Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CZIRR JAMES C
 2. Issuer Name and Ticker or Trading Symbol
PRO PHARMACEUTICALS INC [prw] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

425 JANISH DR		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


SANDPOINT, ID 83864		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/07/2008		 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
common stock 12/28/2007   G4 198,000 (1) D $ 0 3,970,268 D  
common 12/28/2007   G4 198,000 (1) A $ 0 616,200 (2) I By Trust and Minor Childred (2)
common stock 12/28/2007   G4 2,000 D $ 0 3,970,268 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A 12% Convertible Preferred Shares $ 1 (3) 11/09/2007   P 100,000   05/08/2008   (3) Common Stock
100,000
$ 1 (4) 100,000
D
 
Common Stock Warrant (right to buy) $ 1.5 11/09/2007   P 100,000   05/08/2008 11/09/2011 Common Stock
100,000
$ 1.5 (4) 100,000
D
 
Common Stock Warrant (right to buy) $ 2 11/09/2007   P 100,000   05/08/2008 11/09/2011 Common Stock
100,000
$ 2 (4) 100,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CZIRR JAMES C
425 JANISH DR
SANDPOINT, ID 83864		     X    

Signatures

/s/ James C Czirr 02/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person contributed 198,000 shares of ProPharmaceuticals common stock to an irrevocable charitable remainder trust of which the reporting person is the trustee and sole non-charitable beneficiary
(2) 588,000 shares owned by Trust, 28,200 shares owned by minor child
(3) The Series A 12% Convertible Preferred Stock (i) accrues interest at 12% per annum payable at the issuer's option in cash or shares of the issuer's common stock valued per share at the higher of $1.00 or 100% of the value weighted average price of the issuer's common stock for the 20 consecutive trading days prior to the applicable dividend payment date, (ii) is convertible at any time at the option of the holder to one share of the issuer's common stock, subject to adjustment in the event of a stock dividend, stock split or combination, reclassification or similar event, (iii) is subject to the issuer's right to require conversion if the closing price of the issuer's common stock exceeds $3.00 for 15 consecutive trading days and a registration statement covering the resale of the shares of common stock issuable upon such mandatory conversion is then in effect, and (iv) has no expiration date.
(4) The reported securities are included within 100,000 Units purchased by the reporting person for $1.00 per Unit. Each Unit consists of one share of Series A 12% Convertible Preferred Stock, one warrant exercisable for $1.50 to purchase one share of the issuer's common stock, and one warrant exercisable for $2.00 to purchase one share of the issuer's common stock.

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