UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |X|Form 10-K or 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q or 10-QSB [ ]Form 10-D [ ]Form N-SAR [ ]Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:________________________________________
Read Instructions (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
PART I--REGISTRANT INFORMATION
Power 3 Medical Products, Inc.
Full Name of Registrant
Surgical Safety Products, Inc.
Former Name if Applicable
3400 Research Forest Drive, Suite B2-3
Address of Principal Executive Office (Street and Number)
The Woodlands, Texas 77381
City, State and Zip Code
PART II-- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report
of Form 10-K or Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or Form 10-QSB or
subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III-- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K or 10-KSB,
20-F, 11-K, 10-Q or 10-QSB, 10-D, N-SAR, N-CSR or the transition report or
portion thereof, could not be filed within the prescribed time period.
During the fiscal year ended December 31, 2004, Power 3 Medical
Products, Inc. (the "Company") purchased all of the assets of Advanced
Bio/Chem, Inc., d/b/a ProteEx. The transaction was completed on May 18,
2004 and was accounted for as a capital transaction rather than a business
combination. Consequently, the historical financial statements prior to the
date of acquisition are the financial statements of Advanced Bio/Chem. The
Company requires additional time to obtain complete, pre-acquisition
records associated with the period January 1, 2004 through May 17, 2004 to
complete the audit for fiscal year 2004. In addition, the Company requires
additional time to incorporate Advanced Bio/Chem's 2003 historical
financial statements and accompanying notes into the Company's audit for
fiscal year 2004. As a result, the Company is unable to file its Form
10-KSB for the year ended December 31, 2004 by the prescribed due date
without unreasonable effort or expense. The Company expects to finalize its
financial statements and file its annual report on Form 10-KSB for the year
ended December 31, 2004 as soon as practicable and no later than the 15th
calendar day following the prescribed due date.
See attached Exhibit 1.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
Michael J. Rosinski 281 466-1600
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X|Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X|Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company expects to report a net loss for 2004 of approximately
$18,800,000 as compared to a net loss of $2,300,423 in 2003. The increase
in the net loss is primarily due to an increase in stock based compensation
expense of approximately $13,100,000 due to the issuance of shares of
common stock and warrants to management, employees and other consultants in
connection with or related to the Advanced Bio/Chem transaction. In
addition, other professional fees increased in 2004 by approximately
$377,000 and interest expense increased by approximately $2,800,000
primarily as a result of non-cash interest expense recorded as a result of
fair valuing certain warrants issued to purchasers of the Company's
convertible debentures in October 2004. Revenues of operations in 2004
decreased by approximately $133,000 from that of 2003. While the Company
does not expect the results for 2004 to materially differ from those
reported above, since the Company has not completed the audit for 2004, the
audited results ultimately reported in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2004 may differ from those reported
above.
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POWER 3 MEDICAL PRODUCTS, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 1, 2005 By:/s/Michael J. Rosinski
Name: Michael J. Rosinski
Title: Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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