SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~December 731, 2010

POWER3 MEDICAL PRODUCTS, INC.

(Exact Name of Registrant as Specified in Charter)

New York	000-24921	65-0565144
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

New York

(State or Other Jurisdiction

of Incorporation)

000-24921

(Commission

File Number)

65-0565144

(IRS Employer

Identification No.)

26022 Budde Road
The Woodlands, Texas	77380
(Address of Principal Executive Offices)	(Zip Code)

26022 Budde Road

The Woodlands, Texas

(Address of Principal Executive Offices)

77380

(Zip Code)

Registrant’s telephone number, including area code: (281) 298-7944

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01

Entry Into a Material Definitive Agreement.

On ~~September~~ 7December 31, 2010, Power3 Medical Products, Inc., a New York corporation (“Power3”), and Rozetta-Cell Life Sciences, Inc., a Nevada corporation (“Rozetta-Cell”), entered into ana First Amendment and Waiver to Agreement and Plan of Merger (the “~~Merger Agreement~~Amendment”), bywhich amends the Agreement and ~~between~~Plan ~~Power3~~of ~~and~~Merger, ~~Rozetta-Cell~~dated ~~Life~~September ~~Sciences~~7, ~~Inc.~~2010, aby ~~Nevada~~and between ~~corporation~~Power3 (“and Rozetta-Cell (the “Merger Agreement”). Under the terms of the Amendment, ~~pursuant~~the parties agreed to extend the outside date by which ~~Rozetta-Cell~~the ~~will~~merger must ~~merge~~close ~~with~~to June 30, 2011 and require the conversion of all issued and outstanding shares of Power3 Series B preferred stock into Power3, common stock by the ~~separate~~holders ~~corporate~~thereof ~~existence~~subsequent to approval of ~~Rozetta-Cell~~the ~~will~~merger ~~cease,~~by ~~and~~ the Power3 shareholders, ~~will~~but ~~continue~~prior asto ~~the~~completion ~~surviving~~of ~~company (~~the ~~“Merger”)~~merger.

~~Subject~~The toforegoing ~~the~~description ~~terms and conditions~~ of the Merger Agreement, ~~which~~and ~~has been approved by~~ the ~~boards~~Amendment ofdoes ~~directors~~not ofpurport to ~~both~~be ~~Power3~~complete and ~~Rozetta-Cell, if the Merger~~ is ~~completed,~~ ~~each~~qualified ~~outstanding~~in ~~share~~its ofentirety ~~Rozetta-Cell~~by ~~common~~reference ~~stock~~to ~~will~~the ~~be converted~~Merger ~~into~~Agreement and the ~~right~~Amendment, towhich ~~receive~~are ~~ten~~attached ~~(10)~~as ~~shares~~Exhibits of2.1 ~~Power3’s~~and ~~common stock (the~~2.2, ~~“Exchange Ratio”)~~respectively, ~~subject~~ to ~~certain~~this ~~adjustments~~Current asReport ~~provided~~on inForm ~~the~~8-K ~~Merger~~and incorporated herein by ~~Agreement~~reference.

The Merger Agreement contains customary representations and warranties of Power3 and Rozetta-Cell, covenants of Rozetta-Cell to conduct its business in the ordinary course until the Merger is consummated, and covenants of Rozetta-Cell to not take certain actions until the Merger is consummated. Rozetta-Cell has also agreed to not solicit proposals relating to business combination transactions with other parties or enter into discussions concerning any proposals for business combination transactions with other parties.

Consummation of the Merger is subject to certain customary conditions, including, among others, the approval of the Merger by the shareholders of Rozetta-Cell, the approval of the issuance of Power3 common stock in connection with the Merger by the shareholders of Power3, the approval of an amendment to the certification of incorporation of Power3 by the shareholders of Power3 to increase the number of shares of common stock authorized for issuance to that number of shares necessary to ensure that an adequate number of shares is available for issuance to the shareholders of Rozetta-Cell, the receipt of any required governmental approvals and expiration of applicable waiting periods, the accuracy of the representations and warranties of Power3 and Rozetta-Cell (generally subject to a material adverse effect standard), and material compliance by Power3 and Rozetta-Cell with their respective obligations under the Merger Agreement.

The Merger Agreement contains certain termination rights of Power3 and Rozetta-Cell, including the right to terminate the Merger Agreement if the Merger is not completed by December 31, 2010.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

The Merger Agreement has been attached hereto to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Power3, Rozetta-Cell or their respective subsidiaries and affiliates. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations, warranties, covenants and agreements may have been made for the purposes of allocating contractual risk between the parties to the agreement rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Power3 or Rozetta-Cell, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Power3’s public disclosures.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference herein.

The shares of Power3 common stock to be issued to the shareholders of Rozetta-Cell pursuant to the Merger Agreement will be issued to a limited number of accredited investors in a private placement transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated under the Securities Act directly by Power3 without engaging in any general solicitation or advertising of any kind.

Section 8 – Other Events

Item 8.01. Other Events.

On September 8, 2010, Power3 issued a press release announcing the execution of the Merger Agreement by Power3 and Rozetta-Cell. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1 Agreement and Plan of Merger, dated September 7, 2010, by and between Power3 and Rozetta-Cell (previously filed as Exhibit 2.1 to Power3’s Current Report on Form 8-K, filed with the SEC on September 8, 2010, and incorporated herein by reference)

992.12 ~~Press~~First ~~Release~~Amendment and Waiver to Agreement and Plan of Merger, dated ~~September~~December 831, 2010, by and between Power3 and Rozetta-Cell

*****

Additional Information and Where to Find It

Power3 intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger. Investors and security holders are urged to read the proxy statement when it becomes available because it will contain important information about the Merger.

Investors and security holders may obtain this document (when it is available) and other documents filed by Power3 with the SEC free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Power3 may be obtained free of charge by directing such request to: Investor Relations, Power3 Medical Products, Inc., 26022 Budde Road, The Woodlands, Texas 77380, (281) 298-7944.

Participants in the Solicitation

Power3 and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Power3 in connection with the proposed Merger. Information regarding the special interests of these directors and executive officers in the Merger will be included in the proxy statement of Power3 described above. Additional information regarding the directors and executive officers of Power3 is also included in Power3’s Annual Report on Form 10-K for Power3’s fiscal year ended December 31, 2009, which was filed with the SEC on April 15, 2010, and in other documents subsequently filed by Power3 and its directors and executive officers under the Securities and Exchange Act of 1934, as amended.

SIGNATURES

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

	POWER3 MEDICAL PRODUCTS, INC.
Dated: September 8, 2010	/s/ Ira L. Goldknopf
Dated: January 6, 2011	/s/ Ira L. Goldknopf
	Ira L. Goldknopf
	President and Chief Scientific Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated September 7, 2010, by and between Power3 and Rozetta-Cell
99.1		Press Release dated September 8, 2010

Exhibit Number Description

2.2

First Amendment and Waiver to Agreement and Plan of Merger, dated December 31, 2010, by and between Power3 and Rozetta-Cell

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