Exhibit 31.2
CERTIFICATION
I, Michael J. Rosinski certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Power3 Medical
Products, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b.Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls, as of the end of
the period covered by this report based on such evaluation;; and
c. Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting to the small business issuer's auditors and audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions);
a. All significant deficiencies in the design or operation of internal
control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record,
process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 23, 2005
/s/ Michael J. Rosinski
By: Michael J. Rosinski
Title: Chief Financial Officer
