do business as a foreign
corporation in the State of Florida. Power 3 Medical was originally incorporated
under the laws of the State of Florida on May 15, 1992 and was known as Surgical
Safety Products, Inc. On November 28, 1994 the Company merged into Sheffeld
Acres Inc., a New York corporation that had approximately 1,100 shareholders,
but had never commenced operations. Although Sheffeld Acres, Inc. was
technically the surviving entity, the Company changed its name after the merger
to Surgical Safety Products, Inc. Articles of Merger were filed with the State
of Florida on October 12, 1994 and a Certificate of Merger was filed with the
State of New York on February 8, 1995. The Company filed to do business as a
foreign corporation on April 11, 1995 in the State of Florida. On September 12,
2003, the Company changed its name to Power 3 Medical Products, Inc. The
Company's Common Stock is quoted on the OTC Bulletin Board under the symbol
"PWRM". The Company's corporate mailing address is 8374 Market Street, Number
439, Bradenton, Florida 34202, its telephone number is (941) 360-3039 and its
facsimile number is (270) 423-6811.

        The Company has two wholly owned subsidiaries: C5 Health, Inc., a private
Delaware corporation and Power3 Medical, Inc., a private Nevada corporation. C5
Health, Inc. was legally dissolved in Delaware on December 31, 2003 and
withdrawn from doing business in the state of Florida at the same time.

Power3 Medical, Inc. was formed on March 31, 2003 for the purpose of
re-domiciling the Company in the State of Nevada but this proposed transaction
was not executed and the subsidiary remains inactive




                                       4




General

        The Company's 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. Although the Company intends to develop additional
products and services and to develop and market electronic solutions to the
healthcare industry, 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 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. The SutureMate(R) surgical safety device, a patented, disposable,
surgical assist device, was initially introduced in 1993. Its unique design
facilitates one-handed suturing. 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
have not created significant revenue. The Company does not presently plan to
further develop these products and is seeking strategic alliances to pursue the
development and commercialization of these products. It is anticipated by the
Company's management that 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

        On September 12, 2003, the Company as a result of a shareholder approval,
changed its name to Power 3 Medical Products, Inc., authorized an increase in
the authorized common stock to 150,000,000 shares, authorized an increase in the
authorized preferred stock to 50,000,000 shares and authorized a fifty (50) to
one (1) reverse stock split. This stock split, which reduced the 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 any conversions of
Series A, preferred stock. The par value of the common stock remained the same
at $.001 per share. All references to the number of shares in this 10-Ksb have
been adjusted to reflect the stock split as if it occurred on January 1, 2002.


        In May 2002, the Company entered a lease expiring May 2006 for its
corporate offices for a monthly lease obligation of $4,500. This lease was
terminated on October 26, 2002 and all future obligations were released in
exchange for a promissory note totaling $33,009, which included termination and
all related fees. The promissory note was due October 29, 2003 and had accrued
interest at 6% per annum. On December 29, 2003, this note was renegotiated and
at December 31, 2003 only $10,000 remained outstanding. The note was paid in
2004.

        On August 12, 2002 and effective June 1, 2002, the board of directors
passed a resolution regarding employment arrangements with its newly appointed
chief executive officer, Timothy S. Novak and chief financial officer, R. Paul
Gray. The Board resolved that such arrangement be for an annual salary of
$150,000 for each officer. The agreements may be terminated for any reason; if
the Company elects to do so without cause, then the officers will be entitled to
compensation and benefits for a period of ninety days. Under these agreements
the Company had accrued salaries of $125,000 to these officers as of March 31,




                                       5




2003. On March 31, 2003, each officer converted $100,000 of this accrued and
unpaid salary in consideration for issuance of preferred stock as described
below. On October 15, 2003, the salary for each officer was increased to
$180,000 per year as approved by the board of directors and as outlined in their
respective employment arrangements under the annual increase provisions.

        On March 31, 2003, the Company's board of directors authorized and approved
several resolutions (the "Restructure Plan"). The Restructure Plan included the
creation of a 2003 Stock Compensation Plan and filing of Form S-8 to register
shares under such plan, the authorization of a Series A Preferred Stock
consisting of 4,000,000 shares, issuance of 2,660,000 shares of such stock in
consideration of accrued and unpaid salary totaling $200,000 to officer's Tim
Novak and Paul Gray, issuance of 1,330,000 shares of such stock to Mr. Jerry
Leonard in consideration of $100,000 cash, the incorporation of a subsidiary to
be known as Power3 Medical, Inc. (which has been incorporated under the laws of
the state of Nevada as a wholly owned subsidiary of the Company), approval of a
merger agreement with and into Power3 Medical, Inc. 2003 and the issuance of one
share of Power3 Medical, Inc. to the Company's shareholders in exchange for each
50 shares of the Company's common stock held by such shareholders on the
anticipated date of the merger (June 19, 2003). The proposed transaction with
the Nevada subsidiary was canceled in 2003 and no shares were issued under the
2003 Stock Compensation Plan.

        On March 31, 2003 the Company entered a series of consultant relationships
to assist in business development and company and product acquisitions. These
consultant agreements are encompassed in the 2003 Stock Compensation Plan as
described in preceding paragraph. These consultants were to have received
warrants for 8,000,000 shares of common stock registered under a contemplated
S-8 filing described above but these arrangements and related filings were
canceled and no warrants of shares were issued.

        During the year ended December 31, 2003, a stockholder contributed $90,000
in exchange for the right to receive a total of 300,000 shares of the Company's
restricted common stock. These shares were not issued as of December 31, 2003
and accordingly have been reflected as common stock subscribed in the Company's
audited financial statements. In 2004 this same stockholder contributed $60,000
in exchange for the right to receive a total of 200,000 shares of the Company's
restricted common stock. These shares have not yet been issued.

        The Company signed a letter of intent with Scan America USA, Inc. on July
11, 2002 to effect a 50/50 merger. Scan America USA, Inc., a private Florida
corporation is a provider of electron beam tomography (EBT) technology and has a
mobile EBT scanner presently deployed. This letter of intent was subsequently
terminated in the first quarter of 2003.

        Dr. Michael Swor resigned from the board of directors in February 2003.

        At December 31, 2003, the Company was indebted to Dr. Michael Swor for
$41,563 for advances he made on behalf of the Company. The advances bear
interest at a fixed rate of 10% per annum and are due on demand. In addition,
the Company is indebted to Dr. Swor in the amount of $76,700 representing
advances to the Company. These advances are unsecured, non-interest bearing and
due on demand.

        At December 31, 2002, unsecured promissory notes were due to Mr. Tim Novak
in the amount of $22,000 and to Mr. Paul Gray in the amount of $17,000. These
notes had accrued interest at 9.5% per annum, were unsecured, and were due on
demand. During 2003, these notes payable were satisfied by the Company along
with $6,400 in accrued and unpaid interest.

        At December 31, 2003, the Company owed Dr. Michael Swor accrued salary of
$83,333, Mr. Tim Novak accrued salary of $192,500, Mr. Paul Gray accrued salary
of $130,000, and Mr. Ben Rosenbaum, a former officer of C5 Health, Inc., accrued
salary of $30,000.

        During 2003 the Company converted certain shareholder advances into related
party notes payables. At December 31, 2003, these notes payable 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




                                       6




$54,500. The notes which are all in default as of December 31, 2003 are
unsecured and bear interest at fixed rates between 10% and 12% per annum.

At December 31, 2002, the Company had convertible promissory notes payable
aggregating $57,500. During the year ended December 31, 2003, the following
conversions occurred:

        o $37,500 of these notes were converted to 95,000 shares of the
          Company's common stock.

        o $20,000 of the convertible notes were converted to other notes
          payable. These notes are unsecured, bear interest at a rate of 6% per
          annum and are due on December 31, 2004.

On January 16, 2004, the Company agreed to provide the following consideration
to certain consultants in exchange for their advice and consultation on certain
business and financial matters in 2004:

        o 6,000,000 shares of common stock were issued to three consultants.
          Because the Company's common stock had a value of $.15 per share on
          the date the agreements were entered, the Company will recognize
          $900,000 of stock based compensation expense in 2004 under these
          agreements.

        o 2,000,000 warrants entitling the holder to purchase common stock for
          the following prices:

Warrant Description               Number of Warrants             Price Per Common Share

 Class A Warrants                      500,000                            $.20
 Class B Warrants                      500,000                            $.40
 Class C Warrants                      500,000                            $.60
 Class D Warrants                      500,000                            $.80

        Business of Issuer

        In the last several years, the Company had maintained several operating
divisions to encompass their various products and services. These included an
Information Systems Division and Medical Products Division. These are no longer
distinct divisions, as most of the products are no longer considered
commercially viable by management. The only remaining viable product is the
SutureMate(R) surgical safety device as discussed below.

        SutureMate(R) Surgical Safety Device

        The SutureMate(R)surgical safety device is a patented, disposable, surgical
assist device, initially introduced in 1993. Its unique design facilitates the
one-handed suturing technique. When one-handed suturing is not used, extra steps
are required by the surgeon or the assistant in cutting the needle free of the
suture thread and extra time and hand movements are required of the surgeon in
manually adjusting needles while using a needle holder in most suturing
processes. The SutureMate(R) surgical safety device allows the surgeon to use a
safer, more efficient method of surgical stitching. The product has safety and
convenience features, which include a foam needle-cushion and a suture-cutting
slot to assist in one-handed suturing.

        The SutureMate(R) surgical safety device was re-designed in late 1998 and
has been re-released since demand has increased due to statutory changes
relating to needlestick injuries. Legislation has been adopted at both the
federal and state level. An overview of state needle safety legislation can be
viewed at www.cdc.gov/niosh/ndl-law.html. This legislation essentially requires
state agencies with employees at risk to implement needleless systems and sharps
with engineered sharps injury protection in order to prevent the spread of
bloodborne pathogens in the workplace.

        The product was re-engineered and updated after feedback from over 4,000
surgeons and surgical technologists who used or reviewed the product since its
inception. As a result of the re-design, the Company believes that there are new




                                       7




clinical advantages and that the product can be produced at a significantly
lower manufacturing cost. These beliefs are based on the fact that the re-design
includes a tent-like configuration with a hidden cutting device contained
between the adhesive base and the holding device. This allows the surgeon to
separate the needle from the suture without a scrub nurse intervening with a
scissor. The cost reduction will result from the fact that the original version
cost approximately $6.00 per unit while the new version costs approximately
$1.10 per unit including packaging and sterilization, allowing it to be marketed
in the $4 to $6 range which is more in keeping with pricing for a disposable
product. Due to its acceptance by user and quality standards, the SutureMate(R)
surgical safety device is a "proven" product that complies with current
legislation.

        On Feb 13, 2001, the Company announced an agreement with DeRoyal
Industries, Inc. ("DeRoyal") to distribute the SutureMate(R) surgical safety
device worldwide. DeRoyal is the largest privately held healthcare supplier of
safety devices with over 250 sales representatives worldwide. Formed in 1973,
DeRoyal is a international, vertically-integrated supplier of institutional and
consumer healthcare products and services, with 27 subsidiaries and affiliates
in seven states (California, Florida, Georgia, Oklahoma, South Carolina,
Tennessee, and Virginia) and ten countries (Canada, Costa Rica, England,
Estonia, Germany, Ireland, Italy, the Netherlands, Sweden and the United
States). DeRoyal's four business units, Acute Care, Patient Care, Wound Care and
OEM (original equipment manufacturer) produce more than 25,000 products,
including: rehabilitation and therapy products, sports medicine supports,
orthopedic bracing and supports, fiberglass and plaster casting; wound care
dressings; unitized surgical delivery systems; surgical accessories; neonatal,
labor and delivery products; angiographic, endoscopic, anesthesia and
temperature monitoring products; as well as manufacturing services in plastics,
textiles, electrical manufacturing, converting and sterilization. DeRoyal
introduced the re-designated SutureMate(R) surgical safety device at the
national convention of the Association of Operating Room Nurses (AORN), a
national association of operating room nursing professionals, in March, and
placed an order for 8,000 units for which the Company was paid when it made
delivery in May 2001. DeRoyal carries the SutureMate(R) surgical safety device
in its surgical safety accessory line, which is being highly promoted in the
current environment of bloodborne pathogen concern and increased safety
legislation. The Company received orders for approximately 20,000 SutureMate(R)
surgical safety devices in 2003 and approximately 10,000 units in the 1st
quarter of 2004.

        The Company continues to ship this product. Currently, the re-designed
SutureMate(R)surgical safety device is manufactured by the Hansen Plastic
Division of Tuthill Corporation at their plant located in Clearwater, Florida
("Tuthill"). There is no blanket agreement between the Company and Tuthill
regarding the manufacturing of the SutureMate(R) surgical safety device and each
manufacturing run is separately contracted as required. The Company believes
that there are a large number of manufacturers that would be willing and capable
of manufacturing the SutureMate(R)surgical safety device if its relationship
with Tuthill is interrupted for any reason. The Company is continuing the
process of negotiating additional manufacturing sources and original equipment
manufacturer sales.

Business Strategy

        The Company's business strategy, which is dependent upon obtaining
sufficient additional financing, is to enhance the commercialization of its
existing product and to aggressively look for appropriate product and company
acquisitions. The Company remains committed to providing innovative products and
services within the healthcare industry. The Company's current revenues are
based solely upon the sale of the SutureMate(R) surgical safety device. The
Company's revenues are dependent on the volume of sales from its products.

        Revenues from sales are recognized in the period in which sales are made.
The Company's gross profit margin will be determined in part by its ability to
estimate and control direct costs of manufacturing and its ability to
incorporate such costs in the price charged to clients.

Sales and Marketing

Markets




                                       8




        The primary medical industry markets include hospitals, healthcare
facilities, surgeons, nurses, and technologists in procedure-oriented
specialties, including obstetricians, dentists, emergency room personnel and
other medical professionals.

        The Company believes that the criteria for another appropriate strategic
partner for an alliance with the Company would include a worldwide presence; a
dedicated, highly trained sales force with access to the operating room; an
acknowledged leader in the industry; and an interest in diversification of its
existing product lines.

Distribution of Products

        The SutureMate(R)surgical safety device is currently the Company's only
product available in the marketplace. The arrangement with DeRoyal provides for
the worldwide distribution of the SutureMate(R) surgical safety device. An order
of 20,000 pieces was made in 2003 and in the 1st Quarter 2004, DeRoyal placed an
order for 10,000 pieces.

Competition

        There is intense competition in the markets in which the Company engages in
business. However, the Company believes that there is relatively little
competition for its products, developed and undeveloped, at this time.

        Notwithstanding its innovative product line, there are many major companies
which could compete with the Company due to their size and market share in the
medical products area. The Company believes that these major companies will
continue their efforts to develop and market competitive devices and products.

        There is intense competition in sales of products for use in gynecological,
spinal, vascular, cardiovascular, interventional cardiology, breast biopsy,
urologic, orthopedic and oncological procedures. A broad range of companies
presently offer products or are developing products for the use in such
procedures. Many of these companies have significantly greater capital than the
Company and are expected to devote substantial resources to the development of
newer technologies, which would be competitive with products which the Company
may offer. There are also a number of smaller companies, which offer such
products which present additional competition.

        The Company's principal methods of competing are the development of
innovative products, the performance and breadth of its products, its
technically trained sales force, and its educational services, including
sponsorship of training programs. Most of the Company's potential major
competitors have greater financial resources than the Company. Some of its
potential competitors have engaged in substantial price discounting and other
significant efforts to gain market share, including bundled contracts for a wide
variety of healthcare products with group purchasing organizations. In the
current healthcare environment, cost containment has become a significant factor
in purchasing decisions by hospitals. Additional cost effectiveness was one of
the principle factors in the redesign of the SutureMate(R) surgical safety
device.

        Surgical currently has a limited sales force. However, at such time as the
Company has a suitable strategic partner and adequate funding, it intends to
train its sales force on an ongoing basis to focus on healthcare worker safety
issues.

        The Company believes that the advantages of its various products and its
customer assistance programs will continue to provide the best value to its
customers. However, there is considerable competition in the industry and no
assurance can be given as to the Company's competitive position. The impact of
competition will likely have an effect on sales volumes and on prices charged by
the Company. In addition, increased cost consciousness has revived competition
from reusable instruments to some extent. The Company believes that single use
instruments are safer and more cost efficient for hospitals and the healthcare
system than reusable instruments, but it cannot predict the extent to which
reusable instruments will competitively impact the Company.




                                       9




Sources and Availability of Raw Materials

        Raw materials necessary for the manufacturer of parts, components and
packaging supplies for all of the Company's products manufactured by the Medical
Products Division are readily available from numerous third-party suppliers.

        The Company does not rely on any other principal suppliers for any of its
raw materials. However, with regard to the SutureMate(R)surgical safety device,
the Company has received a price quotation from Tuthill Plastics, Inc. for the
manufacture of the re-designed the SutureMate(R)surgical safety device.

Dependence on Major Customers

        The SutureMate(R)surgical safety device sales are currently principally
reliant upon DeRoyal and in-house distribution and re-establishment of various
distribution arrangements for generating revenues for this product. Subject to
the availability of additional funding, of which there can be no assurance, the
Company believes that it can increase its customer base so that the loss of any
one client will not adversely impact upon the financial condition of Surgical.

Research and Development

        The Company believes that research and development is an important factor
in its future growth but has been unable to conduct any research or development
activities in the last two years because of funding limitations. Prior to 2001,
the Company engaged in extensive product research and development and it has at
least four (4) additional products for the medical and healthcare community, all
of which were in various stages of development, from prototype to patent.
Subject to the availability of additional funding, the Company again may devote
a substantial amount of time to the research and development of products within
distinct product lines. The Company believes that the products that were
previously under development will not be produced or distributed by the Company
without significant expenditures.

Patents, Copyrights and Trademarks

        Patents are significant to the conduct of the Company's business. The
Company owns four patents on two products: U. S. Patent No. 4,969,893 issued on
November 13, 1990, U. S. Patent No.'s Des. 353,672 issued on December 20, 1994
and U.S. Patent No. 5,385,569 issued on January 31, 1995, each for the
SutureMate(R)surgical safety device; and United States Patent No. 5,364,375
issued on November 15, 1994 for the ProstasertTM insert device. Dr. Michael Swor
was the inventor of both devices and originally secured the patents, which he
later assigned to the Company in exchange for stock.

        On June 1, 1998, the Company filed for two patent applications on the
OASiSTM system, which includes propriety aspects of the software, algorithms and
reports, as well as the inservice training modules which are owned by the
Company. Neither of these patents have been issued to date and the applications
are still pending.

        The Company has an extensive library of copyrighted educational and
training material related to occupational safety and surgical techniques. These
include the Surgical Safety Manual published in 1994, which was revised in 1996.

        The Company filed on July 1, 1993 for trademark registration with the
United States Patent and Trademark Office for the SutureMate(R) surgical safety
device. This trademark was registered on April 5, 1994.

Governmental Regulation




                                       10




FDA Approval

        Regulation by governmental authorities in the United States and foreign
countries is a significant factor in the development, manufacture and marketing
of the Company's current and future products and services. It is anticipated
that virtually all of the products developed by the Company will require
regulatory approval by governmental agencies prior to commercialization.

        Prior to entering commercial distribution, all medical devices must undergo
FDA review under one or two basic review procedures: a Section 510(K) premarket
notification ("510(K)"), or a premarket approval application ("PMA").

        A 510(K) notification is generally a relatively straightforward filing
submitted to demonstrate that the device in question is "substantially
equivalent" to another legally marketed device. The term "substantially
equivalent" for 501(K) purposes does not mean that a product is not unique.
Rather it means that a product can be categorized with existing products for
sterilization and safety purposes. Pursuant to 21 C.F.R. 807.100(b), the "FDA
will determine that a device is substantially equivalent to a predicate device
using the following criteria: (1) [t]he device has the same intended use as the
predicate device; and (2) [t]he device: (i) [h]as the same technological
characteristics as the predicate device; or (ii)(A) [h]as different
technological characteristics, such as a significant change in the materials,
design, energy source, or other features of the device from those of the
predicate device; (B) [t]he data submitted establishes that the device is
substantially equivalent to the predicate device and contains information,
including clinical data if deemed necessary by the Commissioner, that
demonstrates that the device is as safe and as effective as a legally marketed
device; and (C) [d]does not raise different questions of safety and
effectiveness than the predicate device." Approval under this procedure is
typically granted within ninety (90) days if the product qualifies, however,
this procedure may take longer. For any medical device cleared through the
510(k) process, modifications or enhancements that could significantly affect
the safety or effectiveness of the device or that constitute a change to the
intended use of the device will require a new 510(k) submission.

        When the product does not qualify for approval under the 510(K) procedure,
the manufacturer must file a PMA which shows that the product is safe and
effective in its intended use. The pre-market approval process begins with an
animal test that lead to the preparation of an Investigational Device Exemption
("IDE") granted by the FDA on review of the animal test data. Once the IDE has
been granted, human clinical trial may commence with a small population in
tightly controlled environments. If successful, a larger human clinical trial
may be conducted using several diverse testing sites and population groups. Data
from both clinical trials is then summarized submitted to the FDA. If the FDA
determines that there is reasonable assurance that the device is safe and
effective for its intended purpose, it will grant approval t market the device.

This requires a significantly longer FDA review after the date of filing and the
time and costs of performing the necessary trials before the results are know
represent a significant risk to the development of new devices.

        In the past, the Company's products have been cleared by the FDA under the
501(K) expedited form of pre-market review or have not required FDA approval. To
the extent the Company develops products for use in more advanced surgical
procedures, the regulatory process may be more complex and time consuming. Some
of the Company's potential future products may require lengthy human clinical
trials and the PMA application relating to class III medical devices. There is
no assurance that funds will be available to conduct clinical trials or other
expenses necessary to obtain a PMA. During any review period, there is the risk
of entry by competitors and risk of changes in the marketplace prior to market
approvals being obtained.

        The Company is also subject to routine inspection by the FDA and state
agencies for compliance with Good Manufacturing Practice requirements, Medical
Device Reporting requirements and other applicable regulations. Noncompliance
with applicable requirements can result in warning letters, import detentions,
fines, civil penalties, injunctions, suspensions or losses of regulatory
approvals, recall or seizure of products, operating restrictions, refusal of the
government to approve product export applications or allow the Company to enter




                                       11




into supply contracts, and criminal prosecution. Delays in receipt of, or
failure to obtain, regulatory clearances and approvals, or any failure to comply
with regulatory requirements could have a material adverse effect on the
Company's business, financial condition and results of operations.

        Overseas, the degree of government regulation affecting the Company varies
considerably among countries, ranging from stringent testing and approval
procedures in certain locations to simple registration procedures in others,
while in some countries there is virtually no regulation of the sale of the
Company's products. In the past, when the Company had active foreign
distribution agreements, it had not encountered material delays or unusual
regulatory impediments in marketing its products internationally. Establishment
of uniform regulations for European Economic Area nations took place on January
1, 1995. These regulations subject the Company to a single regulatory scheme for
all of the participating countries. Once the Company's domestic channels are
satisfied, Surgical will commence a program to meet regulatory requirements
internationally in those countries where additional clinical trials would not be
required.

OSHA Mandatory Reporting of Illness and Injury

        Federal rules administered by the Occupational Safety and Health
Administration (OSHA) require healthcare workers to report if they have been
accidentally stuck with a needle previously used by a patient, or splashed by
blood or bodily fluids.

        On February 11, 1997, in the Federal Register, OSHA issued a final rule,
effective March 13, 1997, that amended the Occupational Injury and Illness
Reporting Regulation (29 CFR Part 1904) established in 1971. Under the 1971
regulation, employers were required to collect and maintain injury and illness
data and have it available for OSHA to examine when they came on site for an
inspection. It was determined that OSHA needed a separate provision for
collection of data by mail.

        The final rule requires employers, upon request, to report to OSHA their
illness and injury data, in addition to the number of workers and the number of
hours worked in a designated period. It establishes a mechanism for OSHA to
conduct an annual survey of ten (10) or more employers by mail or other remote
transmittal. The specific request may come directly from OSHA or its designee,
e.g., the National Institute of Occupational Safety and Health ("NIOSH").

        OSHA also initiated a number of partnerships with other federal and
national organizations in an effort to reduce the increasing number of
occupational illnesses and injuries among workers. This effort was prompted, in
part, by OSHA's inability to inspect and enforce worker safety in the
approximately five million (5,000,000) work sites in the United States and to
collect accurate worker injury and illness data to assist in targeting the
approximately 8,000 annual inspections in the face of continuing shrinking
budgets.

        In August 1996, OSHA also announced a seven-state initiative to protect
workers in nursing homes and personal care facilities, one of the nation's
largest growing industries. The seven states include Florida, Illinois,
Massachusetts, Missouri, New York, Ohio and Pennsylvania. Nationwide there are
1.6 million nursing home workers in more than 21,000 facilities. It is
anticipated that by the year 2005, the nursing home and personal care facilities
will be one of the largest industries in the United States. Potential nursing
home hazards include back injuries from incorrect and/or strenuous lifting of
residents, slips and falls, workplace violence and risks from bloodborne
pathogens, tuberculosis and other infectious diseases.

        Effective April 2001, OSHA revised its bloodborne pathogens standards to
conform to the requirements of the Needlestick Safety and Prevention Act of
1999. This act required OSHA to revise the standards so as to include new
examples in the definitions of engineering controls along with other matters.
The final OSHA rule can be viewed at www.osha-slc.gov/FedReg_osha_data/FED200110118A.html.

State and Local Licensing Requirements

        Since 1998, 18 states have adopted some type of legislation regarding
needlesticks and health care worker exposure to bloodborne pathogens. They
include Alaska, Arkansas, California, Connecticut, Georgia, Hawaii, Iowa, Maine,
Maryland, Massachusetts, Minnesota, New Hampshire, New Jersey, Ohio, Oklahoma,




                                       12



Tennessee, Texas and West Virginia. Legislation is being considered in Florida,
Illinois, Indiana, Michigan, Montana, New York, Oregon, Pennsylvania, Wisconsin
and the District of Columbia.

        These state laws are aimed at adding additional safeguards for health care
workers at the state level. This includes addition provisions not in the federal
OSHA Bloodborne Pathogens Standards and/or coverage of public employees not
regulated by OSHA. An overview of state needle safety legislation can be viewed
at www.cdc.gov/niosh/ndl-law.html.

        Other than the governmental regulatory schemes listed above, the Company is
not subject to any other state or local regulations, which apply to the
operation and business of the Company.

Effect of Probable Governmental Regulation on the Business

        The Company does not believe that there are any effects from probable
government regulation, including state or local laws, on the business.

Cost of Research and Development

        For fiscal years 2003 and 2002, the Company expended $0 on research and
development because of insufficient capital to perform such activities.

Cost and Effects of Compliance with Environmental Laws

        The Company's business could be subject to regulation under the state and
Federal laws regarding environmental protection and hazardous substances
control, including the Occupational Safety and Health Act, the Environmental
Protection Act, and Toxic Substance Control Act. In 1992, the United States
Congress expressed increasing interest in the issues of sharp injuries. The
House Subcommittee on Regulation held hearings regarding needlestick injuries
and the implementation of mandated guidelines on safer medical devices. However,
no new laws were adopted and the Company is unaware of any bills currently
pending in Congress on this issue. The Company believes that it is in material
compliance with the current and other applicable laws and that its continual
compliance therewith will not have a material adverse effect on its business.
Since the entire manufacturing and distribution process for the
SutureMate(R)surgical safety device has been outsourced, the Company does not
have any direct responsibility or costs relating to compliance with
environmental laws and does not carry liability insurance for environmental
liabilities.

Employees and Consultants

        As of December 31, 2003, the Company employed two (2) persons on a full
time basis via employment contracts effective June 1, 2002 for Mr. Novak and Mr.
Gray. Neither of these employees are represented by a labor union for purposes
of collective bargaining.

        In January 2004, the Company entered a series of consultant relationships
to assist in business development and company and product acquisitions.

Item 2. Description of Property

        The Company's mailing address is 8374 Market Street #439, Bradenton,
Florida, its telephone and fax number is (941) 360-3039 and (270) 423-6811,
respectively.

        The Company does not own or lease any real property and the Company's
records were put into storage at the home offices of the Company officers.




                                       13




Item 3. Legal Proceedings

        The Company was a defendant in an action entitled International Business
Machines v. Surgical Safety Products, Inc., filed by IBM on March 13, 2001 in
the Circuit Court in Sarasota Florida, for breach of contract, implied contract,
account stated and unjust enrichment. Each cause of action relates to the breach
of a contract under which IBM agreed to deliver and the Company agreed to pay
for, certain services and equipment. The parties entered into a Stipulation of
Settlement whereby the Company agreed to pay IBM $20,000 on or before May 31,
2002. If the Company failed to make the stipulated payment, IBM was authorized
to file the Stipulation as a final judgment against the Company in the amount of
$100,000. The case was dismissed with prejudice on the basis of the Stipulation
of Settlement. The Company failed to make the required payment by May 31, 2002
and IBM has filed the Stipulation as a judgment against the Company.
Accordingly, the $100,000 settlement has been included in accounts payable and
accrued and other liabilities in the Company's consolidated balance sheet.

On January 30, 1998, the Company entered into an agreement with Sarasota
Memorial Hospital (the "Provider") in which the Provider was to perform clinical
testing of ten surgical or medical products submitted by the Company. The
agreement, which has been personally guaranteed by Dr. Michael Swor, 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 paid 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 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 and
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 December 31, 2003. 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.

        The Company knows of no other 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 4. Submission of Matters to a Vote of Security Holders

        There were no matters submitted to the vote of the security holders during
the fourth quarter 2003. On September 12, 2003, the security holders of the
Company voted on certain transactions and approved them by a wide majority. The
Company as a result of a shareholder approval, changed its name to Power 3
Medical Products, Inc., authorized an increase in the authorized common stock to
150,000,000 shares, authorized an increase in the authorized preferred stock to
50,000,000 shares and authorized a fifty (50) to one (1) reverse stock split.

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters

        During the first quarter of 2003, the Company issued 1,330,000 shares of
its Series A Preferred Stock to Tim Novak and Paul Gray in exchange for accrued
and unpaid salaries aggregating $200,000, and 1,330,000 shares of such stock to
Mr. Jerry Leonard, a 5% stockholder, in exchange for $100,000 cash. The Series A
Preferred Stock was issued in reliance on Section 4(2) of the Securities Act of
1933 since there was no public offering of such securities, and because each of
the purchasers are knowledgeable individuals having a previous relationship with
the Company.

During the year ended December 31, 2003, a stockholder contributed $90,000 in
exchange for the right to receive a total of 300,000 shares of the Company's




                                       14




restricted common stock. These shares have not yet been issued. In 2004 this
same stockholder contributed $60,000 in exchange for the right to receive a
total of 200,000 shares of the Company's restricted common stock. These shares
have not yet been issued. The shares will be issued in reliance on Section 4(2)
of the Securities Act of 1933 as a transaction not involving a public offering
on the basis of the limited number of persons that participated in the
transaction, the sophistication of the investor, the access of the investor to
the type of information about the Company that would be available in a public
offering and the restriction of the shares to be issued from resale by the
investor.

In accordance with a settlement agreement with one of the Company's primary
creditors, the balance of other convertible notes payable plus accrued interest
totaling $361,135 was exchanged for 16,871 shares of common stock in 2002. The
shares were issued in reliance upon the exemption from registration provided by
Section 3(a)(9) of the Securities Act of 1933 since the shares were issued
solely in exchange for an outstanding obligation of the Company and no person
was offered or received compensation in connection with the exchange.

During the year ended December 31, 2002 a stockholder contributed $96,500 in
exchange for the rights to receive a total of 3,216,667 shares of the Company's
common stock. These shares were issued during the year ended December 31, 2002.
The shares were issued in reliance on Section 4(2) of the Securities Act of 1933
as a transaction not involving a public offering on the basis of the limited
number of persons that participated in the transaction, the sophistication of
the investor, the access of the investor to the type of information about the
Company that would be available in a public offering and the restriction of the
shares to be issued from resale by the investor.

On December 31, 2003, an independent consultant was issued 100,000 shares of
restricted common stock for assisting the Company in certain development
activities. Stock based compensation of $37,500 was recorded as a result of this
transaction based on the fair value of the shares at the date of issuance. The
shares were issued in reliance on Section 4(2) of the Securities Act of 1933 as
a transaction not involving a public offering on the basis of the limited number
of persons that participated in the transaction, the sophistication of the
investor, the access of the investor to the type of information about the
Company that would be available in a public offering and the restriction of the
shares to be issued from resale by the investor.


Market Information.

        The Common Stock of the Company is quoted on the OTC Bulletin Board under
the symbol "PWRM.OB". The high and low bid information for each quarter for the
years ending December 31, 2002 and 2003, as reported by National Quotation
Bureau, Inc., are as follows:

     Quarter             Pre or Post Split Price      High Bid      Low Bid

First Quarter 2002             Pre-Split                $.02         $.012
Second Quarter 2002            Pre-Split                $.02         $.005
Third Quarter 2002             Pre-Split                $.02         $.005
Fourth Quarter 2002            Pre-Split                $.02         $.01
First Quarter 2003             Pre-Split                $.02         $.01
Second Quarter 2003            Pre-Split                $.01         $.005
Third Quarter 2003             Pre-Split                $.01         $.005
Fourth Quarter 2003            Post-Split               $.75         $.05




                                       15




        The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions and may not reflect actual transactions.

        (b) Holders

        As of March 31, 2004, there were 1,067 shareholders of record of the
Company's 47,142,830 shares of issued and outstanding voting stock (including
common and series A preferred on a fully diluted basis) as of December 31, 2003.

        (c) Dividends

        The Company has never paid or declared any dividends on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future. There
are no limitations on the ability of the Company to declare dividends; except
those set forth in New York Statutess.510, which prohibits dividends if the
Company is insolvent or would be made insolvent by the declaration of a dividend
and all dividends must be made out of surplus only.

        (d) Securities Authorized for Issuance Under Equity Compensation Plans

        The following table sets forth information relating to outstanding options
to purchase shares of the Company's common stock pursuant to equity compensation
plans.


                      Equity Compensation Plan Information

                                                                                     Number of securities
                                                                                    remaining available for
                                                                                     future issuance under
                              Number of securities to       Weighted-average          equity compensation
                              be issued upon exercise       exercise price of          plans (excluding
                              of outstanding options,     outstanding options,      securities reflected in
                                warrants and rights        warrants and rights            column (a))
                                        (a)                        (b)                        (c)

 Equity compensation plans              -0-                        -0-                        -0-
approved by security holders

 Equity compensation plans
  not approved by security
          holders                      6,360                     $12.50                   18,000,000

           Total                       6,360                     $12.50                   18,000,000

The 18,000,000 securities that remain available for future issuance under equity
compensation plans arise from the Company's 2003 Stock Compensation Plan
(8,000,000 of the total) and the 2004 Directors, Officers and Consultants Stock
Option, Stock Warrant, and Stock Award Plan (10,000,000 of the total). No
options have been issued under the 2003 Plan. Subsequent to December 31, 2003,
the Company issued 6,000,000 shares of common stock and 2,000,000 warrants under
the 2004 Plan. In addition, the 10,000,000 that may be granted under the 2004
Plan is subject to increase as securities are granted. The number of shares of
such increase shall be an amount such that immediately following such increase,
the total number of shares issuable under the 2004 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.

Item 6. Management's Discussion and Analysis or Plan of Operation




                                       16




        The Company was founded in 1992 to combat the potential spread of
bloodborne pathogenic infections such as HIV and hepatitis. It has broadened its
mission to research, develop, manufacture, market and sell medical products and
services to the healthcare community.

Since inception through December 31, 2003, the Company has an accumulated
deficit of approximately $7,800,000. During 2003 and 2002, the Company was
relatively inactive as it sought a merger partner. Moreover, the Company expects
to continue to incur operating losses through at least December 31, 2005, and
there can be no assurance that losses will not continue after such date.

        As discussed in the notes to the Company's consolidated financial
statements for the fiscal year ended December 31, 2003, the operating losses
incurred by the Company, and various other matters, raises doubt about its
ability to continue as a going concern. During 2003, the Company's reduced
operations were funded by advances from stockholders, sales of restricted stock
and residual sales, and the Company's net loss continued. This period of severe
working capital constraints caused a significant strain on the Company's
management, financial and other resources. As a result of the difficulty in
forecasting revenue levels, the Company expects to continue to experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

        The Company's plan of operations for the next twelve months is to focus on
identification and merger with a significant revenue producing company.

Results of Operations - Full Fiscal Years

Revenues

        To date, the Company has derived substantially all of its revenues from
sales of the SutureMate(R)surgical safety device to a single distributor,
DeRoyal Medical. Total revenues for the year ended December 31, 2003 ("Fiscal
2003") were $45,874 compared to $18,536 for the year ended December 31, 2002
("Fiscal 2002").

        The Company anticipates that the main focus of its selling efforts will
continue to focus on sale of the SutureMate(R) surgical safety device. The
Company intends to continue to sell its products to a relatively small group of
medical products distributors with the objective of having its products
distributed on a larger national and international scale. The Company has
entered into worldwide distribution agreement with DeRoyal for which the first
order was delivered in May 2001. Most medical product distributors carry an
extensive line of products (some of which they manufacture themselves) which
they make available to end users (hospitals, surgeons, healthcare workers) and
various of these products may compete with each other as to function, price or
other factors. In addition, numerous medical product distributors are not
themselves well capitalized and their financial condition may impact their
ability to properly distribute the Company's products.

        The Company's ability to achieve revenues in the future will depend in
significant part upon its ability to obtain orders from, maintain relationships
with and provide support to, existing and new customers, as well as the
condition of its customers. As a result, any cancellation, reduction or delay in
orders by or shipments to any customer or the inability of any customer to
finance its purchases of the Company's products may materially adversely affect
the Company's business, financial condition and results of operations. There can
be no assurance that the Company's revenues will increase in the future. In
addition, the Company expects that the average selling price of a particular
product line will also decline as such products mature, and as competition
increases in the future. Accordingly, the Company's ability to maintain or
increase revenues will depend in part upon its ability to increase unit sales
volumes of its products and to introduce and sell products at prices sufficient
to compensate for reduced revenues resulting from declines in the average
selling price of the Company's more mature products. The management views the
company's majority of future revenues will be based upon the success of the
Company's merger and acquisition efforts.




                                       17




Gross Profits

        Gross profits for Fiscal 2002 were $9,175 compared to $24,601 for Fiscal
2003 as a result of increased sales. The gross profit percentages for the
respective years ended 2002 and 2003 remained relatively stable at 50% and 46% .
In prior years, the Company has attempted to reduce the costs of manufacture
through re-design of the product. The success of these cost reduction programs
will not be known until production volumes increase. Further reductions may be
available from additional efforts but the Company is not able to incur
additional research or design costs because of limited financial resources.

Operating Expenses

        Sales and Marketing: These expenses consist of advertising, meetings and
conventions and entertainment related to product exhibitions and the related
travel expenses. Sales and marketing expenses were zero for both Fiscal 2003 and
Fiscal 2002 as the Company' business activities were limited during these years.
The Company expects that sales and marketing expenses will increase in 2004, as
compared to 2003.

        General and Administrative. These expenses consist primarily of salaries,
contract labor and other expenses for management, information technology ("IT"),
finance and accounting, legal and other professional services including ongoing
expenses as a publicly owned Company related to such items as legal and
accounting expenses. For Fiscal 2003 and Fiscal 2002, general and administrative
expenses were $558,657 and $551,648, respectively. The small change is a result
of operations and employees remaining stable in 2003 and 2002 as the Company
focused on restructuring its operations. The Company expects general and
administrative expenses to increase in absolute dollars in 2004 as compared to
2003, as the Company continues to expand its operations.

        Stock based compensation - preferred stock - The Company recorded
$1,695,000 of non-cash compensation expense as a result of the issuance of
preferred shares. The transaction was recorded in the fourth quarter of the
Company's fiscal year based on the value of the Company's stock immediately
after the stock split discussed above.

Research and Development

        For Fiscal 2003 and Fiscal 2002, research and development expenses were $0.
The Company intends to invest resources to development of new products and
expects that research and development expenses will increase in absolute dollars
in 2004 as compared to 2003, as the Company continues to expand its operations.

Interest Expense

        Interest expense consists primarily of interest expenses accrued and or
paid on loans, notes due to related parties, convertible notes and other
interest-bearing obligations. Interest expense was $19,149 and $116,617 in
Fiscal 2003 and 2002, respectively. The decline primarily resulted because of
the reversal and/or satisfaction of certain notes payable in 2002. With respect
to this matter, in December 2002, debt and accrued interest having a carrying
book value of approximately $1,044,000 was extinguished. The transaction
resulted from the dissolution of the related party creditor as a legal company
and with no legal standing in the states in which it transacted business. All
known registered agent representatives were contacted and indicated their
resignation with no successor being identified, and management believes that the
possibility of payment of such debt in the future is remote. Because of the
nature of the relationship between the creditor and the Company, the
extinguishment was reflected as an increase in additional paid-in capital in the
December 31, 2002 consolidated financial statements.

Other Income, Net

        Other income was $402,709 and $14,700 during the respective years ended
December 31, 2003 and 2002. This increase resulted because various unsecured
liabilities having a carrying value of approximately $413,200 were extinguished
in 2003. The transactions resulted because the age of the payables led
management to conclude that the possibility of payment of such liabilities is
remote. Because none of the liabilities were to related parties, the
extinguishments were included in other income.




                                       18




The Company did not report any foreign currency gains or losses for Fiscal
2003 or Fiscal 2002 since there were no contracts negotiated in foreign
currencies for those periods. In the event of contracts for foreign
distribution, the Company may in the future be exposed to the risk of foreign
currency gains or losses depending upon the magnitude of a change in the value
of a local currency in an international market. The Company does not currently
engage in foreign currency hedging transactions, although it may implement such
transactions in the future.

Impairment of Long-Lived Assets

        During Fiscal 2002, the Company determined and recorded related impairment
expenses of $75,429 for various assets.

Financial Condition, Liquidity and Capital Resources

        The financial condition, liquidity and capital resources of the Company
should be assessed in context with the ability of the Company to continue as a
going concern as discussed in the Company's financial statements.

        At December 31, 2003, the Company had total assets of $11,904 and
liabilities totaling $978,833. Liabilities consisted of accounts payable and
other accrued current liabilities of $771,070, loans owed to various related
parties of $54,500, other notes payable of $30,000 and stockholder advances of
$123,263.

        Since its inception in June of 1992, sales of its products, fees from
OASiSTM information services (an interactive Internet-based information system
that was marketed by the Company to healthcare providers prior to 2001), and
other funds from operations have not been sufficient to fund for operations. The
Company has financed its continued operations and met its capital requirements
primarily through sale of or exchange for common stock, a convertible line of
credit with Thompson & Kernaghan & Co (which was closed in 2002), borrowing from
current shareholders, and other indebtedness.

        Operating activities used net cash of $158,499 and $135,202 in Fiscal 2003
and Fiscal 2002, respectively. These net cash outflows were funded by cash
received from financing activities of $159,000 and $127,000, respectively in
2003 and 2002.

        The Company requires between $1 million and $5 million in additional
capital in the form of debt or equity to fund the continued operations and
merger and acquisition activities. The Company intends to fund operations
through fiscal 2004 by seeking additional funds from strategic alliances with
potential clients, advances from its shareholders, and third party financing
through the sale of additional debt or equity. The Company has maintained
minimal staff while seeking capital and merger partners.

At December 31, 2003, the Company does not have the funds in place to meet our
projected operating expenditures for the foreseeable future and there is no
assurance that sufficient funds will become available to meet our immediate
needs.

At December 31, 2003, the Company did not have any significant off balance sheet
commitments.

Critical Accounting Policies

Revenue Recognition

        The Company ships its products directly from the outsource manufacturer to
the customer without taking ownership or possession of the products. All
shipments are FOB destination with freight allowed and payment terms are net 30
days after shipment.




                                       19




        The Company's revenue recognition policy is consistent with the criteria
set forth in Staff Accounting Bulletin 101 - Revenue Recognition in Financial
Statements ("SAB 101") for determining when revenue is realized or realizable
and earned. In accordance with the requirements of SAB 101 the Company
recognizes revenue when:

        Persuasive evidence of an arrangement exists;
        Delivery has occurred;
        The seller's price to the buyer is fixed or determinable; and
        Collectibility is reasonably assured.

Long-Lived Assets

        Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" requires that long-lived assets,
including certain identifiable intangibles, and the goodwill related to those
assets, be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value of the assets in question may not be
recoverable. Management has evaluated the Company's long-lived assets and has
determined that there were events during Fiscal 2002 that indicated that all of
its intangible and fixed assets were impaired. As a result, the Company recorded
certain losses from impairment during Fiscal 2002.

Property and Equipment

        Prior to its impairment and write off, property and equipment were stated
at cost. Depreciation and amortization was calculated using the straight-line
method over the assets' estimated useful lives of 3 to 5 years.

Financial Instruments

        Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December 31,
2003. The respective carrying values of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments include
cash, accounts payable and accrued and other liabilities and other notes
payable. Fair values were assumed to approximate carrying values for these
financial instruments because they are short term and/or are anticipated to be
satisfied through the issuance of our common stock. It was not practicable to
estimate the fair market value of the . notes payable - related party and/or the
stockholder advances because of the lack of similar type arrangements in the
marketplace and because of uncertainty surrounding the dates such liabilities
will be satisfied.

Stock-Based Compensation

        The Company has adopted Statement of Financial Accounting Standards No. 148
"Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS No.
148). This statement amends FASB statement No. 123, "Accounting for Stock Based
Compensation". It provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for employee
stock based compensation. It also amends the disclosure provision of FASB
statement No. 123 to require prominent disclosure about the effects on reported
net income of an entity's accounting policy decisions with respect to
stock-based employee compensation. As permitted by SFAS No. 123 and amended by
SFAS No. 148, the Company continues to apply the intrinsic value method under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," to account for its stock-based employee compensation
arrangements.

        The Company accounts for equity instruments issued to employees for
services based on the fair value of the equity instruments issued. Equity
instruments issued to non-employees that are fully vested and non-forfeitable
are measured at fair value at the issuance date and expensed in the period over
which the benefit is expected to be received. Equity instruments issued to
non-employees which are either unvested or forfeitable, for which counter-party
performance is required for the equity instrument to be earned, are measured




                                       20




initially at the fair value and subsequently adjusted for changes in fair value
until the earlier of: (i) the date at which a commitment for performance by the
counter-party to earn the equity instrument is reached; or (ii) the date on
which the counter-party's performance is complete.

Recent Pronouncements

        In July 2001 the Financial Accounting Standards Board (FASB) issued SFAS
141, "Business Combinations", and SFAS 142, "Goodwill and Intangible Assets".
SFAS 141 is effective for all business combinations completed after June 30,
2001. SFAS 142 is effective for the year beginning January 1, 2002; however
certain provisions of that Statement apply to goodwill and other intangible
assets acquired between July 1, 2001, and the effective date of SFAS 142.
Because goodwill and all other intangibles were determined to be impaired as of
December 31, 2001, the adoption of SFAS 142 will have a material impact on its
financial statements.

        In July 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations". This statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities. It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition, construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement is effective for financial statements issued for fiscal years
beginning after June 15, 2002. The Company does not believe the adoption of this
standard will have a material impact on its financial statements.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 requires that the
liability for a cost associated with an exit or disposal activity be recognized
at its fair value when the liability is incurred. Under previous guidance, a
liability for certain exit costs was recognized at the date that management
committed to an exit plan, which was generally before the actual liability has
been incurred. SFAS No. 146 will be effective for exit or disposal activities
initiated after December 31, 2002. The Company does not anticipate that the
adoption of SFAS No. 146, as required on January 1, 2003, will have a material
impact on its financial statements.

        In December 2002, the FASB issued SFAS No.148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", an amendment of SFAS No. 123. This
standard amends SFAS 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for companies that voluntarily change to the
fair value based method of accounting for stock-based employee compensation. It
also requires prominent disclosure about the effects on reported net income of
the Company's accounting policy decisions with respect to stock-based employee
compensation in both annual and interim financial statements. The transition
provisions and annual disclosure requirements are effective for fiscal years
ending after December 15, 2002, while the interim period disclosure requirements
are effective for interim periods beginning after December 15, 2002. The Company
does not believe that the adoption of SFAS No. 148 will have a material impact
on its financial statements.

Item 7. Consolidated Financial Statements


                         POWER 3 MEDICAL PRODUCTS, INC.

                     Consolidated Financial Statements as of
                    December 31, 2003 and for the years ended
                         December 31, 2003 and 2002 and
                          Independent Auditors' Report




                                       21





                         POWER 3 MEDICAL PRODUCTS, INC.

                                TABLE OF CONTENTS

________________________________________________________________________________

                                                                     Page

Independent Auditors' Report                                          23

Consolidated Balance Sheet as of December 31, 2003                    24

Consolidated Statements of Operations for the years ended
    December 31, 2003 and 2002                                        25

Consolidated Statements of Stockholders' Deficit for the years ended
    December 31, 2003 and 2002                                        26

Consolidated Statements of Cash Flows for the years ended
    December 31, 2003 and 2002                                        27

Notes to Consolidated Financial Statements                            28

________________________________________________________________________________




                                       22




INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of Power 3 Medical Products, Inc. and
subsidiaries:

We have audited the accompanying consolidated balance sheet of Power 3 Medical
Products, Inc. and subsidiaries (the "Company") as of December 31, 2003, and the
related consolidated statements of operations, stockholders' deficit and cash
flows for the years ended December 31, 2003 and 2002. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2003, and the results of its operations and cash flows for the
years ended December 31, 2003 and 2002 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has working capital and stockholders' deficits at December 31,
2003 and will require a significant amount of capital and/or debt financing to
proceed with its business plan. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                          Kingery, Crouse & Hohl, P.A.

April 13, 2004
Tampa, FL



                                       23




                         POWER 3 MEDICAL PRODUCTS, INC.

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003
________________________________________________________________________________

   ASSETS

   CURRENT ASSETS:
   Cash                                                      $        548
   Accounts receivable                                             11,356 

   Total                                                     $     11,904
                                                             =============

   LIABILITIES AND STOCKHOLDERS' DEFICIT

   CURRENT LIABILITIES:
   Accounts payable and accrued and other liabilities        $    771,070
   Stockholder advances                                           123,263
   Notes payable - related party                                   54,500
   Other notes payable                                             30,000 
      Total current liabilities                                   978,833 

   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;
      2,442,830 shares issued and outstanding                       2,442
   Common stock subscribed                                            300
   Additional paid-in capital                                   8,472,836
   Deficit                                                     (9,446,377)
       Total stockholders' deficit                               (966,929)

   Total                                                     $     11,904
                                                             =============

________________________________________________________________________________

See notes to consolidated financial statements.




                                       24




                         POWER 3 MEDICAL PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
________________________________________________________________________________________

                                                          For the            For the
                                                         year ended         year ended
                                                        December 31,       December 31,
                                                            2003              2002


REVENUES                                                $   45,874       $   18,536 

OPERATING EXPENSES:
  Production costs                                          21,273            9,361
  Stock based compensation - preferred stock             1,695,000                -
  Loss on disposal and impairment of other assets                -           75,429
  Selling, general and administrative expenses             558,657          551,648 
     Total operating expenses                            2,274,930          636,438 

LOSS FROM OPERATIONS                                    (2,229,056)        (617,902)

OTHER INCOME (EXPENSE):
  Other income                                             402,709           14,700
  Interest expense                                         (19,149)        (116,617)
      Total other income (expense)                         383,560         (101,917)

NET LOSS                                               $(1,845,496)      $ (719,819)
                                                        ===========      ===========

NET LOSS PER COMMON SHARE:

  Weighted average shares outstanding-
    Basic and diluted                                    1,017,000          937,539
                                                        ===========      ===========

  Net loss per share - Basic and diluted                $    (1.81)      $    (0.77)
                                                        ===========      ===========
________________________________________________________________________________________

See notes to consolidated financial statements.




                                       25




                         POWER 3 MEDICAL PRODUCTS, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
_____________________________________________________________________________________________________________________________________________

                                                                                                          Common         Additional
                                                      Preferred Stock           Common Stock              Stock          Paid-in
                                                    Shares        Amount    Shares        Amounts       Subscribed       Capital          Deficit

    BALANCES, DECEMBER 31, 2001                                              846,482      $     846      $   3,507     $  4,811,323     $ (6,881,062)

    Conversion of other convertible
       notes payable to common stock                                          16,871             17              -          361,319                -
    Common stock subscriptions                                                     -              -          3,216           93,284                -
    Reversal of related party debt                                                 -              -              -        1,043,436                -
    Issuance of common stock
      Subscribed                                                             134,477            134         (6,723)           6,589                -
    Net loss for the year                                                          -              -              -                -         (719,819)

    BALANCES, DECEMBER 31, 2002                                              997,830            997              -        6,315,951       (7,600,881)
    Issuance of preferred stock for cash and
     conversion of accrued payroll                3,990,000       3,990            -              -              -        1,991,010
    Issuance of common stock for
       services rendered                                                     100,000            100              -           37,400                -
    Conversion of convertible notes
       payable to common stock                                                95,000             95              -           27,405                -
     Conversion of other note payable to
        common stock                                                          50,000             50              -           12,450                -
    Common stock subscriptions                                                     -              -            300           89,700                -
    Conversion of preferred
       stock                                       (120,000)       (120)   1,200,000          1,200              -           (1,080)               -
    Net loss for the year                                                          -              -              -                -         (150,496)

    BALANCES, DECEMBER 31, 2003                   3,870,000     $ 3,870    2,442,830      $   2,442      $     300     $  8,472,836     $ (9,446,377)
                                                  =========     =======   ===========     ==========     ==========    =============    =============
_____________________________________________________________________________________________________________________________________________

See notes to consolidated financial statements.




                                       26






                         POWER 3 MEDICAL PRODUCTS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
___________________________________________________________________________________

                                                        Year ended      Year ended
                                                        December 31,    December 31,
                                                           2003            2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                              $(1,845,496)      $ (719,819)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
  Depreciation and amortization                                 -           12,000
  Stock based compensation - preferred and common
    stock                                               1,722,500                -
  Amortization of discount and other interest on
   related party note                                           -           36,012
  Other non-cash expenses                                       -           39,502
  Loss from disposal and impairment of assets                   -           75,429
  Gain on reversal of liabilities                        (413,218)          (8,000)
Change in assets and liabilities:
  Receivables                                             (11,356)           2,500
  Prepaid expenses and other assets                             -           19,852
  Accounts payable and accrued and other liabilities      377,071          407,322 
NET CASH USED IN OPERATING ACTIVITIES                    (170,499)        (135,202)

CASH FLOWS FROM INVESTING ACTIVITIES -
  Proceeds from the sale of equipment                           -            8,000 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of preferred stock               100,000                -
  Proceeds from borrowings under notes payable             30,000                -
  Repayment of related party notes payable                (39,000)          (6,000)
  Payments on other notes payable                         (10,000)               -
  Proceeds from stock subscriptions                        90,000           96,500
  Advances from stockholders, net                               -           36,500 
NET CASH PROVIDED BY FINANCING ACTIVITIES                 171,000          127,000 

NET INCREASE (DECREASE) IN CASH                               501             (202)

CASH AT BEGINNING OF YEAR                                      47              249 

CASH AT END OF YEAR                                    $      548       $       47
                                                       ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                        $    6,400       $        -
                                                       ===========      ===========
  Income taxes paid                                    $        -       $        -
                                                       ===========      ===========

SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of convertible notes payable and accrued
  interest to common stock                             $   27,500       $  361,336
                                                       ===========      ===========
Reversal of related party notes payable and accrued
  interest                                             $        -       $1,043,436
                                                       ===========      ===========
Conversion of accrued payroll to preferred stock       $  200,000       $        -
                                                       ===========      ===========
Conversion of stockholder advances to notes payable    $   34,500       $        -
                                                       ===========      ===========
Conversion of notes payable to equity                  $   12,500       $        -
                                                       ===========      ===========
Reclassification of accounts payable to other note
  payable                                              $        -       $   33,009
                                                       ===========      ===========
Conversion of preferred stock to common
  stock                                                $    9,000       $        -
                                                       ===========      ===========
Conversion of other liabilities to stockholder
  advances                                             $    5,000       $        -
                                                       ===========      ===========
___________________________________________________________________________________

See notes to consolidated financial statements




                                       27




                         POWER 3 MEDICAL PRODUCTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
________________________________________________________________________________

Note 1 - Summary of Significant Accounting Policies

Business Activities

Power 3 Medical Products, Inc. (Power 3) formally known as Surgical Safety
Products, was incorporated in the State of Florida on May 15, 1992 and merged
into a New York Corporation in 1994. Power 3 and its wholly owned subsidiaries,
C5 Health, Inc. (C5), which was officially dissolved in the State of Delaware
and the State of Florida effective December 31, 2003 and Power3 Medical, Inc.
(P3M), a Nevada Corporation, (collectively, the "Company") are engaged in
product development, sales and distribution and services for the healthcare
industry. The Company had limited business activity during 2003 and 2002.

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 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 discussed at Note 5. The par value of the common stock remained
the same at $.001 per share. All references to the number of shares in the
accompanying consolidated financial statements and notes thereto have been
adjusted to reflect the stock split as if it occurred on January 1, 2002.

Principles of Consolidation

The consolidated financial statements include the accounts of Power 3, P3M and
C5. All inter-company accounts and balances have been eliminated in
consolidation.

Revenue Recognition

The Company ships its product directly from the outsource manufacturer to the
customer without taking ownership or possession of the products. All shipments
are FOB destination with freight allowed and payment terms are net 30 days after
shipment.

The Company's revenue recognition policy is consistent with the criteria set
forth in Staff Accounting Bulletin 101 - Revenue Recognition in Financial
Statements (SAB 101) for determining when revenue is realized or realizable and
earned. In accordance with the requirements of SAB 101 the Company recognizes
revenue when, (1) Persuasive evidence of an arrangement exists; (2) Delivery has
occurred; (3) The seller's price to the buyer is fixed or determinable; and (4)
collectibility is reasonably assured.

Sales Returns, Discounts and Other Reductions in Revenue

The Company does not allow returns for credit or discounts on purchases of
SutureMate(R)surgical safety devices. Based on historical experience, the
Company does not recognize any allowance for warranty or defects and the costs
of warranty or defects are expensed as incurred.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments with an original maturity of three months or less to be cash
equivalents.

Long-Lived Assets

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" requires that long-lived assets,
including certain identifiable intangibles, and the goodwill related to those
assets, be


                                       28



reviewed for impairment whenever events or changes in circumstances indicate
that the carrying value of the assets in question may not be recoverable.
Management evaluated the Company's long-lived assets and determined that there
were events during fiscal 2002 that indicated that all of its intangible and
fixed assets were impaired. As a result, the Company recorded certain losses
from impairment during 2002.

Advertising Costs

Advertising expenses, which were $-0- for both of the years ended December 31,
2003 and 2002, are expensed as incurred.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying values of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, accounts payable and accrued and other liabilities and
other notes payable. Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature. It was not
practicable to estimate the fair market value of the notes payable - related
party and/or the stockholder advances because of the lack of similar type
arrangements in the marketplace and because of uncertainty surrounding the dates
such liabilities will be satisfied.

Net Loss Per Common Share

The Company calculates net loss per share as required by SFAS 128, "Earnings per
Share." Basic loss per share is calculated by dividing net loss by the weighted
average number of common shares outstanding for the period. Diluted loss per
share is calculated by dividing net 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 (primarily
consisting of preferred stock, and common stock warrants and options)
are not considered in the computations.

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes.
Estimates that are critical to the accompanying consolidated financial
statements include the estimated amount accrued under the contingent liability
to Sarasota Memorial Hospital discussed at Note 9. It is at least reasonably
possibly that the Company's estimates could change in the near term with respect
to this matter.

Segment Information

The Company follows SFAS 131, Disclosures about Segments of an Enterprise and
Related Information." Certain information is disclosed, per SFAS 131, based on
the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows SFAS 109, "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax bases
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Stock-Based Compensation

The Company has adopted Statement of Financial Accounting Standards No. 148
"Accounting for Stock-Based




                                       29




Compensation - Transition and Disclosure" (SFAS No. 148). This statement amends
FASB statement No. 123, "Accounting for Stock Based Compensation". It provides
alternative methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for employee stock based compensation. It
also amends the disclosure provision of FASB statement No. 123 to require
prominent disclosure about the effects on reported net income of an entity's
accounting policy decisions with respect to stock-based employee compensation.
As permitted by SFAS No. 123 and amended by SFAS No. 148, the Company continues
to apply the intrinsic value method under Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," to account for its
stock-based employee compensation arrangements.

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued. Equity instruments
issued to non-employees that are fully vested and non-forfeitable are measured
at fair value at the issuance date and expensed in the period over which the
benefit is expected to be received. Equity instruments issued to non-employees
which are either unvested or forfeitable, for which counter-party performance is
required for the equity instrument to be earned, are measured initially at the
fair value and subsequently adjusted for changes in fair value until the earlier
of: (i) the date at which a commitment for performance by the counter-party to
earn the equity instrument is reached; or (ii) the date on which the
counter-party's performance is complete.

Recent Pronouncements

The Company does not expect that the adoption of any recent accounting
pronouncements will have a material impact on its consolidated financial
statements.

Note 2 - Going Concern

The accompanying consolidated 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 significant and recurring losses from operations and
has working capital and stockholders' deficits of $966,929 and $966,929
respectively at December 31, 2003. 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 successfully
integrating 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 consolidated 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.

Note 3 - Other Notes Payable

At December 31, 2002, the Company had convertible promissory notes payable
aggregating $57,500. During the year ended December 31, 2003, the following
conversions occurred:

        o $37,500 of these notes were converted to 95,000 shares of the
          Company's common stock. The difference between the $37,500 reduction
          in these notes, and the $27,500 increase in common stock and
          additional paid-in capital resulted because the market value of the
          shares issued was less than the carrying amount of the notes.

        o $20,000 of the convertible notes were converted to other notes
          payable. These notes are unsecured, bear interest at a rate of 6% per
          annum and are due on December 31, 2004.

In addition to the above, other notes payable includes $10,000 owed to the
Company's former landlord. This note, and 50,000 shares of the Company's common
stock, were provided to the landlord as full consideration for a note payable of
$33,009 owed to such landlord at December 31, 2002. The $10,000 note was paid
subsequent to December 31, 2003 (also see Note 9).




                                       30




Note 4 - Stock Option Plans

The Company has various stock option plans outstanding. Options granted under
the 1998 stock option plans are exercisable only after the respective vesting
period, which is determined by the Company's stock option committee. Options
expire seven years from the date of grant. Under the 1999 stock option plan,
options granted to employees vest ratably over three years; vesting is
determined by the Company's stock option committee for options granted to
officers, directors, and consultants. Options expire ten years from the date of
grant.

On March 31, 2003 the Company approved the 2003 Stock Compensation Plan, which
provides for the granting of common stock, options and/or warrants to officers,
directors and employees of the Company, as well as consultants and attorneys who
provide services to the Company. Under this plan the Company is authorized to
issue up to 8,000,000 shares of common stock, options or warrants. The options
and warrants (ISO's) shall expire according to terms as determined by a
committee on the date of grant, which will not exceed ten years from the date of
grant, or five years in cases of a grantee who owns more than 10% of the total
combined voting power of all classes of stock (10% Stockholder). The exercise
period of ISO's granted will also be determined by this committee at the date of
grant. The exercise price shall not be less than 100% of the fair market value
of the ISO's on the date of grant, except in cases of a 10% Stockholder, for
which the exercise price shall not be less than 110% of fair market value on the
date of grant. At December 31, 2003 no shares have been issued under this plan.

In addition to the above, 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. As discussed at Note 11, the Company issued 6,000,000 shares of
common stock and 2,000,000 warrants under this plan subsequent to December 31,
2003.

Pro forma information regarding net income and earnings per share is required by
SFAS 123, and has been determined as if the Company had accounted for its stock
options under the fair value method of that Statement. The fair value for these
options was estimated at the date of grant using a Black-Scholes option pricing
model with the following assumptions for 2000: risk-free interest rate of 6.03%;
dividend yield of 0%; volatility factor of the expected market price of the
Company's common stock of .34; and a weighted-average expected life of the
option of 2.7 years.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is charged to expense over the options' vesting period. For the fiscal years
ended December 31, 2003 and 2002 the Company would have recorded compensation
expense of approximately $11,750 and $11,900, respectively as a result of
outstanding options. The Company's pro forma information for the years ended
December 31, 2003 and 2002 is as follows:

                                                2003              2002

Net loss:
 As reported                                $(1,845,496)        $ (719,819)
 Stock-based employee compensation expense
  determined under fair value based method
  for all awards, net of tax                    (11,750)           (11,900)

Pro forma net loss                          $(1,857,246)        $ (731,719)
                                            ============        ===========




                                       31




Loss per share, basic and diluted:
 As reported                                 $    (1.81)        $    (0.77)
                                             ===========        ===========

    Pro forma                                $    (1.83)        $    (0.78)
                                             ===========        ===========

A summary of the Company's stock option activity and related information for the
years ended December 31, are as follows:

                                                    2003                 2002

                                                         Weighted             Weighted
                                                          Average              Average
                                                         Exercise             Exercise
                                              Options      Price    Options    Price

    Outstanding, beginning of year             6,360     $  12.50    6,360   $  12.50

    Cancelled                                      -            -        -          -

    Granted                                        -            -        -          -

    Exercised                                      -            -        -          -

    Outstanding, end of year                   6,360     $  12.50    6,360   $  12.50
                                              ======     ========   ======   ========

    Exercisable at the end of the year         6,360     $  12.50    6,360   $  12.50
                                              ======     ========   ======   ========

    Weighted-average fair value of options
    granted during the year                        -     $   0.00        -   $   0.00


The following table summarizes information about the options outstanding at
December 31, 2003:

                                           Weighted
                                            Average
                                           Remaining       Weighted
                             Number       Contractual       Average
    Exercise Price        Outstanding         Life       Exercise Price

      $   6.50              5,460           7 years         $   6.50
      $  50.00                900           4 years         $  50.00

                            6,360                           $  12.50
                            =====                           ========

Note 5 - Series A Preferred Stock

On March 31, 2003, the Company's board of directors authorized 4,000,000 shares
of Series A Preferred Stock. Simultaneously, the Company issued 2,660,000 shares
of Series A Preferred Stock in consideration of accrued and unpaid salary
totaling $200,000 to two officers of the Company and 1,330,000 shares of Series
A Preferred Stock in consideration of $100,000 cash by an individual investor.
The Company recorded $1,695,000 of non-cash compensation expense as a result of
this transaction. The transaction was recorded in the fourth quarter of the
Company's fiscal year based on the value of the Company's stock immediately
subsequent to the stock split discussed at Note 1.

The Series A Preferred Stock has preference in liquidation over common stock, is
convertible into ten shares of common stock at the election of the individual
holders, shall be entitled to receive dividends and distributions on parity with
the common stock as though the preferred stock conversion had occurred prior to
the record date for any such dividends and distributions, and has voting rights
of 10 votes per share as compared to common stock. In addition, intially the
preferred stockholders had the option to require the Company to redeem all of
the outstanding preferred shares for $10.00 per share in certain situations.
However, this redemption feature was eliminated subsequent to December 31, 2003.




                                       32




On December 31, 2003, the two officers mentioned above converted a total of
120,000 shares of their Series A Preferred Stock into 1,200,000 common shares.

Note 6 - Common Stock

In accordance with a settlement agreement with one of the Company's primary
creditors, the balance of other convertible notes payable plus accrued interest
totaling $361,135 was exchanged for 16,871 shares of common stock in 2002.

During the year ended December 31, 2002 a stockholder contributed $96,500 in
exchange for the rights to receive a total of 3,216,667 shares of the Company's
common stock. These shares were issued during the year ended December 31, 2002.

During the year ended December 31, 2003, a stockholder contributed $90,000 in
exchange for the right to receive a total of 300,000 shares of the Company's
common stock. These shares were not issued as of December 31, 2003, and
accordingly, the par value of such shares is reflected as common stock
subscribed.

On December 31, 2003, an independent consultant was issued 100,000 shares of
restricted common stock for assisting the Company in certain development
activities. Stock based compensation of $37,500 was recorded as a result of this
transaction based on the fair value of the shares at the date of issuance.

At December 31, 2003, the Company has 9,500 warrants outstanding, which warrants
entitle the holders to purchase one share of the Company's restricted common
stock for $50 a share. The warrants expire in 2004.

Note 7 - Other Income

During the year ended December 31, 2003, various unsecured liabilities having a
carrying value of approximately $413,200 were extinguished. The transactions
resulted because the age of the payables led management to conclude that the
possibility of payment of such liabilities is remote. Because none of the
liabilities were to related parties, the extinguishments are included in other
income in the accompanying 2003 consolidated statement of operations.

Note 8 - Income Taxes

We recognized losses for both financial and tax reporting purposes during each
of the periods in the accompanying statements of operations. Accordingly, no
provisions for income taxes and/or deferred income taxes payable have been
provided for in the accompanying financial statements.

At December 31, 2003 the Company has net operating loss carryforwards for income
tax purposes of approximately $5,550,000. These net operating loss carryforwards
expire at various times through the year ended December 31, 2023, however
because the Company has experienced changes in control and have 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 December 31, 2003, the
Company did not have any significant temporary differences.

Note 9- Commitments and Contingencies

Leases

In May 2002, the Company entered a lease expiring on March 31, 2006. This lease
was terminated on October 29, 2002 and all future obligations were released in
exchange for a promissory note totaling $33,009, which included termination and
related fees. This note and all accrued interest were due on October 29, 2003.
As discussed in Note 3, on December 29, 2003 this note was renegotiated and at
December 31, 2003 only $10,000 remained outstanding. The note was paid in 2004.

Subsequent to termination of such lease, the Company operated out of its
President's and Chief Financial Officer's homes. Effective October 15, 2003, the
Board of Directors resolved that a stipend be provided to the two officers for
use of their home offices and related equipment in the service of the Company's
goals until such time that permanent office space is secured. This stipend of
$500 per month for each of the officers was retroactive to September 2002 at the
time when the




                                       33




previous office space was vacated. As a result, $15,000 of rent expense has been
included in selling, general and administrative expenses in the accompanying
2003 consolidated statement of operations.

In connection with the acquisition of C5, the Company leased some of its
administrative facility in Manassas, Virginia from a related entity under a
month-to-month arrangement (the arrangement was terminated effective April 30,
2002). Total rent expense during the year ended December 31, 2002, under this
arrangement approximated $5,700.

Rent expense under all operating leases approximated $0 and $95,100 during the
years ended December 31, 2003 and 2002, respectively.

Employment Agreements

During the period June 1, 2001 to March 31, 2002, the Company was obligated
under an employment arrangement with its chief executive officer that required
annual base compensation of $100,000 per year. This agreement ended on March 31,
2002, which coincided with the officer's personal efforts being allocated and
directed to other business ventures outside of the Company.

Effective June 1, 2002, the Board of Directors passed a resolution regarding
employment arrangements with its newly appointed chief executive officer and
chief financial officer. The Board resolved that such arrangements be for an
annual salary of $150,000 for each officer. The Company may terminate the
agreements for any reason upon ninety days notice. On October 15, 2003 the
salary for each officer was increased to $180,000 per year as approved by the
Board of Directors and as outlined in their respective employment arrangements
under the annual increase provisions.

Settlement Agreement

In March 2002, the Company settled certain litigation filed by a former supplier
of support services for the Company's Oasis systems. The plaintiff was alleging
among other things, breach of contract and unjust enrichment. Pursuant to terms
of the settlement, the Company had agreed to pay the plaintiff $20,000 on or
before May 31, 2002. In the event such payment was not made, the Company would
be liable to the plaintiff for $100,000 plus interest from June 1, 2002. The
$20,000 payment was not made by May 31, 2002 and accordingly, the $100,000
amount is now due. The $100,000 settlement has been included in accounts payable
and accrued and other liabilities in the accompanying consolidated balance
sheet.

Other

On January 30, 1998, the Company entered into an agreement with Sarasota
Memorial Hospital (the Provider) in which the Provider was to perform clinical
testing of ten surgical or medical products submitted by the Company. The
agreement, which has been personally guaranteed by Dr. Michael Swor, 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 recorded a $50,000 liability as of December 31,
2002, which amount represented the probable amount of the liability existing at
such time, as well as at December 31, 2003. 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.

Note 10- Other Related Party Transactions

In December 2002, debt and accrued interest having a carrying book value of
approximately $1,044,000 was extinguished. The transaction resulted from the
dissolution of the related party creditor as a legal company and with no legal
standing in the states in which it transacted business. All known registered
agent representatives were contacted and indicated their resignation with no
successor being identified, and management believes that the possibility of
payment of such debt in the future is remote. Because of the nature of the
relationship between the creditor and the Company, the extinguishment was
reflected as an increase in additional paid-in capital in the December 31, 2002
consolidated financial statements.




                                       34




At December 31, 2003, $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.

In connection with the related party notes, the Company incurred interest
expense of approximately $10,600 and $86,420, respectively, during the years
ended December 31, 2003 and 2002. The amounts are included in accounts payable
and accrued and other liabilities at December 31, 2003 and 2002 less certain
accrued interest totaling $68,430 considered extinguished as discussed in the
first paragraph of this note. Related party interest expense of $7,200 was paid
during 2003.

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. At December 31, 2003, $60,000 was
unpaid and due to this party. This amount has been included in accounts payable
and accrued and other liabilities at December 31, 2003.

In addition to the above, at December 31, 2003, accounts payable and accrued and
other liabilities included other amounts owed to officers, directors and other
affiliates of approximately $482,000.

At December 31, 2003, 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 default as of December 31, 2003, bear interest at fixed rates between
10% and 12% per annum. Total interest incurred under these notes approximated
$5,500 and $3,650 for the years ended December 31, 2003 and 2002, respectively.

Note 11 - Subsequent Events

On January 16, 2004, the Company agreed to provide the following consideration
to certain consultants in exchange for their advice and consultation on certain
business and financial matters in 2004:

        o 6,000,000 shares of common stock were issued to three consultants.
          Because the Company's common stock had a value of $.15 per share on
          the date the agreements were entered, the Company will recognize
          $900,000 of stock based compensation expense in 2004 under these
          agreements.

        o 2,000,000 warrants entitling the holder to purchase common stock for
          the following prices:

Warrant Description                Number of Warrants              Price Per Common Share

  Class A Warrants                      500,000                             $.20
  Class B Warrants                      500,000                             $.40
  Class C Warrants                      500,000                             $.60
  Class D Warrants                      500,000                             $.80



________________________________________________________________________________






                                       35




Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure

None

Item 8a. Controls and Procedures

        Based on their evaluation, as of a date within 90 days of the filing date
of this Form 10-KSB, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that Power 3 Medical Products, Inc.'s disclosure controls
and procedures 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 the evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

        (a) Set forth below are the names, ages, positions, with the Company and
business experiences of the executive officers and directors of the Company.

                                                                    Director
Name                 Age     Position(s) with Company                Since

Timothy S. Novak     41      Director, Chairman of the Board          2002
                             and Chief Executive Officer

R. Paul Gray                 40      Director, Chief Financial Officer,         2002
                                                Secretary and Treasurer

        All directors hold office until the next annual meeting of the Company's
shareholders and until their successors have been elected and qualify. Officers
serve at the pleasure of the Board of Director. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary to perform their responsibilities as executive officers and/or
directors of the Company.

Family Relationships

        There are no family relationships between or among the executive officers
and directors of the Company.

Business Experience

        Timothy Novak, age 41, was appointed Chairman of the Board and Chief
Executive Officer of the Company in April and August 2002, respectively. Mr.
Novak has 18 years of experience in business and his duties for the Company
include operations, public relations and business development. Between March
2002 and May 2002 he was Executive Vice President of Reli-Communications for
development of the Florida region. Mr. Novak was a founding member of Core
Concepts, LLC in June of 2002. From the time of its formation in April 2001
until its merger with the Company, Mr. Novak was a Director, President and Chief
Operating Officer and owner of 27.18% of C5 Health, Inc. From January 2000 to
February 2001, he worked as an Administrator for Corcoran Easterling & Doyle -
Vallery, P.A., in the development of a private physician's medical practice in
Sarasota, Florida. From September 1998 to December 1999, Mr. Novak served as
Regional Vice President for Women's Health Partners, Inc, a 100 member OB/GYN
specific management services organization at which he orchestrated all aspects
of physician practice operations, new ancillary service development and
financial reporting. Prior to that period, Mr. Novak was engaged in independent
consulting in the areas of healthcare partnering and strategic planning. He




                                       36




served as Director of Professional Relations with The Physicians, Inc., a
1,000-member independent physician association; owning and operating a financial
programming company as a registered representative and as an independent agent
developing, selling and servicing comprehensive financial plans. Mr. Novak is a
Certified Medical Practice Executive through the American College of Medical
Practice Executives and is a member of the Medical Group Management Association.
He received his Bachelor of Science degree in 1985 from Bowling Green State
University and his Masters in Science in General Administration in 1998 from
Central Michigan University.

        R. Paul Gray, age 40, was appointed a Director, Acting Chief Financial
Officer, Secretary and Treasurer at the time of the merger of the Company with
C5 Health, Inc. in October 2001. Mr. Gray was appointed Chief Financial Officer
from the acting role on August 12, 2002. Mr. Gray has more than 16 years of
experience in Big Four accounting and consulting with large firms serving and
consulting with many public and private companies. Mr. Gray's duties for the
Company include assisting in the accounting functions and compliance related
activities. From June 2002 to the present, Mr. Gray has served as a founding
member of Core Concepts, LLC, a provider of strategic consulting to public and
private growth companies, for which he allocates approximately 10% of his
professional time. The balance of his profession time is devoted to his position
with the Company. From June 2001 to the present, Mr. Gray has been a Director -
for C5 of which he owned 18.09% individually and beneficially at the time of the
merger. From August 2001 to May 2002, Mr. Gray had been a Director and Chief
Financial Officer of Reli-Communications, of which he owned 20% at the time of
his resignation. Mr. Gray served as a Director, Executive Vice Present and Chief
Financial Officer of Millennium from August 1999 until 2001 when the assets were
sold to various companies. From 1985 to 1999, Mr. Gray practiced as a CPA for
several large accounting firms including KPMG and Ernst & Young. Mr. Gray
received his Bachelor of Science degree in accounting in 1985 from West Virginia
University.

Section 16(a) Beneficial Ownership Reporting Compliance

        No Director, Officer, Beneficial Owner of more than ten percent (10%) of
any class of equity securities of the Company failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.




                                       37




Item 10. Executive Compensation

                           Summary Compensation Table

                                                                               Long Term Compensation
                                        Annual Compensation                      Awards                Payouts
       Name and          Year      Salary     Bonus                   Restricted       Securities       LTIP        All Other
  Principal Position                 ($)        ($)        Other         Stock         Underlying      Payouts    Compen-sation
                                                          Annual       Award(s)       Options/SARs       ($)          ($)
                                                          Compen-         ($)             (#)                         (1)
                                                          sation
                                                            ($)

G. Michael Swor,    2002      $25,000       -0-          -0-            -0-               -0-         -0-           -0-
Former Chief
Executive Officer (2)      2003           $0       -0-          -0-            -0-               -0-         -0-           -0-


R. Paul Gray,       2002      $87,500       -0-          -0-            -0-               -0-         -0-           -0-
Director,
Chief Financial
Officer, Secretary
and Treasurer (3)          2003     $157,500       -0-          -0-            -0-               -0-         -0-           -0-


Timothy Novak,             2002     $139,000       -0-          -0-            -0-               -0-         -0-           -0-
Director,
Chairman and Chief
Executive Officer (3)      2003     $157,500       -0-          -0-            -0-               -0-         -0-           -0-


(1) All other compensation includes certain health and life insurance benefits
paid by the Company on behalf of its employee.

(2)Dr. Swor resigned as a board member in February 2003.

(3) Mr. Gray and Mr. Novak were appointed officers at the time of the C5 merger
in October 2001.

Option Grants in Last Fiscal Year

        No options were granted to the above named officers in 2003 or 2002.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Values

The following table provides information regarding the aggregate exercises
of options by each of the named executive officers. In addition, this table
includes the number of shares covered by both exercisable and unexercisable
stock options as of December 31, 2003, and the values of "in-the-money" options,
which values represent the positive spread between the exercise price of any
such option and the fiscal year-end value of the Company's Common Stock.

Year End Option Values for Executive Officers




                                       38




                                                                            Number. of
                                                                            Unexercised             Value of
                                                                            Securities             Unexercised
                                                                            Underlying            In-The-Money
                                                                           Options/SARs            Option/SARs
                                  Shares Acquired                          at 12/31/2003          at 12/31/2003
                                    on Exercise      Value Realized        Exercisable/           Exercisable/
   Name                                 (#)                ($)             Unexercisable          Unexercisable

G. Michael Swor                         -0-                -0-                400 (1)                   $0/0
R. Paul Gray                            -0-                -0-                    0/0                   $0/0
Timothy Novak                           -0-                -0-                    0/0                   $0/0

        (1) These options are exercisable at $50.00.

        Employee Contracts and Agreement

        On August 12, 2002 and effective June 1, 2002, the Board of Directors
passed a resolution regarding employment arrangement with its newly appointed
Chief Executive Officer, Timothy S. Novak and Chief Financial Officer, R. Paul
Gray. The Board resolved that such arrangement be for an annual salary of
$150,000 for each officer. The agreements may be terminated for any reason; if
the Company elects to do so without cause, then the officers will be entitled to
compensation and benefits for a period of ninety days. Under these agreements
the officers had accrued $125,000 as of March 31, 2003, which remained unpaid.
On March 31, 2003, each officer converted $100,000 of this accrued and unpaid
salary in consideration for issuance of 1,330,000 shares of Series A Preferred
Stock. On October 15, 2003, the salary for each officer was increased to
$180,000 per year as approved by the board of directors and as outlined in their
respective employment arrangements under the annual increase provisions.

Employee and Consultants Stock Option Plans

Employee Stock Option Plans

        In January, 1999, the Board of Directors adopted a revised Employee Stock
Option Plan and renamed the plan the Surgical Safety Products 1999 Stock Option
Plan (the "1999 Plan"). Under the 1999 Plan, employees qualify for issuance of
Incentive Stock Options under Section 422 of the Internal Revenue Code, as
amended, Non-incentive Stock Options and Reload Options. Directors, consultants
and advisors who are issued options under the plan only qualify for
Non-incentive Stock Options and Reload Options. All of the options under this
plan terminate ten (10) years (except those issued to 10% or more shareholders,
in which case they terminate in five (5) years) from issuance and vest for
employees at the rate of one-third each year for three (3) years and vest as
established by the Stock Option Committee for Directors, Consultants and
Advisors. The plan is overseen by the Board of Directors or the Stock Option
Committee and all issuances are at fair market value as defined in the plan (and
110% of fair market value in the case of a 10% or more shareholder). The plan
provides the exercise rights on death, disability or termination of employment.
The Company may, at its option, provide change of control rights to designated
persons and if granted, the option holder is entitled to certain cash payments
on all options granted whether or not vested if the Company changes control.

        The Board of Directors approved the Company's 2000 Stock Plan ("2000 Stock
Plan") on February 7, 2000. The shareholders approved such plan at the Annual
Meeting held on February 28, 2000. The 2000 Stock Plan is substantially similar
to the 1999 Plan with the addition that the Stock Compensation Committee may
grant awards of stock in addition to options and may grant awards and/or options
to members of the Board of Directors upon assumption of a seat on the Board and
upon reelection of awards of up to 25,000 shares and/or options to purchase up
to 25,000 shares of the Company's Common Stock. The 2000 Plan is funded with
10,000,000 shares of Common Stock. This plan covers employees, Officers,
Directors, consultants and advisors. The Board elected to voluntarily restrict
the number of shares granted each year to 1,000,000 in March 2000.




                                       39




        Pursuant to the 1999 Plan, the Company granted options to purchase 465,000
shares of the Company's Common Stock of which 395,000 have expired or lapsed.
The remaining options represent proceeds on exercise of $106,000, if exercised.
The outstanding options as of this date are as follows effected for the a fifty
for one reverse split in September 2003:

Employee                   Date Option         No. of Shares       Exercise Price    Term
                             Granted        subject to Exercise                      Years
1999 Plan

G. Michael Swor            (1) 1/01/99           200                   $50.00         10
                               12/27/99          200                   $50.00         10

James Stuart (2)               6/30/99           500                   $86.00         10
________________


(1) Dr. Swor was granted Non Incentive Stock Options under the 1999 Plan.

(2) In June 1999, the Board granted options to purchase 500 shares of the
Company's Common Stock at an exercise price of $86 to each of its outside
directors as a bonus for their service on the Board of Directors. These options
are Non Incentive Stock Options under the 1999 Plan. Due to his resignation,
David Swor's options expired in May 2002.

Consultant Stock Option Plans

        In January, 1998, the Board of Directors adopted a revised Consultant's
Stock Option Plan (the "1998 Revised CSOP"). Under the 1998 Revised CSOP,
consultants may be granted options to purchase shares of the Company's common
stock for a term specified by the Stock Option Committee at a specified price.
Options under the 1988 Revised CSOP are not transferable except by will or laws
of descent and distribution. In the event the consultant's services are
terminated, such consultant has two (2) months from the date of termination in
which to exercise and in the case of death, the estate has the lesser of (i)
three (3) years from the date of death or (ii) five (5) years from the option
issuance date in which to exercise. In the case of the capital restructure of
the Company, the options are effective as if exercised prior to the capital
restructuring event. There are no yearly limitations on the amount of options
which may be exercised by consultants. The 1998 Revised CSOP requires that the
options are not exercisable for a period of two (2) years from issuance.

        Consultants are also eligible to receive options under the 1999 Revised
ESOP and the 2000 Stock Plan.

        Under the 1998 Revised CSOP, the Company granted options to purchase
129,000 shares of the Company's Common Stock of which 125,000 expired or lapsed.
The remaining options represent proceeds on exercise of $2,000 to the Company,
if exercised. Under the 2000 Stock Plan, the Company awarded 1,000,000 shares of
its common stock and options to purchase 248,000 shares that remain outstanding.
The outstanding options as of this date are as follows effected for the a fifty
for one reverse split on September 12, 2003:

Consultant/                   Date Option      No. of Shares          Exercise       Term
Services Rendered               Granted     subject to Exercise         Price        Years

1998 Revised CSOP

Danielle Chevalier              01/01/98             40                 $25.00         7
 For marketing assistance
   at conventions




                                       40




Leann Swor                      01/01/98             400                $25.00         7
   For marketing assistance
   at conventions

2000 Plan

Donald F.  Mintmire             08/16/00             4,880              $12.50         10
 Legal Services by
 Mintmire & Associates
_______________________

        On March 31, 2003 the board of directors approved a 2003 Stock Compensation
Plan which included 8,000,000 shares of common stock (the "2003 Plan") that may
be granted as stock awards, options, or warrants. A total of 8,000,000 shares of
common stock were subject to warrants granted under the 2003 Stock Compensation
Plan to consultants that were to perform various activities on behalf of the
Company but these arrangements and related filings were canceled and no warrants
of shares were issued.

        In January 2004, the Company entered a series of consultant relationships to
assist in business development and company and product acquisitions. These
consultant agreements are encompassed in the 2004 Stock Compensation Plan. These
consultants have received 6,000,000 shares of common stock registered under an
S-8 filing in January 2004, and 2,000,000 warrants. The warrants entitling the
holder to purchase common stock for the following prices:

Warrant Description               Number of Warrants             Price Per Common Share

 Class A Warrants                      500,000                            $.20
 Class B Warrants                      500,000                            $.40
 Class C Warrants                      500,000                            $.60
 Class D Warrants                      500,000                            $.80

Compensation of Directors

        The Company has no standard arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors. As part
of the 2000 Stock Plan approved by the Board of Directors and shareholders, the
Stock Compensation Committee may grant awards of stock in addition to options
and may grant awards and/or options to members of the Board of Directors upon
assumption of a seat on the Board and upon reelection of awards of up to 500
shares and/or options to purchase up to 500 shares of the Company's Common
Stock.

Item 11. Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth information as of December 31, 2003,
regarding the ownership of the Company's Common Stock by each shareholder known
by the Company to be the beneficial owner of more than five percent (5%) of its
outstanding shares of Common Stock, each executive officer and director and all
executive officers and directors as a group. Except as otherwise indicated, each
of the shareholders has sole voting and investment power with respect to the
share of Common Stock beneficially owned.




                                       41




                                                                Amount and
                                                      Nature of Beneficial Ownership

                                                                Sole         Sole          Total       Percent
                  Name of                                      Voting     Investment    Beneficial       of
            Individual or Group                 Class          Power         Power       Ownership      Class

Timothy S. Novak,                              Common         5,442,432     5,442,432     5,442,432     10.7%
President and Chief Executive Officer          Preferred      1,330,000     1,330,000     1,330,000     33.3%
Director

R. Paul Gray                                       Common     1,927,032     1,927,032     1,927,032     3.8%
Chief Financial Officer, Treasurer, and         Preferred     1,330,000     1,330,000     1,330,000     33.3%
Secretary
Director

Jerry W. Leonard                                   Common     8,484,206     8,484,206     8,484,206     16.8%
P.O. Box 634                                    Preferred     1,330,000     1,330,000     1,330,000     33.3%
Fredericksburg, Virginia
5% Stockholder

Reli-Communications(1)                             Common     2,668,711     2,668,711     2,668,711     5.3%
9813 Godwin Drive                               Preferred           -0-           -0-           -0-       *
Manassas, Virginia
5% Stockholder

Dr. G. Michael Swor                                Common     6,494,445     6,494,445     6,494,445     12.8%
4807 Higel Avenue                               Preferred           -0-           -0-           -0-       *
Sarasota, Florida  34242
5% Stockholder

All Directors and Officers as a Group              Common     7,369,464     7,369,464     7,369,464     14.5%
(2 Persons)                                     Preferred     2,660,000     2,660,000     2,660,000     66.6%


Item 12. Certain Relationships and Related Transactions

        Mr. Danielczyk incorporated MHC in Delaware in March 1999 and acted as its
Director and Chief Executive Officer. Mr. Danielczyk owned 20% of MHC. Mr.
Danielczyk was the Chairman of the Board of C5 from June 2001 and owned
individually and beneficially through Bentley 19.56% at the time of its
acquisition by the Company. Mr. Danielczyk is a Director and Chief Executive
Officer from May 2001 of Reli-Communications, Inc. that has engaged in center
related party transactions with C5 and Mr. Danielczyk owns 35% of
Reli-Communications, Inc. Reli-Communications, Inc. owned 2.93% of C5 at the
time of C5's acquisition by the Company.

        Mr. Gray acted as a Director and Chief Financial Officer of MHC from August
1999 until March 2001. Mr. Gray owned 15% of MHC. Mr. Gray was a Director and
acting Chief Financial Officer of C5 from June 2001 and owned individually and
beneficially 18.09% at the time of its acquisition by the Company. Mr. Gray was
a Director and Chief Financial Officer from August 2001 until May 2002 in
Reli-Communications, Inc. and owned 20% of Reli-Communications, Inc.

        Mr. Novak, an officer and director of the Company, has been a Director,
President and Chief Operating Officer of C5 since its formation in April 2001
and owned 27.18% of C5 individually at the time of its acquisition by the
Company. In addition to his duties with the Company and C5, he was elected a
Vice President of Reli-Communications, Inc. in March 202 and resigned in May
2002. He holds no ownership in that company.

        At December 31, 2003, the Company was indebted to Dr. Michael Swor for
$41,563 of advances he made on behalf of the Company that bear interest at the
fixed rate of 10% per annum that are due on demand. In addition, the Company is
indebted to Dr. Swor in the amount of $76,700for working capital advances. These
advances are non-interest bearing and due on demand.

        From September 30, 2001 to May 31, 2002, Reli-Communications, Inc. invested
$201,716 in the Company in exchange for which the Company issued 6,723,858
shares of its common stock.

        As of December 31, 2003, the Company had accrued compensation to former
employees, exclusive of officers, in the amount of $30,000, and to officers and
former officers listed in the summary compensation table of $405,833, as set
forth below:

              Name                          Amount
         G. Michael Swor                  $ 83,333
         Tim Novak                        $192,500
         R. Paul Gray                     $130,000

Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

Item No.          Description

2.1     Agreement and Plan of Merger and Reorganization between Surgical
        Safety Products, Inc., OIX, Inc. and C5 Health Inc dated September 15,
        2001 effective October 26, 2001 [14]




                                       42




3.1     Certificate of Incorporation of Sheffeld Acres Inc. filed May 7, 1993
        [1]

3.2     Certificate of Merger of Power 3 Medical Products, Inc. into Sheffeld
        Acres Inc. filed February 8, 1995 [1]

3.3     Certificate of Amendment of the Certificate of Incorporation of
        Power 3 Medical Products, Inc. f/k/a Sheffeld Acres Inc. filed May 1,
        1998 [1]

3.4     Certificate of Amendment of the Certificate of Incorporation of
        Power 3 Medical Products, Inc. f/k/a Sheffeld Acres Inc. filed March
        20, 2000 [7]

3.5     Bylaws of Power 3 Medical Products, Inc. [2]

10.58   Loan Cancellation and Settlement Agreement with Thomson Kernaghan &
        Co. Ltd. effective February 7, 2001 [13]

10.59   Term Sheet for merger with Emagisoft Technologies Inc. dated February
        2001 [13]

10.60   Selective HR Solutions Agreement dated March 2001. [13]

10.61*  DeRoyal Industries, Inc. Agreement dated 2001 [13]

10.62   Lock Out Agreement dated October 5, 2001 between Surgical Safety
        Products, Inc., C5 Health, Inc. and Dr. Swor. [15]

10.63   Form of the Convertible Secured Promissory Note of C5 Assumed at
        the Merger

10.64   Secured Promissory Note to Millennium dated May 2001

10.65   Extension Agreement of Millennium May 2001 assumed at the Merger

10.66   Secured Promissory Note to Millennium dated August 2001 assumed at
        the Merger

10.67   Letter Agreement from Millennium extending May and August 2001
        Notes to December 31, 2002

10.68   Form of Unsecured Promissory Note due to Mr. Novak and Mr. Gray
        assumed at the Merger

10.69   Letter Agreement from Mr. Novak extending due date of Unsecured
        Promissory Note to December 31, 2002

10.70   Letter Agreement from Mr. Gray extending due date of Unsecured
        Promissory Note to December 31, 2002

10.71   Lease Agreement, Assignment and Amendment for Corporate Offices

10.72*  Employee Agreement for Timothy Novak dated August 12, 2002.

10.73*  Employee Agreement for R. Paul Gray dated August 12, 2002.

10.74*  Consulting Agreement for Claudia Arps dated March 31, 2003.

10.75*  Consulting Agreement for Heinrich Hessels dated March 31, 2003.

10.76*  Consulting Agreement for Karin Hoermann dated March 31, 2003.




                                       43




10.77*  Consulting Agreement for Paul McAteer dated March 31, 2003.

10.78*  Consulting Agreement for Jack Sherman dated March 31, 2003.

10.79*  RCM Consulting Agreement dated March 31, 2003.

16.1    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [16]

16.2    Letter on change of certifying accountant pursuant to Regulation SK
        Section 304(a)(3) [17]

16.3    Letter dated November 16, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.4    Letter dated November 22, 2001 from Kerkering, Barbario & Co, PA to
        the SEC [18]

16.5    Letter dated January 7, 2002 from Kerkering, Barbario & Co., PA to the
        SEC. [19]

31.1    Certification of Power 3 Medical Product, Inc. Chief Executive
        Officer, Timothy Novak, pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.

31.2    Certification of Power 3 Medical Product, Inc. Chief Financial
        Officer, R. Paul Gray, pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.

32.1    Certification of Power 3 Medical Product, Inc. Chief Executive
        Officer, Timothy Novak, pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.

32.2    Certification of Power 3 Medical Product, Inc. Chief Financial
        Officer, R. Paul Gray, pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.



* Filed herewith

[1]     Previously filed with the Company's Form 10SB

[2]     Previously filed with the Company's Amendment No. 1 to the Form 10SB

[3]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        30, 1999

[4]     Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 1999

[5]     Previously filed with the Company's Amendment No. 2 to the Form 10SB

[6]     Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 1999

[7]     Previously filed with the Company's Form S-3 on March 2, 2000.

[8]     Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 1999.




                                       44




[9]     Previously filed with the Company's Form 10QSB for the Quarter ended March
        31, 2000.

[10]    Previously filed with the Company's Form 10QSB for the Quarter ended June
        30, 2000.

[11]    Previously filed with the Company's Amendment 3 to the Form 10QSB for the
        Quarter ended June 30, 2000.

[12]    Previously filed with the Company's Form 10QSB for the Quarter ended
        September 30, 2000.

[13]    Previously filed with the Company's Form 10KSB for the fiscal year ended
        December 31, 2000.

[14]    Previously filed with the Company's Form 8K filed October 4, 2001

[15]    Previously filed with the Company's Form 10QSB for the Quarter ended September 30, 2001.

[16]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 16, 2001

[17]    Previously filed with the Company's Form 8K/A relative to change of
        accountants on November 21, 2001

[18]    Previously filed with the Company's Form 8K relative to change of
        accountants on November 29, 2001

[19]    Previously filed with the Company's Form 8K relative to change of
        accountants on May 9, 2002

        (b) Reports on Form 8K

        No reports on Form 8K were filed during the last quarter of the year
        ended December 31, 2003.

Item 14. Principal Accountant Fees and Services

The following table sets forth the amount of fees billed by the Company's
independent accountants for the year ended December 31, 2003 and the year ended
December 31, 2002:

                                  2002                    2003

      Audit Related Fees:       $12,100                 $10,000
      Tax Fees:                       -                 $     -
      All Other Fees:           $     -                 $     -

        The Company does not have an Audit Committee of the Board of Directors. All
activities of the Company's independent accountants are reviewed and approved
prior to the engagement by the Board of Directors, who determined whether such
activities could affect the independence of such accountants.




                                       45





                                    SIGNATURE

        In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                       Power 3 Medical Products, Inc. (Registrant)


Date:April 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/ R. Paul Gray         Director, Secretary, Treasurer     April 14, 2004
R.  Paul Gray              and Chief Financial Officer

/s/ Timothy Novak          Chairman and Chief                 April 14, 2004
Timothy Novak              Executive Officer`