<SUBMISSION>
<ACCESSION-NUMBER>0001157523-04-010694
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20040930
<FILING-DATE>20041112
<DATE-OF-FILING-DATE-CHANGE>20041112
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PHASE III MEDICAL INC/DE
<CIK>0000320017
<ASSIGNED-SIC>6399
<IRS-NUMBER>222343568
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-10909
<FILM-NUMBER>041140277
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>330 SOUTH SERVICE ROAD
<STREET2>SUITE 120
<CITY>MELVILLE
<STATE>NY
<ZIP>11747
<PHONE>6315744955
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>330 SOUTH SERVICE ROAD
<STREET2>SUITE 120
<CITY>MELVILLE
<STATE>NY
<ZIP>11747
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CORNICHE GROUP INC /DE
<DATE-CHANGED>19951117
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FIDELITY MEDICAL INC
<DATE-CHANGED>19951025
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FIDELITY MEDICAL SERVICES INC
<DATE-CHANGED>19830825
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a4765131.txt
<DESCRIPTION>PHASE III MEDICAL 10-Q
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                       OR

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

      For the Transition Period from to --------------- ------------------

                         Commission file number 0-10909

                             PHASE III MEDICAL, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                           22-2343568
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)


           330 SOUTH SERVICE ROAD, SUITE 120, MELVILLE, NEW YORK    11747
                 (Address of principal executive offices)         (zip code)

        Registrant's telephone number, including area code: 631-574-4955


              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act of 1934).
Yes    No X
    ---  ---

           40,476,873 SHARES, $.001 PAR VALUE, AS OF OCTOBER 31, 2004

(Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date)


                                       1

<PAGE>

                                                                 Page No.
                                                                 --------
Part I  - Financial Information:

      Item 1.   Financial Statements (Unaudited):

                Balance Sheets
                At September 30, 2004 and December 31, 2003            3

                Statements of Operations
                For the three and nine months
                ended September 30, 2004 and 2003                      4

                Statements of Cash Flows
                for the nine months ended
                September 30, 2004 and 2003                            5


                Notes to Unaudited Financial Statements           6 - 11


      Item 2.   Management's Discussion and Analysis of
                Financial Condition and Results of Operations    12 - 14

      Item 3.   Quantitative and Qualitative Disclosures About
                Market Risk                                           15

      Item 4.   Controls and Procedures                               15

Part II - Other Information:

      Item 1.   Legal Proceedings                                     16

      Item 3.   Defaults Upon Senior Securities                       16


      Item 6.   Exhibits and Reports on Form 8-K.                     16

                Signatures                                            17




                                       2

<PAGE>


                        PHASE III MEDICAL, INC.


                            BALANCE SHEETS
                              (Unaudited)

ASSETS

                                    September 30,  December 31,
                                         2004          2003
                                    ----------------------------
Current assets:
  Cash and equivalents                   $461,436      $210,947
  Prepaid expenses and other current
   assets                                       -        18,024
                                    ----------------------------

        Total current assets              461,436       228,971

Property and equipment, net                 3,936         1,935
Deferred acquisition costs                 51,674        77,782
Other assets                                3,000         3,000
                                    ----------------------------

                                         $520,046      $311,688
                                    ============================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Interest and dividends payable -
   preferred stock                       $468,959      $433,196
  Accounts payable                        227,396        87,896
  Accrued liabilities                      81,709        92,115
  Notes payable                           575,000       400,000
  Convertible debentures, related
    party - net of debt discount
    of $14,706                             85,294             -
  Current portion of long-term debt             -         9,513
                                    ----------------------------

        Total current liabilities       1,438,358     1,022,720

Unearned revenues                          73,185       110,568

Series A mandatorily redeemable
 convertible preferred stock              681,174       681,174
                                    ----------------------------

Total Liabilities                       2,192,717     1,814,462

Stockholders' Deficit:
  Preferred stock;  authorized,
   5,000,000 shares
    Series B convertible redeemable
     preferred stock, liquidation
     value, 10 shares of common stock
     per share; $0.01 par value;
     authorized, 825,000 shares;
     issued and outstanding, 10,000
     shares                                   100           100

  Common stock, $.001 par value;
   authorized,
    250,000,000 shares; issued and
     outstanding, 39,364,373 shares
     at September 30, 2004 and
     26,326,460 shares at December
     31, 2003                              39,365        26,327
  Additional paid-in capital           10,498,699     9,232,753
  Accumulated deficit                 (12,210,835)  (10,761,954)
                                    ----------------------------

         Total stockholders' deficit   (1,672,671)   (1,502,774)
                                    ----------------------------

                                         $520,046      $311,688
                                    ============================


                 See accompanying notes to financial statements

                                       3


<PAGE>

<TABLE>
<CAPTION>

                             PHASE III MEDICAL, INC.


                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                    Three Months Ended        Nine  Months Ended
                                       September 30,             September 30,
                             ----------------------------------------------------
                                    2004          2003         2004        2003
                             ----------------------------------------------------
<S>                                 <C>         <C>          <C>         <C>
Earned revenues                     $2,968      $15,294      $37,383     $50,303

Direct costs                        (1,964)     (10,826)     (26,108)    (35,926)
                             ----------------------------------------------------

Gross profit                         1,004        4,468       11,275      14,377

Selling, general and
 administrative                   (184,342)    (201,253)    (508,953)   (539,321)
Purchase of medical royalty
 stream                           (234,060)           -     (714,060)          -
                             ----------------------------------------------------

Operating loss                    (417,398)    (196,785)  (1,211,738)   (524,944)

Other income (expense):
  Interest income                        -       51,116          159      51,123
  Interest expense                 (71,176)     (58,293)    (201,539)   (120,707)
  Interest expense - Series A
   mandatorily redeemable
   convertible preferred
   stock                           (11,921)           -      (35,763)          -
                             ----------------------------------------------------

Net loss                          (500,495)    (203,962)  (1,448,881)   (594,528)

Preferred dividend                       -      (11,921)           -     (35,763)
                             ----------------------------------------------------

Net loss attributable to
 common stockholders             $(500,495)   $(215,883) $(1,448,881)  $(630,291)
                             ====================================================


Net loss per common share            $(.01)       $(.01)       $(.05)      $(.03)
                             ====================================================

Weighted average
  common shares outstanding     33,464,208   23,190,047   29,885,230  22,890,937
                             ====================================================
</TABLE>


                See accompanying notes to financial statements.


                                       4

<PAGE>

                             PHASE III MEDICAL, INC.


                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                               Nine months ended
                                                  September 30,
                                               2004         2003
                                            -------------------------
Cash flows from operating activities:
Net loss                                    $(1,448,881)   $(594,528)
Adjustments to reconcile net loss to net
 cash used in operating activities:
Common shares issued and stock
  options granted for services rendered and
  interest expense                              152,337       91,446
Depreciation                                      1,933          431
Deferred acquisition costs                       26,108       35,926
Amortization of debt discount                     2,941
Changes in operating assets and liabilities
Prepaid expenses and other current assets        18,024       20,470
Unearned revenues                               (37,383)     (50,303)
Accounts payable, accrued expenses and other
 current liabilities                            164,857     (364,796)
                                            -------------------------

Net cash used in operating activities        (1,120,064)    (861,354)
                                            -------------------------

Cash flows from investing activities:
Notes receivable collections                          -      675,000
Acquisition of property and equipment            (3,934)      (2,581)
                                            -------------------------
Net cash (used in) provided by investing
 activities                                      (3,934)     672,419
                                            -------------------------

Cash flows from financing activities:
Net Proceeds from issuance of common stock    1,109,000        5,000
Proceeds from advances on notes payable         410,000      295,000
Proceeds from convertible debenture, related
 party                                          100,000            -
Repayments of notes payable                    (235,000)           -
Stockholder repayments                                -      (81,000)
Repayment of long-term debt                      (9,513)     (16,760)
                                            -------------------------
Net cash provided by financing activities     1,374,487      202,240
                                            -------------------------

Net increase in cash and cash equivalents       250,489       13,305

Cash and cash equivalents at beginning of
 period                                         210,947       19,255
                                            -------------------------

Cash and cash equivalents at end of period     $461,436      $32,560
                                            =========================

                                                 2004          2003
                                            ------------------------
Supplemental Disclosure of Cash
  Flow Information:

Cash paid during the period for:

   Interest                                     $61,825       $9,949
                                            ========================

Supplemental Schedule of Non-cash
Financing Activities:


 Net accrual of dividends on
   Series A Preferred Stock                          $-      $35,763
                                            ========================

  Issuance of common stock for
   services rendered                             $6,000       $3,303
                                            ========================
  Compensatory element of stock options        $127,137      $88,143
                                            ========================


                See accompanying notes to financial statements.

                                       5

<PAGE>

                             PHASE III MEDICAL, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY

    Phase III Medical, Inc. ("Phase III" or the "Company") (formerly known as
    Corniche Group Incorporated) provides capital and guidance to companies,
    within the medical sector, in exchange for revenues, royalties and other
    contractual rights known as "royalty interests", that entitle it to receive
    a portion of revenue from the sale of pharmaceuticals, medical devices and
    biotechnology products. The Company charges payments for the purchase of
    future potential royalty interests to expense as paid and will record
    revenues when royalty payments are received. As of September 30, 2004, the
    Company has not received any such royalty payments. Previously, the Company
    was a provider of extended warranties and service contracts via the Internet
    at warrantysuperstore.com through June 30, 2002. The business of the Company
    today comprises the "run off" of its sale of extended warranties and service
    contracts via the Internet and the new business opportunity it is pursuing
    in the medical/bio-tech sector.


NOTE 2 - BASIS OF PRESENTATION

    The accompanying unaudited financial statements have been prepared in
    accordance with accounting principles generally accepted in the United
    States of America for interim financial information and with the
    instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly,
    they do not include all of the information and footnotes required by
    accounting principles generally accepted in the United States of America for
    complete financial statements. In the opinion of management, the statements
    contain all adjustments (consisting only of normal recurring accruals)
    necessary to present fairly the financial position as of September 30, 2004
    and December 31, 2003, the results of operations for the three and nine
    months ended September 30, 2004 and 2003 and the cash flows for the nine
    months ended September 30, 2004 and 2003. The results of operations for the
    three and nine months ended September 30, 2004 are not necessarily
    indicative of the results to be expected for the full year.

    The Company's financial statements have been prepared assuming the Company
    will continue as a going concern. Accordingly, the Company currently has no
    operations and limited financial resources to pay its current expenses and
    liabilities. These factors raise substantial doubt about the Company's
    ability to continue as a going concern. The financial statements do not
    include any adjustments that might result from the outcome of this
    uncertainty.

    The December 31, 2003 balance sheet has been derived from the audited
    financial statements at that date included in the Company's Annual Report on
    Form 10-K. These unaudited financial statements should be read in
    conjunction with the financial statements and notes thereto included in the
    Company's Annual Report on Form 10-K.

NOTE 3 -STOCK OPTIONS

    In December 2002, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting
    for Stock-Based Compensation-Transition and Disclosure - an amendment of
    FASB Statement No. 123 ("SFAS 148"). SFAS No. 148 amends SFAS No. 123,
    "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide
    alternative methods of transition for a voluntary change to the fair value
    based method of accounting for stock-based employee compensation and does
    not permit the use of the original SFAS No. 123 prospective method of
    transition in fiscal years beginning after December 15, 2003. In addition,
    SFAS No. 148 amends the disclosure requirements of SFAS 123 to require
    prominent disclosures in both annual and interim financial statements about
    the method of accounting for stock-based employee compensation and the
    effect of the method used on reported results, regardless of whether, when,
    or how an entity adopts preferable fair value based method of accounting.
    SFAS No. 148 improves the prominence and clarity of the pro forma
    disclosures required by SFAS No. 123 by prescribing a specific tabular
    format and by requiring disclosure in the "Summary of Significant Accounting
    Policies" or its equivalent and improves the timeliness of those disclosures
    by requiring their inclusion in financial reports for interim periods. The
    Company has adopted the disclosure requirements of SFAS No. 148. The Company
    will continue to account for stock-based employee compensation under APB
    Opinion No. 25 and its related interpretations.

                                       6

<PAGE>



    The following table illustrates the effect on net loss and net loss per
    share if the Company had applied the fair value recognition provisions of
    SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based
    employee compensation for all periods:


<TABLE>
<CAPTION>
                                       Three Months Ended September 30, Nine Months Ended September 30,
                                            2004            2003            2004            2003
                                        -----------    --------------  -------------   --------------

<S>                                     <C>            <C>             <C>             <C>
Net loss as reported                    $ (500,495)    $    (203,962)  $ (1,448,881)   $    (594,528)
Additional compensation                     (7,488)           (4,638)      (165,273)          (9,094)
                                        -----------    --------------  -------------   --------------

Adjusted net loss                       $ (507,983)    $    (208,600)  $ (1,614,154)   $    (603,622)
                                        ===========    ==============  =============   ==============

Net loss per share as reported          $     (.01)    $        (.01)  $       (.05)   $        (.03)
                                        ===========    ==============  =============   ==============

Adjusted net loss per share             $     (.02)    $        (.01)  $       (.05)   $        (.03)
                                        ===========    ==============  =============   ==============

</TABLE>


NOTE 4 - NOTES PAYABLE

    In September 2002, the Company sold to accredited investors five 60-day
    promissory notes in the principal sum of $25,000 each, resulting in net
    proceeds to the Company of $117,500, net of offering costs. The notes bear
    interest at 15% per annum payable at maturity. The notes include a default
    penalty pursuant to which if the notes are not paid on the due date the
    holder shall have the option to purchase twenty five thousand shares of the
    Company's common stock for an aggregate purchase price of $125. If the non
    payment continues for 30 days, then on the 30th day, and at the end of each
    successive 30-day period until the note is paid in full, the holder shall
    have the option to purchase an additional twenty five thousand shares of the
    Company's common stock for an aggregate purchase price of $125. During the
    nine months ended September, 2004, options for 800,000 shares of common
    stock were exercised by the note holders. At September 30, 2004, the Company
    had reserved 1,075,000 shares of the Company's common stock for issuance
    against exercise of the options granted pursuant to the default penalty. At
    September 30, 2004, $100,000 of these notes was unpaid along with $38,106 of
    accrued interest.

    On March 17, 2003, the Company commenced a private placement offering which
    raised $250,000 in 6-month promissory notes in increments of $5,000 bearing
    interest at 15% per annum. Only selected investors which qualify as
    "accredited investors" as defined in Rule 501(a) under the Securities Act of
    1933, as amended, are eligible to purchase these promissory notes. As of
    September 30, 2004, $225,000 remains outstanding and all notes are in
    default. All interest payments on these notes have been made.

    On August 26, 2003, the Company borrowed $25,000 from a then consultant to
    the Company. The loan bears interest at 8% and as of September 30, 2004,
    $26,956, including accrued interest of $1,956, remains unpaid.

    In February 2004, the Company commenced a sale of 30 day 20% notes in the
    amount of $125,000 to three accredited investors to fund current operations.
    It was anticipated that these notes will be repaid from the proceeds of the
    January 2004 amended equity private placement. Two of these notes have a
    default provision that if they are not paid within 30 days, there is an
    additional interest payment of $250 per $25,000 for each 30 day period or
    part thereof. As of September 30, 2004, $95,000 of these notes remains
    unpaid. All interest payments have been paid timely. In May 2004, the
    Company sold an additional 30 day 20% note in the amount of $40,000 to an
    accredited investor to fund current operations. This note plus interest has
    been repaid. In July 2004, the Company sold a five month 20% note in the
    amount of $25,000 and two six month 20% notes totaling $80,000 to three
    accredited investors to fund current operations. These notes remain unpaid
    as of September 30, 2004. All interest payments have been paid timely. In
    August 2004, the Company sold additional 30 day 20% notes in the amount of
    $55,000 to two accredited investors to fund current operations. As of
    September 30, 2004, $25,000 of these notes remains unpaid. All interest
    payments have been paid timely.

                                       7

<PAGE>

    In August 2004, the Company sold a six month 20% convertible note in the
    amount of $100,000 to its Chief Operating Officer ("COO"). Upon maturity,
    the Company and the COO have agreed to convert the principal amount of the
    new note into shares of the Company's common stock at 85% of the average
    price as quoted on the NASD Over-the-Counter Bulletin Board for the five
    days prior to the maturity date of the note. Approximately $18,000 of the
    total debt was attributed to the intrinsic value of the beneficial
    conversion feature. This amount was recorded as an equity component. The
    remaining balance of approximately $82,000 was recorded as debt. For the
    nine months ended September 30, 2004 the amortization of debt discount
    approximated $3,000. All interest is paid monthly in arrears. As of
    September 30, 2004 this note remains unpaid. All interest payments have been
    paid timely.

<TABLE>
<CAPTION>
    A summary of the above descriptions is as follows:

                                 December 31, 2003   Proceeds    Repayments   September 30, 2004
                                 ---------------------------------------------------------------
<S>                              <C>                 <C>         <C>           <C>
September 2002 Notes                 $125,000       $      -      $(25,000)        $100,000
March 2003 Notes                      250,000                      (25,000)         225,000
Consultant Note                        25,000                                        25,000
February - August 2004 Notes                          410,000     (185,000)         225,000
Related Party Note                          -         100,000            -          100,000
                                 ---------------------------------------------------------------

Total                                $400,000        $480,000    $(235,000)        $675,000
                                 ===============================================================
</TABLE>


NOTE 5 - SERIES "A" MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

    The Certificate of Designation for the Company's Series A Preferred Stock
    provides that at any time after December 1, 1999 any holder of Series A
    Preferred Stock may require the Company to redeem his shares of Series A
    Preferred Stock (if there are funds with which the Company may legally do
    so) at a price of $1.00 per share. Notwithstanding the foregoing redemption
    provisions, if any dividends on the Series A Preferred Stock are past due,
    no shares of Series A Preferred Stock may be redeemed by the Company unless
    all outstanding shares of Series A Preferred Stock are simultaneously
    redeemed. The holders of Series A Preferred Stock may convert their Series A
    Preferred Stock into shares of Common Stock of the Company at a price of
    $5.20 per share. At September 30, 2004 and December 31, 2003, 681,174 shares
    of Series A Preferred Stock were outstanding.


NOTE 6 - STOCKHOLDERS' EQUITY

    (a) Common Stock:

        During the nine months ended September 30, 2004, the Company issued
        30,000 shares of its common stock whose fair value was $4,200 to two
        note holders as additional interest.

        The Company amended its equity private placement to raise up to $4
        million through the sale of up to 40 million shares of Common Stock in
        increments of $5,000 or 50,000 shares. Only selected investors which
        qualify as "accredited investors" as defined in Rule 501(a) under the
        Securities Act of 1933, as amended, are eligible to purchase these
        shares. The initial placement closed on December 31, 2003. During the
        nine months ended September 30, 2004, the Company sold 12,132,913 common
        shares resulting in net proceeds to the Company of $1,105,000. Such
        shares have not been registered under the Securities Act and may not be
        offered or sold in the United States absent registration or an
        applicable exemption of registration requirements.

        As described in Note 4, the Company granted purchasers of the Company's
        September 2002 60-day promissory notes, options to purchase shares of
        common stock if the Company defaulted on the payment of principal or
        interest on such promissory notes. For each 30 day period, the purchaser
        is granted the option to purchase 25,000 shares of common stock for an
        aggregate price of $125 on the 30th day. During the nine months ended
        September 30, 2004, holders of such promissory notes exercised their
        options and purchased 800,000 shares of common stock resulting in net
        proceeds to the Company of $4,000.

    (b) Warrants:

        The Company has issued common stock purchase warrants from time to time
        to investors in private placements, certain vendors, underwriters, and
        directors and officers of the Company. A total of 351,500 shares of
        common stock are reserved for issuance upon exercise of outstanding
        warrants as of September 30, 2004 at prices ranging from $0.05 to $8.10
        and expiring through December 2008. In connection with the September
        2003 equity private placement, the Company issued a 5 year warrant to
        purchase 282,500 shares of its Common Stock at an exercise price of
        $0.12 per share to its retained placement agent, Robert M. Cohen &
        Company. The warrant contains piggyback registration rights. On August
        20, 2004 and September 20, 2004, the Company issued 3 year warrants to
        purchase a total of 50,000 shares of its Common Stock at $.05 per share,
        25,000 on each date, to Consulting For Strategic Growth, Ltd., the
        Company's public relations firm.

                                       8

<PAGE>

    (c) Stock Option Plans:

       In February 2003, the Company adopted the 2003 Equity Participation Plan,
       which was approved by stockholders at the Company's Annual Meeting on
       July 24, 2003. Under this plan, the Company has reserved 15,000,000
       shares of common stock for the grant of incentive stock options and
       non-statutory stock options to employees and non-employee directors,
       consultants and advisors.

       Information with respect to options under the 2003 Equity Participation
       Plan is summarized as follows:

                                                    For the Nine Months Ended
                                                       September 30, 2004
                                                 -------------- --------------
                                                     Shares         Prices
                                                 -------------- --------------

              Outstanding at beginning of period   3,700,000    $0.03 to $0.18
              Granted                              2,735,000    $0.10 to $0.15
              Expired                                      -                 -
              Cancelled                                    -                 -
                                                 -------------- --------------
              Outstanding at end of period         6,435,000    $0.03 to $0.18
                                                 ============== ==============



        Options are granted at an exercise price equal to the fair value of the
        common stock at the grant date. However, included above are 300,000
        options to purchase the Company's common stock at $ .10 per share
        granted at an exercise price of $.10 when the fair value on that date
        was $.15. Therefore the Company recorded an expense of $15,000
        associated with that transaction. During the nine months ended September
        30, 2004, options to purchase 1,000,000 shares of the Company's common
        stock were granted to five members of the Company's Board of Advisors
        pursuant to their agreements. Each advisor was issued options to
        purchase 200,000 shares of the Company's common stock at a range of
        exercise prices of $.11 to $.15 per share. The remaining options granted
        were for services to consultants and directors of the Company.

NOTE  7 - COMMITMENTS AND CONTINGENCIES

        On April 22, 2004, the Company entered into an agreement with an advisor
        in connection with its amended private placement to provide assistance
        in finding qualified investors. The agreement calls for the payment of
        10% of the funds raised by the Company as a direct result of
        introductions made by the advisor. In addition, the Company is obligated
        to pay a 2% non-accountable expense allowance on all funds received that
        are subject to the 10% payment. As of September 30, 2004, the Company
        paid a total of $21,000 under this agreement.

        On March 20, 2004, the Company entered into a consulting agreement which
        will provide the Company with advice as to business development
        possibilities for the services and technology of NeoStem Inc. (See
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS). The agreement provides for the issuance of options to
        purchase 300,000 shares of the Company's common stock at an exercise
        price of $.10 per share. This option is immediately vested and expires
        ten years from the date of issue. The agreement also provides for the
        payment of $2,500 per month for each month after the Company has
        received capital contributions of $1,000,000 from the date of the
        agreement. If certain performance levels are met, the Company is
        obligated to issue an additional option to purchase 500,000 shares of
        the Company's common stock for an exercise price of $.10 per share.

        On December 12, 2003, the Company signed a royalty agreement with
        Parallel Solutions, Inc. "(PSI") to develop a new bioshielding platform
        technology for the delivery of therapeutic proteins and small molecule
        drugs in order to extend circulating half-life to improve
        bioavailability and dosing regimen, while maintaining or improving
        pharmacologic activity. The agreement provides for PSI to pay the
        Company a percentage of the revenue received from the sale of certain
        specified products or licensing activity. The Company is providing
        capital and guidance to PSI to conduct a proof of concept study to
        improve an existing therapeutic protein with the goal of validating the
        bioshielding technology for further development and licensing the
        technology. During the nine months ended September 30, 2004, the Company
        paid $640,000 as specified in the agreement which brought the total paid
        since the inception of the agreement to $720,000. The agreement also
        calls for the Company to pay on behalf of PSI $280,000 of certain
        expenses relating to testing of the bioshielding concept. During the
        nine months ended September 30, 2004, the Company paid $74,060 of such
        expenses.

                                       9

<PAGE>

NOTE 8 - RELATED PARTIES

        On September 13, 2004, ("Commencement Date") the Company entered into a
        letter agreement (the "Letter Agreement") with Mr. Robert Aholt Jr.
        pursuant to which the Company appointed Mr. Aholt as its Chief Operating
        Officer. Subject to the terms and conditions of the Letter Agreement,
        the term of Mr. Aholt's employment in such capacity will be for a period
        of three (3) years from the Commencement Date (the "Term").

        In consideration for Mr. Aholt's services under the Letter Agreement,
        Mr. Aholt will be entitled to receive a monthly salary of $4,000 during
        the first year of the Term, $5,000 during the second year of the Term,
        and $6,000 during the third year of the Term. In further consideration
        for Mr. Aholt's services under the Letter Agreement, on January 1, 2005
        and on the first day of each calendar quarter thereafter during the
        Term, Mr. Aholt will be entitled to receive shares of Common Stock with
        a "Dollar Value" of $26,750, $27,625 and $28,888, respectively, during
        the first, second and third years of the Term. The per share price (the
        "Price") of each share granted to determine the Dollar Value will be the
        average closing price of one share of Common Stock on the Bulletin Board
        (or other similar exchange or association on which the Common Stock is
        then listed or quoted) for the five (5) consecutive trading days
        immediately preceding the date of grant of such shares; provided,
        however, that if the Common Stock is not then listed or quoted on an
        exchange or association, the Price will be the fair market value of one
        share of Common Stock as of the date of grant as determined in good
        faith by the Board of Directors of the Company. The number of shares of
        Common Stock for each quarterly grant will be equal to the quotient of
        the Dollar Value divided by the Price. The shares granted will be
        subject to a one year lockup as of the date of each grant.

        In the event Mr. Aholt's employment is terminated prior to the end of
        the Term for any reason, earned but unpaid cash compensation and
        unreimbursed expenses due as of the date of such termination will be
        payable in full. In addition, in the event Mr. Aholt's employment is
        terminated prior to the end of the Term for any reason other than by the
        Company with cause, Mr. Aholt or his executor of his last will or the
        duly authorized administrator of his estate, as applicable, will be
        entitled (i) to receive severance payments equal to one year's salary,
        paid at the same level and timing of salary as Mr. Aholt is then
        receiving and (ii) to receive, during the one (1) year period following
        the date of such termination, the stock grants that Mr. Aholt would have
        been entitled to receive had his employment not been terminated prior to
        the end of the Term; provided, however, that in the event such
        termination is by the Company without cause or is upon Mr. Aholt's
        resignation for good reason, such severance payment and grant shall be
        subject to Mr. Aholt's execution and delivery to the Company of a
        release of all claims against the Company.

        On August 12, 2004 ("Commencement Date") the Company and Dr. Wayne A.
        Marasco, a Company Director, entered into a Letter Agreement appointing
        Dr. Marasco as the Company's Senior Scientific Advisor. Dr. Marasco will
        be responsible for assisting the Company in reviewing and evaluating
        business, scientific and medical opportunities, and for other
        discussions and meetings that may arise during the normal course of the
        Company conducting business. For his services, during a three year
        period ("Term"), Dr. Marasco shall be entitled to annual cash
        compensation with increases each year of the Term and an additional cash
        compensation based on a percentage of collected revenues derived from
        the Company's royalty or revenue sharing agreements. Although the annual
        cash compensation and additional cash compensation stated above shall
        begin to accrue as of the Commencement Date, Dr. Marasco will not be
        entitled to receive any such amounts until the Company raises $1,500,000
        in additional equity financing after the Commencement Date. In addition,
        Dr. Marasco was granted an option, fully vested, to purchase 675,000
        shares of the Company's common stock at an exercise price of $.10 cents
        per share. The shares will be subject to a one year lockup as of the
        date of grant. The exercise period will be ten years, and the grant will
        otherwise be in accordance with the Company's 2003 Equity Participation
        Plan and Non-Qualified Stock Option Grant Agreement. Although this
        agreement has been agreed to in principle, as of November 12, 2004, this
        agreement has not been executed.

NOTE  9 - INDUSTRY AND GEOGRAPHICAL SEGMENTAL INFORMATION

        The Company's operations are currently in one segment, namely the "run
        off" of its sale of extended warranties and service contracts via the
        Internet. Additionally, the Company is currently endeavoring to
        establish new business operations in the medical/bio-tech sector. The
        Company did not realize any revenue from its purchase of the royalty
        interest. The Company's operations are conducted entirely in the United
        States.

                                       10

<PAGE>

NOTE  10 - SUBSEQUENT EVENTS

        On October 20, 2004, the Company issued a 3 year warrant to purchase an
        additional 25,000 shares at $.05 per share of its Common Stock to
        Consulting For Strategic Growth, Ltd., the Company's public relations
        firm. In addition, 37,500 unregistered shares of the Company's common
        stock were issued pursuant to their agreement with the Company.

        As described in Note 4, holders of promissory notes in default exercised
        options to purchase 1,075,000 shares of common stock since September 30,
        2004, with net proceeds to the Company of $5,375. Subsequent to
        September 30, 2004, $50,000 was repaid with accrued interest and $50,000
        was transferred to a previous consultant who holds a note in the amount
        of $25,000 as described in Note 4. The two notes were combined into a
        new note in the amount of $75,000 which bears interest at 8%, payable at
        maturity and matures in June 2005. Accrued interest of $5,244 due on the
        two combined notes has been paid and the remaining interest due in the
        amount of $10,044 has been included in a deferred payment arrangement
        commencing January 1, 2005 which also includes the payment of unpaid
        amounts for services. The deferred payment arrangement does not accrue
        interest.

        As described in Note 4, $225,000 of notes in default were outstanding at
        September 30, 2004. Subsequent to September 30, 2004, the Company repaid
        $55,000 of these notes. In addition, the remaining $170,000 of these
        notes have had their maturity extended to April 1, 2005, however, annual
        interest will continue to be paid at 20%.

        As described in Note 4, $70,000 of promissory notes sold in February
        2004, were repaid subsequent to September 30, 2004. The remaining note
        in the amount of $25,000 has been extended to April 2005 and has had the
        annual interest rate reduced to 8%.

        A summary of the debt repayments subsequent to September 30, 2004 is as
        follows:

<TABLE>
<CAPTION>

                                September 30, 2004   Transfer    Repayments  October 31, 2004
                                -------------------------------------------------------------
<S>                             <C>                 <C>           <C>          <C>
September 2002 Notes                 $100,000        $(50,000)    $(50,000)        $-
March 2003 Notes                      225,000                      (55,000)         170,000
Consultant Note                        25,000          50,000                        75,000
February - August 2004 Notes          225,000                      (70,000)         155,000
Related Party Note                    100,000               -             -         100,000
                                -------------------------------------------------------------

Total                                $675,000        $      0     $(175,000)       $500,000
                                =============================================================
</TABLE>

                                       11

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

This Quarterly Report on Form 10-Q and the documents incorporated herein contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
Quarterly Report, statements that are not statements of current or historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "plan", "intend," "may," "will," "expect," "believe",
"could," "anticipate," "estimate," or "continue" or similar expressions or other
variations or comparable terminology are intended to identify such
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. Except
as required by law, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.

GENERAL

The Company provides capital and guidance to companies within the medical
sector, in exchange for revenues, royalties and other contractual rights known
as "royalty interests" that entitle it to receive a portion of revenue from the
sale of pharmaceuticals, medical devices and biotechnology products. On December
12, 2003, the Company signed a royalty agreement with Parallel Solutions, Inc.
"(PSI") to develop a new bioshielding platform technology for the delivery of
therapeutic proteins and small molecule drugs in order to extend circulating
half-life to improve bioavailability and dosing regimen, while maintaining or
improving pharmacologic activity. The agreement provides for PSI to pay the
Company a percentage of the revenue received from the sale of certain specified
products or licensing activity. The Company is providing capital and guidance to
PSI to conduct a proof of concept study to improve an existing therapeutic
protein with the goal of validating the bioshielding technology for further
development and licensing the technology. During the nine months ended September
30, 2004, the Company paid $640,000 as specified in the agreement which brought
the total paid since the inception of the agreement to $720,000. The agreement
also calls for the Company to pay on behalf of PSI $280,000 of certain expenses
relating to testing of the bioshielding concept. During the nine months ended
September 30, 2004, the Company paid $74,060 of such expenses.

On January 19, 2004, the Company entered into a letter of intent with NeoStem,
Inc., a California company, whose primary business is to establish an autologous
adult stem cell bank. If a definitive agreement is reached, Phase III would
provide funding and guidance in connection with the adult stem cell banking
enterprise in exchange for a share of the revenues derived from such enterprise.
This letter of intent has expired, however, the Company and NeoStem continue to
discuss and work towards a definitive agreement. As of September 30, 2004, no
payments have been made to NeoStem. No assurances can be given that a definitive
revenue sharing agreement will be finalized, that the Company will raise the
capital needed to fund its obligations to NeoStem, that NeoStem's collection,
processing and storage technology will be successfully implemented, that NeoStem
will be able to commercialize its adult stem cell banking enterprise, or that
there will be market acceptance of any such enterprise sufficient to generate
any material revenues for NeoStem or any material royalty revenues for the
Company, or that any stem cell therapeutic strategies will be successfully
developed or commercialized.

On March 31, 2004, the Company signed a Joint Venture Agreement with NeoStem to
introduce NeoStem to potential clients for its services and/or technology. In
exchange for such introductions, Phase III will receive 10% of any revenues or
fees and 2% of any research grants received from or as a result of the
introduced client. As of September 30, 2004, no payments have been received
under this agreement.

RESULTS OF OPERATIONS

The Company recognizes revenue from its warranty service contracts business over
the life of contracts executed. Additionally, the Company purchased insurance to
fully cover any losses under the service contracts from a domestic carrier. The
insurance premium expense and other costs related to the sale are amortized
ratably over the life of the contracts.

Three Months Ended September 30, 2004 Compared To Three Months Ended September
30, 2003.

                                       12

<PAGE>

The Company recognized revenues from the sale of extended warranties and service
contracts via the Internet of $2,968 for the three months ended September 30,
2004 as compared to $15,294 for the three months ended September 30, 2003. The
revenues generated in the quarter were derived entirely from revenues deferred
over the life of contracts sold in prior periods. Similarly, direct costs
incurred were $1,964 and $10,826 for the three months ended September 30, 2004
and 2003, respectively. In addition, the Company paid $234,060 towards the
purchase of royalty interests as per its agreement with PSI. Due to the
uncertainty of the future revenues, the amounts paid have been charged to
current operations.

General and administration expenses decreased approximately $17,000 to $184,342
for the three months ended September 30, 2004 as compared to $201,253 for the
three months ended September 30, 2003. The decrease in general and
administrative expenses is primarily due to reductions in professional fees of
$59,000, investment banking expenses of $10,000 offset by increases in salaries
of $24,000, D&O insurance of $16,000 and investor relations of $12,000.

Interest expense increased by approximately $13,000 for the three months ended
September 30, 2004 from the three months ended September 30, 2003 primarily as a
result of short-term loans obtained in the last nine months of fiscal year ended
December 31, 2003 and the nine months ended September 30, 2004.

For the reasons cited above, primarily the payment towards royalty interests,
the net loss for the three months ended September 30, 2004 increased to $500,495
from $203,962 for the three months ended September 30, 2003.

Nine Months Ended September 30, 2004 Compared To Nine Months Ended September
30, 2003.

The Company recognized revenues from the sale of extended warranties and service
contracts via the Internet of $37,383 for the nine months ended September 30,
2004 as compared to $50,303 for the nine months ended September 30, 2003. The
revenues generated in the nine months were derived entirely from revenues
deferred over the life of contracts sold in prior periods. Similarly, direct
costs incurred were $26,108 and $35,926 for the nine months ended September 30,
2004 and 2003, respectively. In addition, the Company paid $714,060 towards the
purchase of royalty interests as per its agreement with PSI. Due to the
uncertainty of the future revenues, the amounts paid have been charged to
current operations.

General and administration expenses decreased approximately $30,000 to $508,953
for the nine months ended September 30, 2004 as compared to $539,321 for the
nine months ended September 30, 2003. The decrease in general and administrative
expenses is primarily due to reductions in professional fees of $133,000, travel
and entertainment of $18,000, directors fees of $13,000, investment banking fees
of $10,000 and other general expenses of $8,000 offset by increases in salaries
of $74,000, D&O insurance of $53,000, office rent of $13,000 and investor
relations of $12,000.

Interest expense increased by approximately $81,000 for the nine months ended
September 30, 2004 from the nine months ended September 30, 2003 primarily as a
result of short-term loans obtained in the last nine months of fiscal year ended
December 31, 2003 and the nine months ended September 30, 2004.

For the reasons cited above, primarily the payments towards royalty interests,
the net loss for the nine months ended September 30, 2004 increased to
$1,448,881 from $594,528 for the nine months ended September 30, 2003.


LIQUIDITY AND CAPITAL RESOURCES
The following chart represents the net funds provided by or used in operating,
financing and investment activities for each period indicated:

                                              Nine Months Ended
                                   ---------------------------------------
                                   September 30, 2004 September 30, 2003
         Cash used in
           Operating Activities          $(1,120,064)           $(861,354)

         Cash (used) provided by
           Investing Activities              $(3,934)            $672,419

         Cash provided by
           Financing Activities           $1,374,487             $202,240


The Company incurred a net loss of $1,448,881 for the nine months ended
September 30, 2004. Such loss adjusted for non-cash items such as deferred
revenues (net of deferred acquisition costs) ($11,275) and other non cash
credits totaling $183,319 resulted in cash used in operations totaling
$1,120,064 for the nine months ended September 30, 2004, including working
capital movements of $145,498.

To meet its cash requirement for the nine months ended September 30, 2004, the
Company relied on:

(i) the net proceeds from the issuance of Promissory Notes in the amount of
$275,000; and
(ii) the proceeds from the sale of the Company's common stock in the amount of
$1,109,000
(iii) proceeds from the settlement of the Strandtek litigation

                                       13

<PAGE>

The Company has a contractual commitment to pay PSI up to an additional $206,000
through the end of its agreement. As of September 30, 2004, the Company had cash
balances totaling approximately $461,000. The Company will rely on its current
cash and proceeds from the sale of promissory notes and common stock to fund its
new business operations until they become cash generative. The Company amended
its equity private placement to raise up to $4 million through the sale of up to
40 million shares of Common Stock in increments of $5,000 or 50,000 shares. Only
selected investors which qualify as "accredited investors" as defined in Rule
501(a) under the Securities Act of 1933, as amended, are eligible to purchase
these shares. The initial placement closed on December 31, 2003. As of September
30, 2004, the Company has sold 12,132,913 common shares resulting in net
proceeds to the Company of $1,109,000. Such shares have not been registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption of registration requirements.
Additionally, the Company issued $325,000 of 20% promissory notes with maturity
dates from 30 days to six months from the date of issue to fund the PSI payments
and current operating expenses. The Company repaid $100,000 of these notes as of
September 30, 2004 and $70,000 subsequent to September 30, 2004. In addition,
the Company sold a six month 20% note in the amount of $100,000 to its Chief
Operating Officer ("COO"). Upon maturity, the Company and the COO have agreed to
convert the principal amount of the note into shares of the Company's common
stock at 85% of the average price as quoted on the NASD Over-the-Counter
Bulletin Board for the five days prior to the maturity date of the note. All
interest is paid monthly in arrears. As of September 30, 2004 this note remains
unpaid. All interest payments have been paid timely. The Company plans to meet
its current and future obligations through the sales of common stock and loans
from accredited investors. There can be no assurance that sufficient proceeds
will be raised to meet current obligations when due.

The Company's financial statements have been prepared assuming the Company will
continue as a going concern. The Company currently has no operations and limited
financial resources to pay its current expenses and liabilities. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


INFLATION

The Company does not believe that its operations have been materially influenced
by inflation for the nine months ended September 30, 2004, a situation which is
expected to continue for the foreseeable future.


                                       14


<PAGE>



Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

Item 4.  CONTROLS AND PROCEDURES

         (a) Our principal executive officer has concluded, based on his
         evaluation of, the effectiveness of our "disclosure controls and
         procedures" as of the end of the period covered by this quarterly
         report on Form 10-Q (as defined under Rule 13a-15(e) and Rule 15d-15(e)
         of the Securities Exchange Act of 1934) were effective as of such date
         to ensure that information we are required to disclose in the reports
         we file or submit under the Exchange Act is recorded, processed,
         summarized and reported within the time periods specified in the SEC's
         rules and forms, and include controls and procedures designed to ensure
         that information we are required to disclose in such reports is
         accumulated and communicated to management, including our principal
         executive, as appropriate, to allow timely decisions regarding required
         disclosure.

         (b) During our last fiscal quarter and subsequent to our evaluation,
         there were no significant changes in internal controls or other factors
         that have materially affected, or reasonably likely to materially
         affect our internal controls over financial reporting.


                                       15

<PAGE>



                             PHASE III MEDICAL, INC.

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company is not aware of any material pending legal proceedings or claims
against the Company

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The Company was in default on the September 2002 60-day promissory notes sold to
accredited investors in the amount of $100,000 as of September 30, 2004. The
notes include a default penalty pursuant to which if the notes are not paid on
the due date the holder shall have the option to purchase twenty five thousand
shares of the Company's common stock for an aggregate purchase price of $125. If
the nonpayment continues for 30 days, then on the 30th day, and at the end of
each successive 30-day period until the note is paid in full, the holder shall
have the option to purchase an additional twenty five thousand shares of the
Company's common stock for an aggregate purchase price of $125. During the nine
months ended September 30, 2004, options for 800,000 shares were exercised by
the note holders. At September 30, 2004, the Company had reserved 1,075,000
shares of the Company's common stock for issuance against exercise of the
options granted pursuant to the default penalty. Subsequent to September 30,
2004, all options were exercised and $50,000 of these notes was repaid and
$50,000 of these notes was converted to a new 8% note due in June 2005 with all
interest paid at maturity.

Notes issued from March through August 2003, for $225,000, are in default and
bear interest at 20% per annum. In October 2004, $55,000 of these notes was
repaid and $170,000 of these notes was extended to April 1, 2005 and therefore,
no longer in default. Notes issued in February and March 2004, for $125,000 is
in default. Two of these notes, for $50,000, require an additional interest
payment of $250 per $25,000 invested for each 30 day period they remain unpaid.
At September 30, 2004, $95,000 of these notes remain unpaid, however $70,000 was
repaid in October 2004 and the balance of $25,000 was extended to a maturity
date of April 1, 2005, the interest rate reduced to 8% and therefore no longer
in default.

Cumulative dividends payable on Series A Convertible Redeemable Preferred Stock
totaled $468,959 at September 30, 2004, of which $35,763 represents dividends
for the nine months then ended.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         31.1 Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

         32.1 Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         One Current Report on Form 8-K was filed by the Company during the
         quarter ended September 30, 2004.

         Date filed:  September 13, 2004
              Items:  3.02 - Sale of 7,282,913 of unregistered shares of the
                             Company's Common Stock to Aholt, Jr. Family Trust
                      5.02 - Appointment of Robert Aholt, Jr. as Chief
                             Operating Officer
                      9.01 - Exhibits


                                       16

<PAGE>



                                   SIGNATURES

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


                     PHASE III MEDICAL, INC. (Registrant)



                             By:  /s/    Mark Weinreb
                                  -------------------
                             Mark Weinreb, President and Chief Executive Officer

                             Date: November 12, 2004


                                       17



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>a4765131ex311.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Mark Weinreb, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Phase III Medical,
Inc.;

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly;

4. The registrant's other certifying officer(s) (if any) 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 registrant 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
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this Report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this quarterly report based on such
         evaluation; and

         c) presented in this quarterly report any change in the registrant's
         internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting;

5. I have disclosed, based on our most recent evaluation of internal control
over financial reporting to the registrant's auditors and the registrant's board
of directors (or persons performing the equivalent functions):

         a)   all significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant'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 registrant's
              internal control over financial reporting.


Date: November 12, 2004


/s/ Mark Weinreb
------------------------
Name: Mark Weinreb
Title: Chief Executive Officer of Phase III Medical, Inc.

A signed original of this written statement required by Section 302 has been
provided to Phase III Medical, Inc. and will be retained by Phase III Medical,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>3
<FILENAME>a4765131ex321.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Phase III Medical, Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2004 filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark
Weinreb, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition of the Company as of the dates presented
     and the result of operations of the Company for the periods presented.

Dated:  November 12, 2004



                                                    /s/Mark Weinreb
                                                    ---------------
                                                    Mark Weinreb
                                                    Chief Executive Officer

The foregoing certification is being furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter
63 of Title 18, United States Code) and is not being filed as part of the Form
10-Q or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been
provided to Phase III Medical, Inc. and will be retained by Phase III Medical,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.



</TEXT>
</DOCUMENT>
</SUBMISSION>
