United States Securities And Exchange Commission
                              Washington, DC 20549
--------------------------------------------------------------------------------

                                   FORM 10-QSB

                                 Amendment No. 1

(Mark One)

[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended June 30, 2004

OR

[ ]  Transition  Report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

          For the transition period from __________ to _______________

                         Commission file number: 0-9410

                         Provectus Pharmaceuticals, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

             Nevada                                     90-0031917
----------------------------------         -----------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification Number)

7327 Oak Ridge Highway Suite A, Knoxville, TN              37931
---------------------------------------------         ----------------
  (Address of Principal Executive Offices)               (Zip Code)

                                  865/769-4011
                (Issuer's Telephone Number, Including Area Code)

                                      N/A
(Former Name,  Former  Address and Former Fiscal Year, if Changed Since Last
Report)

     Check  whether  the issuer:  (1) 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 [ ]

     The number of shares  outstanding of the issuer's  stock,  $0.001 par value
per share, as of August 13, 2004 was 15,361,042.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



Part I


ITEM 1.  FINANCIAL STATEMENTS

                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)


                           CONSOLIDATED BALANCE SHEETS

                                                                                             
                                                                                Restated            Restated
                                                                                (Note 9)            (Note 9)
                                                                                                   December 31,
                                                                             June 30, 2004                 2003
------------------------------------------------------------------------------------------------------------------

                                                                               (Unaudited)             (Audited)

Assets

Current Assets

     Cash                                                                  $       109,693    $         164,145
     Stock subscription receivable                                                 668,667               87,875
     Deferred Loan Costs, net of amortization of $170,530 and $19,569                    -              150,961
     Inventory                                                                      67,930               72,578
     Prepaid expenses and other current assets                                      20,567               26,227
     Prepaid consulting expense                                                    177,716              420,817
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                             1,044,573              922,603


Equipment and Furnishings, less accumulated depreciation of
     $337,269 and $244,760                                                          29,302              121,415

Patents, net of amortization of $1,084,977 and $749,417                         10,630,468           10,966,028

Other Assets                                                                        27,000               27,000
------------------------------------------------------------------------------------------------------------------

                                                                           $    11,731,343    $      12,037,046
------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficit

Current Liabilities
     Accounts payable - trade                                              $        80,034    $         100,640
     Accrued compensation                                                          183,750              352,500
     Accrued expenses                                                              125,735               57,549
     Accrued interest                                                              222,695              100,021
     Short-term convertible debt, net of debt discount of
     $-0- and $442,623                                                             333,333               57,377
     Current maturities of long-term convertible debt, net of debt
     discount of $25,405 and $57,052                                             1,000,553              968,907
------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                        1,946,100            1,636,994


Loan From Stockholder                                                              149,000              149,000

Stockholders' Equity
     Common stock;  par value $.001 per share;  100,000,000  shares  authorized;
         14,111,002 and 10,867,509 shares issued and
         outstanding, respectively                                                  14,111               10,868
     Paid-in capital                                                            22,205,465           20,461,632
     Deficit accumulated during the development stage                          (12,583,333)         (10,221,448)
------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                       9,636,243           10,251,052
------------------------------------------------------------------------------------------------------------------

                                                                           $    11,731,343    $      12,037,046
------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.

                                       2


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                 

                                     Restated             Restated         Restated            Restated           Restated
                                     (Note 9)             (Note 9)         (Note 9)            (Note 9)           (Note 9)

                                        Three              Three              Six                 Six             Cumulative
                                    Months Ended       Months Ended       Months Ended        Months Ended         Through
                                    June 30, 2004      June 30, 2003      June 30, 2004      June 30, 2003      June 30, 2004
---------------------------------------------------------------------------------------------------------------------------------
                                     (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)

Operating Income
     Net OTC Product Revenue      $            301                  -   $           941                        $           941
     Net Medical Device Revenue                  -                  -            13,125                    -            13,125

Operating Expenses
     Research and development     $        246,185   $         80,503   $       434,139    $         236,286   $     1,209,777
     General and administrative            332,540            435,425           816,218              947,342         9,321,414
     Amortization                          167,780            167,780           335,560              335,560         1,084,977
---------------------------------------------------------------------------------------------------------------------------------

Total operating loss                      (746,204)          (683,708)       (1,571,851)          (1,519,188)      (11,602,102)

Gain on sale of fixed assets                     -             55,000                 -               55,000            55,000

Loss on extinguishment of debt            (100,519)                 -          (100,519)                   -          (100,519)

Net interest (expense) income             (474,789)           (38,230)         (689,515)             (76,251)         (935,712)
---------------------------------------------------------------------------------------------------------------------------------

Net Loss Applicable to Common
     Stockholders                 $     (1,321,512)  $       (666,938)  $    (2,361,885)   $      (1,540,439)  $   (12,583,333)
---------------------------------------------------------------------------------------------------------------------------------

Basic and Diluted Loss Per
  Common Share                               (0.10)             (0.07)            (0.18)               (0.16)
---------------------------------------------------------------------------------------------------------------------------------

Weighted Average Number of
         Common Shares
         Outstanding -
         Basic and Diluted              13,714,234          9,487,689        12,977,703            9,470,033
---------------------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.



                                       3


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (unaudited)


                                                                                                          
-----------------------------------------------------------------------------------------------------------------------------------
                                                                              Common Stock
                                                                 ---------------------------------
                                                                   Number                       Paid-in   Accumulated
                                                                 of Shares       Par Value      Capital      Deficit        Total
-----------------------------------------------------------------------------------------------------------------------------------

Balance, at January 17, 2002                                             -     $      -     $         -   $        -     $        -

     Issuance to founding shareholders                           6,000,000        6,000          (6,000)           -              -
     Sale of stock                                                  50,000           50          24,950            -         25,000
     Issuance of stock to employees                                510,000          510         931,490            -        932,000
     Issuance of stock for services                                120,000          120         359,880            -        360,000
     Net loss for the period from January 17, 2002 (inception)
         to April 23, 2002 (date of reverse merger)                      -            -               -   (1,316,198)    (1,316,198)

                                                                 ---------     ---------    -----------   -----------     ----------
Balance, at April 23, 2002                                       6,680,000        6,680       1,310,320   (1,316,198)           802

     Shares issued in reverse merger                               265,763          266          (3,911)           -         (3,645)
     Issuance of stock for services                              1,900,000        1,900       5,142,100            -      5,144,000
     Purchase and retirement of stock                             (400,000)        (400)        (47,600)           -        (48,000)
     Stock issued for acquisition of Valley Pharmaceuticals        500,007          500      12,225,820            -     12,226,320
     Exercise of warrants                                          452,919          453               -            -            453
     Warrants issued in connection with convertible debt                 -            -         126,587            -        126,587
     Stock and warrants issued for acquisition of Pure-ific         25,000           25          26,975            -         27,000
     Net loss for the period from April 23, 2002 (date of reverse
         merger) to December 31, 2002                                    -            -               -   (5,749,937)    (5,749,937)
                                                                 ---------     --------      ----------   -----------    -----------
Balance, at December 31, 2002                                    9,423,689        9,424      18,780,291   (7,066,135)    11,723,580

     Issuance of stock for services                                764,000          764         239,036            -        239,800
     Issuance of warrants for services                                   -            -         145,479            -        145,479
     Stock to be issued for services                                     -            -         281,500            -        281,500
     Employee compensation from stock options                            -            -          34,659            -         34,659
     Issuance of stock pursuant to Regulation S                    679,820          680         379,667            -        380,347
     Issuance of convertible debt with warrants                          -            -         601,000            -        601,000
     Net loss for the year ended December 31, 2003                       -            -               -   (3,155,313)    (3,155,313)

                                                                ----------     --------    -----------  ------------  -------------
Balance, at December 31, 2003                                   10,867,509   $   10,868   $  20,461,632 $(10,221,448) $  10,251,052

     Issuance of stock for services                                351,606          352         11,148             -         11,500
     Issuance of warrants for services                                   -            -         18,800             -         18,800
     Exercise of warrants                                           10,000           10          4,990             -          5,000
     Stock to be issued for services                                     -            -         62,500             -         62,500
     Employee compensation from stock options                            -            -          7,806             -          7,806
     Issuance of stock pursuant to Regulation S                  2,437,443        2,437        790,700             -        793,137
     Issuance of stock pursuant to Regulation D                    444,444          444        847,889             -        848,333
     Net loss for the six months ended
         June 30, 2004                                                   -            -              -    (2,361,885)    (2,361,885)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, at June 30, 2004                                       14,111,002     $ 14,111    $22,205,465 $ (12,583,333)    $9,636,243
-----------------------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.


                                       4


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                        
                                                          Restated              Restated            Restated
                                                          (Note 9)              (Note 9)            (Note 9)
                                                                                                   Cumulative
                                                                                                 Accounts from
                                                            Six                  Six               January 17,
                                                        Months Ended          Months Ended            2002
                                                        June 30, 2004        June 30, 2003        (Inception)
--------------------------------------------------------------------------------------------------------------------

                                                           (Unaudited)          (Unaudited)         (Unaudited)
Cash Flows From Operating Activities
     Net loss                                        $       (2,361,885)   $      (1,540,439)  $     (12,583,333)
     Adjustments to reconcile net loss to
         net cash used in operating activities
         Depreciation                                            92,508              137,861             360,269
         Amortization of patents                                335,560              335,560           1,084,977
         Amortization of original issue discount                474,269               31,313             601,181
         Amortization of prepaid consulting expense             305,601                                  305,601
         Amortization of deferred loan costs                    150,961                    -             170,530
         Compensation through issuance of stock
              options                                             7,806               27,506              42,465
         Compensation through issuance of
              stock                                                   -                    -             932,000
         Issuance of stock for services                          11,500               22,800           5,660,150
         Issuance of warrants for services                       18,800               57,177             120,112
         Gain on sale of fixed asset                                  -              (55,000)            (55,000)
         (Increase) decrease in assets
              Prepaid expenses                                    5,660               14,605             (20,567)
              Inventory                                           4,648              (72,135)            (67,930)
         Increase (decrease) in liabilities
              Accounts payable                                  (20,607)             130,065              76,388
              Accrued expenses                                  (97,890)              25,389             412,180
--------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                        (1,073,069)            (885,298)         (2,960,977)
--------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities
     Proceeds from sale of fixed asset                                -              180,000             180,000
     Capital expenditures                                          (395)              (3,301)             (3,696)
--------------------------------------------------------------------------------------------------------------------

Net cash (used in) provided by investing activities                (395)             176,699             176,304
--------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
     Proceeds from loans from stockholder                             -                    -             149,000
     Proceeds from convertible debt                                   -               25,959           1,525,959
     Proceeds from sale of common stock                       1,180,679                    -           1,498,151
     Proceeds from exercise of warrants                           5,000                    -               5,453
     Cash paid for deferred loan costs                                -                    -             (69,530)
     Payment on convertible debt                               (166,667)                   -            (166,667)
     Purchase and retirement of common stock                          -                    -             (48,000)
--------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                     1,019,012               25,959           2,894,366
--------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.


                                       5


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)


                                                                                             
                                                                                                       Cumulative
                                                                                                      Accounts from
                                                              Six                     Six              January 17,
                                                           Months Ended            Months Ended          2002
                                                          June 30, 2004           June 30, 2003        (Inception)
--------------------------------------------------------------------------------------------------------------------

                                                           (Unaudited)             (Unaudited)         (Unaudited)

NET CHANGE IN CASH                                   $          (54,452)   $        (682,640)  $         109,693

Cash, at beginning of period                         $          164,145    $         717,833   $               -
--------------------------------------------------------------------------------------------------------------------

Cash, at end of period                               $          109,693    $          35,193   $         109,693
--------------------------------------------------------------------------------------------------------------------

Supplemental Disclosure of Noncash Investing
and Financing Activities
     June 30, 2004
      Issuance of stock for  services  of  $11,500,  issuance  of  warrants  for
        services of $18,800,  and commitment to issue stock for prepaid services
        of $62,500
      Accrual of  $119,999  for  stock  issuance  costs  off-set  against  gross
        proceeds from sale of common stock
      Stock subscription receivable recorded of
        $668,667
      June 30, 2003
        Warrants issued to consultants for prepaid
         services of $84,174





                 See accompanying notes to financial statements.




                                       6



                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information pursuant to Regulation S-B.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended June 30, 2004 are not  necessarily  indicative of the
results that may be expected for the year ended December 31, 2004.

2. GOING CONCERN

     At December 31, 2003,  there was doubt  regarding the Company's  ability to
continue as a going concern  considering the lack of working capital required to
develop  its  products  and  develop  sales and  distribution  channels  for its
products.  The  accompanying  financial  statements as of December 31, 2003 have
been  prepared  assuming  the  Company  will  continue as a going  concern.  The
December 31, 2003 financial statements do not include any adjustments to reflect
the possible future effects on the  recoverbility  and  classification of assets
and  amounts  and  classifications  of  liabilities  that might  result from any
outcome different from this expectation.

     At June 30,  2004,  as a result  of the  subsequent  financing  transaction
described in Note 8, there is no longer doubt regarding the Company's ability to
continue as a going concern.

3. RECAPITALIZATION AND MERGER

     Provectus    Pharmaceuticals,    Inc.,   formerly   known   as   "Provectus
Pharmaceutical, Inc." and "SPM Group, Inc.," was incorporated under Colorado law
on  May  1,  1978.   SPM  Group  ceased   operations  in  1991,   and  became  a
development-stage  company  effective  January 1, 1992,  with the new  corporate
purpose  of  seeking  out  acquisitions  of  properties,  businesses,  or merger
candidates,  without  limitation as to the nature of the business  operations or
geographic location of the acquisition candidate.

     On April 1, 2002, SPM Group changed its name to "Provectus  Pharmaceutical,
Inc." and  reincorporated  in  Nevada  in  preparation  for a  transaction  with
Provectus Pharmaceuticals, Inc., a privately-held Tennessee corporation ("PPI").
On April 23, 2002, an Agreement  and Plan or  reorganization  between  Provectus
Pharmaceutical  and PPI was approved by the written consent of a majority of the
outstanding  shares  of  Provectus   Pharmaceutical.   As  a  result,  Provectus
Pharmaceuticals,  Inc. issued  6,680,000  shares of common stock in exchange for
all of the issued and  outstanding  shares of PPI.  As part of the  acquisition,
Provectus Pharmaceutical changed its name to "Provectus  Pharmaceuticals,  Inc."
and PPI became a wholly owned  subsidiary of  Provectus.  This  transaction  was
recorded as a recapitalization of PPI.

     On November 19, 2002, the Company acquired Valley Pharmaceuticals,  Inc., a
privately-held  Tennessee  corporation  formerly  known as  Photogen,  Inc.,  by
merging PPI with and into Valley and naming the surviving  corporation  "Xantech
Pharmaceuticals,  Inc." Photogen, Inc. was separated from Photogen Technologies,
Inc. in a non-pro  rata  split-off  to some of its  shareholders.  The assets of
Photogen,  Inc. consisted  primarily of the equipment and intangibles related to
its  therapeutic  activity and were  recorded at their fair value.  The majority
shareholders of Valley were also the majority shareholders of Provectus.  Valley
had no revenues prior to the transaction with the Company.  By acquiring Valley,
the Company  acquired its intellectual  property,  including issued U.S. patents
and patentable inventions.

                                       7


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)

4. BASIC AND DILUTED LOSS PER COMMON SHARE

     Basic and diluted loss per common  share is computed  based on the weighted
average number of common shares outstanding.  Loss per share excludes the impact
of outstanding options, warrants, and convertible debt as they are antidilutive.
Potential  common  shares  excluded  from the  calculation  at June 30, 2004 are
2,308,333  warrants,  1,725,000  options  and  1,624,802  shares  issuable  upon
conversion  of  convertible  debt and  interest.  Additionally,  the  Company is
committed to issue 20,000  warrants.  Included in the weighted average number of
common shares  outstanding are 1,065,520  shares  committed to be issued but not
outstanding at June 30, 2004.

5. EQUITY TRANSACTIONS

     (a) At December 31, 2003, the Company was committed to issue 341,606 shares
to consultants in exchange for services rendered.  In January 2004, all of these
shares were issued.  In January 2004, the Company also issued 10,000 shares to a
consultant  in exchange  for  services  rendered.  Consulting  costs  charged to
operations  were $11,500.  In March 2004, the Company  committed to issue 36,764
shares to  consultants  in exchange for  services.  Consulting  costs charged to
operations were $62,500 of which $25,000 remains in prepaid  consulting  expense
at June 30, 2004 as it  represents  payments  for services to be provided in the
future.  The  shares  are fully  vested and  non-forfeitable.  In May 2004,  the
Company  issued  20,000  warrants  to  consultants  in  exchange  for  services.
Consulting costs charged to operations for these warrants were $18,800.

     (b) In 2004,  the Company sold 2,437,443  shares of restricted  common stok
under this offering of which  1,867,490  shares were issued in the first quarter
2004 and 569,953 were issued in the second quarter 2004. Shares were sold during
2004 at an average gross price of $0.98 per share with net proceeds of $793,137.
Costs related to the placement agent for proceeds received in 2004 of $1,588,302
have been off-set  against gross  proceeds of $2,381,439.  The  transaction is a
Regulations  S offering to foreign  investors as defined by  Regulation S of the
Securities Act. The restricted shares cannot be traded for 12 months.  After the
first 12 months,  sales of the shares are subject to restriction  under rule 144
for an additional year.

     (c) On June  25,  2004,  the  Company  entered  into an  agreement  to sell
1,333,333  shares of common  stock at a purchase  price of $.75 per share for an
aggregate  purchase  price of  $1,000,000.  Payments are to be received in three
equal  installments  on June 25, 2004,  July 16, 2004 and August 9, 2004.  As of
June 30, 2004,  the first  installment  was received and 444,444 shares of stock
were issued. A stock subscription receivable of $666,667 was recorded as of June
30, 2004 for the last two  payments,  as all the cash was received  prior to the
filing of the 10-QSB. Stock issuance costs of $151,666 have been off-set against
the  proceeds  received  of which  $119,900  was  accrued at June 30, 2004 as it
relates to the  installments to be received after June 30, 2004.  Stock issuance
costs  consists of $65,000 in cash and 66,667 shares of common stock with a fair
market value of $86,666.  In conjunction  with the sale of the common stock, the
Company  issued  1,333,333  warrants  with an  exercise  price  of  $1.00  and a
termination date of three years from the installment payment dates. In addition,
the Company has given the  investors an option to purchase  1,333,333  shares of
additional  stock  including the  attachment of warrants under the same terms as
the  original  agreement.   This  option  expires  six  months  after  the  last
installment date.

     In conjunction with the June 25, 2004 transaction, the Company entered into
a redemption agreement for its $500,000 short-term convertible debt. Payments on
the  convertible  debt  are  to  be  made  in  three  equal  installments  which
corresponded to the common stock issuance dates noted above. Payment of the debt
is contingent  on receiving  the payments from the sale of the common stock.  As
all installment payments for the sale of common stock were received prior to the
filing of the  10-QSB,  the full  redemption  of the  convertible  debt has been
recorded as of June 30, 2004. As a result, the debt discount previously recorded
on the  convertible  debt and the deferred  loan costs were fully  amortized and
recorded as  additional  interest  expense of $172,378 as of June 30,  2004.  In
addition to principal payments, the redemption payments include accrued interest
and a premium  payment of $100,519.  This premium  payment has been  recorded as
loss on  extinguishment  of  debt as of June  30,  2004.  As of June  30,  2004,
principal  payments  of  $166,667  were made and an accrual of $67,013  has been
recorded for the remaining premium paid subsequent to June 30, 2004.

                                       8


6. STOCK-BASED COMPENSATION

     On March 1, 2004, the Company issued  1,200,000 stock options to employees.
The options vest over 3 years with 225,000 options vesting on the date of grant.
The  exercise  price is the fair market  price on the date of  issuance  and all
options are outstanding at June 30, 2004.

     On May 27, 2004,  the Company  issued 100,000 stock options to the Board of
Directors.  The options vested  immediately  on the date of grant.  The exercise
price is the fair market  price on the date of  issuance,  and all options  were
outstanding at June 30, 2004. On June 28, 2004, the Company issued 100,000 stock
options to an  employee.  The options  vest over four years with 25,000  options
vesting on the date of grant. The exercise price is the fair market price on the
date of issuance, and all options were outstanding at June 30, 2004.

     For stock options granted to the Board of Directors and the employee during
the second  quarter of 2004,  the Company has  estimated  the fair value of each
option  granted  using  the  Black-Scholes  pricing  model  with  the  following
assumptions:

                                                                    2004
--------------------------------------------------------------------------------

Weighted average fair value per options granted -               $     0.95
Board  of Directors
Weighted average fair value per options granted -               $     1.25
employee

Significant assumptions (weighted average)
         Risk-free interest rate at grant date                        2.0 %
         Expected stock price volatility                              150 %
         Expected option life (years)                                  10

     The Company has adopted the  disclosure-only  provisions  of  Statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for  Stock  Based
Compensation"  (SFAS No.  123),  but applies the  intrinsic  value  method where
compensation expense, if any, is recorded as the difference between the exercise
price and the market price, as set forth in Accounting  Principles Board Opinion
No. 25 for stock  options  granted to  employees  and  directors.  In 2003,  the
Company  issued stock options to employees in which the exercise  price was less
than the market price on the date of grant.  These options vest over three years
and  accordingly,  $7,806 of expense was  recorded for the six months ended June
30, 2004. If the Company had elected to recognize  compensation expense based on
the fair value at the grant dates, consistent with the method prescribed by SFAS
No.  123,  net loss per share  would have been  changed to the pro forma  amount
indicated below:


                                                                                              

                                             Three Months       Three Months         Six Months           Six Months
                                                 Ended                Ended             Ended               Ended
                                             June 30, 2004      June 30, 2003      June 30, 2004          June 30, 2003
-----------------------------------------------------------------------------------------------------------------------


Net loss, as reported                     $  (1,321,512)        $  (666,938)      $  (2,361,885)      $  (1,540,439)
Add stock-based employee compensation
  expense included in reported net loss           3,903              27,506               7,806              27,506
Less total stock-based employee
  compensation expense determined under
  the fair value based method for all
  awards                                       (217,187)            (57,200)           (500,625)            (57,200)
-----------------------------------------------------------------------------------------------------------------------
Pro forma net loss                        $  (1,534,796)        $  (696,632)      $  (2,854,704)      $  (1,570,133)
-----------------------------------------------------------------------------------------------------------------------
Basic and diluted loss per common
  share, as reported                              (0.10)           (0.07)                 (0.18)      $       (0.16)

Basic and diluted loss per common
  share, pro forma                                (0.11)           (0.07)                 (0.22)      $       (0.17)






                                       9


The following table summarizes the options granted, exercised and outstanding as
of June 30, 2004.


                                                                                              
                                                                                                          Weighted
                                                                            Exercise                       Average
                                                                            Price Per                     Exercise
                                               Shares                         Share                         Price
----------------------------------------------------------------------------------------------------------------------

Outstanding at December 31, 2003                 356,250             $ 0.26   -    $   0.60               $    0.40
Granted                                        1,400,000             $ 0.95   -    $   1.25               $    1.10
Exercised                                              -                  -               -                     -
Forfeited                                        (31,250)            $ 0.26   -    $   0.32               $    0.30
----------------------------------------------------------------------------------------------------------------------
Outstanding at June 30, 2004                   1,725,000             $ 0.32   -    $   1.25               $    0.97
----------------------------------------------------------------------------------------------------------------------
Options exercisable at
  June 30, 2004                                  562,500             $ 0.32   -    $   1.10               $    0.84
----------------------------------------------------------------------------------------------------------------------











                                       10


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)


7. REVENUE RECOGNITION

     The  Company  recognizes  revenue  when  product is shipped.  When  advance
payments are  received,  these  payments  are  recorded as deferred  revenue and
recognized when the product is shipped.

8. SUBSEQUENT EVENTS

     (a) On August 9, 2004 the Company  completed the  redemption in full of its
outstanding long-term convertible debt.

     (b) Pursuant to a Standby Equity Distribution Agreement ("SEDA") dated July
28, 2004 between the Company and Cornell Capital Partners, L.P. ("Cornell"), the
Company may, at its  discretion,  issue shares of common stock to Cornell at any
time over the next two  years.  The  facility  is  subject to having in effect a
registration  statement covering the shares. The maximum aggregate amount of the
equity placements pursuant to the SEDA is $20 million,  and the Company may draw
down up to $1 million per month.  Pursuant to the SEDA,  on July 28,  2004,  the
Company issued 240,000 shares of common stock to Cornell as commitment shares.

     (c) Pursuant to a  Securities  Purchase  Agreement  between the Company and
Cornell dated July 28, 2004 (the "Debenture  SPA"), the Company issued a Secured
Convertible  Debenture  (the  "Debenture")  to Cornell at an original  principal
amount of $375,000.  The Debenture bears interest at 8% per annum. The Debenture
is due and payable in full on July 28, 2007. At the Company's option, the entire
principal  amount  and all  accrued  interest  may be paid in either  cash or in
shares  of  common  stock at a price per share  defined  in the  Debenture  SPA.
Pursuant  to the  Debenture  SPA,  the Company has also agreed to issue a second
secured  convertible  debenture on the same terms as the Debenture,  on the date
that the Company files a registration  statement for the shares  underlying both
debentures.

9.  RESTATEMENT

During 2004, the Company restated its historical  financial statements to revise
the value of its patents acquired from Valley Pharmaceuticals,  Inc. on November
19, 2002.  During a detailed review of the accounting  literature  applicable to
the valuation of the patents upon acquisition,  the Company  determined that the
guidance  under  Accounting  Principles  Board Opinion No. 29,  "Accounting  for
Nonmonetary  Transactions"  ("APB 29") was more  appropriate  than the  guidance
under   Statement  of   Financial   Accounting   Standard  No.  141,   "Business
Combinations"("SFAS  141"), which had originally been used by the Company. Under
SFAS 141,  the Company  used the date that the  transaction  was entered into to
value the shares given up in exchange for the assets acquired  compared to using
the date the  transaction  was completed as required under APB 29. Under APB 29,
the restated value of the patents upon  acquisition  is $11,715,445  compared to
the $20,037,560 value initially used by the Company. The accompanying  financial
statements and notes reflect the restated  amounts.  The following tables detail
the effects of the restatement:



                                                                      

                                     For The Three Months Ended,                     For The Six Months Ended,            
                              June 30, 2004             June 30, 2003            June 30, 2004            June 30, 2003   
                            As                       As                       As                        As                
                        Previously      As       Previously       As       Previously       As       Previously       As  
                         Reported    Restated     Reported     Restated     Reported     Restated     Reported     Restated
                       (Unaudited)  (Unaudited)  (Unaudited) (Unaudited)  (Unaudited)   (Unaudited) (Unaudited)   (Unaudited)
Income Statement
Data:
Amortization           $  286,963   $   167,780    $ 286,964   $ 167,780  $   573,926  $   335,560  $   573,927  $   335,560
Total Operating Loss     (865,387)     (746,204)    (802,892)   (683,708)  (1,810,217)  (1,571,851)  (1,757,555)  (1,519,188)
Net Loss               (1,440,695)   (1,321,512)    (786,122)   (666,938)  (2,600,251)  (2,361,885)  (1,778,806)  (1,540,439)
Basic and Diluted
Loss
  Per Common Share      (0.11)          (0.10)       (0.08)        (0.07)     (0.20)      (0.18)        (0.19)      (0.16)



                                       11


                            Cumulative Through
                               June 30, 2004
                          As
                        Previously          As
                         Reported        Restated
                        (Unaudited)      (Unaudited)
Income Statement
Data:
Amortization           $  1,855,695    $  1,084,977
Total Operating Loss    (12,372,820)    (11,602,102)
Net Loss                (13,354,051)    (12,583,333)
Basic and Diluted
Loss
  Per Common Share    



                                   At                             At
                              June 30, 2004                December 31, 2003
                            As                            As
                        Previously          As         Previously          As
                         Reported        Restated       Reported        Restated
                       (Unaudited)      (Unaudited)    (Unaudited)    (Unaudited)
Balance Sheet Data:
Patents, net of
amortization             18,181,865      10,630,468     18,755,791     10,966,028
Total Assets             19,282,740      11,731,343     19,826,809     12,037,046
Stockholders' Equity     17,187,640       9,636,243     18,040,815     10,251,052





                                       12


Item 2.  Management's Discussion and Analysis or Plan of Operation.

     The  following  discussion is intended to assist in the  understanding  and
assessment  of  significant  changes  and  trends  related  to  our  results  of
operations  and  our  financial   condition   together  with  our   consolidated
subsidiaries.  This discussion and analysis  should be read in conjunction  with
the consolidated  financial  statements and notes thereto included  elsewhere in
this  Quarterly  Report  on  Form  10-QSB.  Historical  results  and  percentage
relationships  set forth in the statement of operations,  including trends which
might appear, are not necessarily indicative of future operations.

CAPITAL STRUCTURE

     Our ability to continue as a going  concern has become  reasonably  assured
due to our  financing  in June and July 2004.  However,  our ongoing  operations
continue to be dependent upon our ability to raise capital.

     We plan to implement our integrated  business plan,  including execution of
the next phases in clinical development of our pharmaceutical  products and full
resumption of research programs for new research initiatives.

     We intend to proceed as rapidly as  possible  with the  development  of OTC
products that can be sold with a minimum of regulatory  compliance  and with the
further  development  of  revenue  sources  through  licensing  of our  existing
intellectual property portfolio.  Although we believe that there is a reasonable
basis for our  expectation  that we will become  profitable due to revenues from
OTC product  sales,  we cannot  assure you that we will be able to  achieve,  or
maintain, a level of profitability sufficient to meet our operating expenses.

     Our current  plans include  continuing  to operate with our four  employees
during the immediate future,  but we anticipate adding some part-time  employees
during the next year.  Our current plans also include  minimal  purchases of new
property,   plant  and  equipment,  and  significantly  increased  research  and
development.

PLAN OF OPERATION

     With  the  reorganization  of  Provectus  and PPI and the  acquisition  and
integration  into the  company  of Valley  and  Pure-ific,  we  believe  we have
obtained a unique combination of OTC products and core intellectual  properties.
This  combination  represents the  foundation  for an operating  company that we
believe will provide both  profitability and long-term growth. In 2004,  through
careful control of expenditures,  increasing sales of OTC products, and issuance
of debt and equity, we plan to build on that foundation to increase  shareholder
value.

     In the  short  term,  we intend  to  develop  our  business  by  marketing,
manufacturing,  and distributing our existing OTC products, principally GloveAid
and  Pure-ific.  In the  longer  term,  we expect to  continue  the  process  of
developing,  testing  and  obtaining  the  approval  of the U. S.  Food and Drug
Administration  of  prescription  drugs and medical  devices.  Additionally,  we
intend to restart our research programs that will identify additional conditions
that our intellectual  properties may be used to treat and additional treatments
for those and other conditions.

     We are in the  planning  phase  for  the  major  research  and  development
projects, and therefore do not have estimated completion dates, completion costs
and  capital  requirements  for these  projects.  The reason we do not have this
information  available is because we have not  completed  our planning  process.
Since there is no defined  schedule for completing these  development  projects,
there are no defined consequences if they are not completed timely. Research and
development  costs  comprising the total of $246,185 for the three months ending
June 30, 2004 include consulting of $114,525,  lab expense of $8,458,  insurance
of $16,037,  legal of $17,886,  office and other  expense of $3,751,  payroll of
$71,799,  rent and utilities of $3,733,  and taxes and fees of $9,996. R&D costs
comprising the total of $434,139 for the six months ending June 30, 2004 include
consulting of $141,368,  lab expense of $10,958,  insurance of $36,175, legal of
$46,934,  office  and other  expense of $3,751,  payroll of  $175,624,  rent and
utilities  of $9,333,  and taxes and fees of $9,996.  Research  and  development
costs  comprising the total of $80,503 for the three months ending June 30, 2003
included  depreciation expense of $53,815,  consulting of $11,535,  insurance of
$4,956,  office  and other  expense of $373,  payroll  of  $1,424,  and rent and
utilities of $8,400.  Research and  development  costs  comprising  the total of
$236,286 for the six months ending June 30, 2003 included  depreciation  expense
of  $137,656,  consulting  of  $26,423,  insurance  of $4,956,  office and other
expense of $828,  payroll of $48,435,  rent and utilities of $16,800,  and taxes
and fees of $1,188.

CASH FLOW

     As of August 10,  2004,  we held  approximately  $250,000  in cash.  At our
current cash expenditure rate, this amount in addition to proceeds expected from
our July 2004  financing  will be sufficient to meet our needs.  We already have
begun to increase  our  expenditure  rate by  accelerating  some of our research
programs for new research  initiatives;  in addition,  we are seeking to improve
our cash flow by increasing sales of OTC products. However, we cannot assure you
that we will be successful in increasing sales of OTC products.  Moreover,  even
if we are successful in improving our current cash flow position, we nonetheless
will require  additional  funds to meet our long-term needs. We anticipate these

                                       13


funds will come from the proceeds of private  placements or public  offerings of
debt or equity securities.

CAPITAL RESOURCES

     As noted above,  our present cash flow is currently  sufficient to meet our
short-term  operating  needs for  initial  production  and  distribution  of OTC
products in order to achieve meaningful sales volumes.  Excess cash will be used
to  finance  the next  phases  in  clinical  development  of our  pharmaceutical
products  and  resumption  of our  currently  suspended  research  programs.  We
anticipate  that the  majority of the funds for our  operating  and  development
needs in 2004  will come  from the  proceeds  of  private  placements  or public
offerings  of  debt  or  equity  securities.  While  we  believe  that we have a
reasonable  basis for our expectation  that we will be able to raise  additional
funds,  we  cannot  assure  you  that we will  be  able to  complete  additional
financing in a timely  manner.  In addition,  any such  financing  may result in
significant  dilution  to  shareholders.  For  further  information  on  funding
sources,  please see Notes 5(c) and 8 of the notes to our  financial  statements
included in this report.

FORWARD-LOOKING STATEMENTS

     This Quarterly  Report on Form 10-QSB contains  forward-looking  statements
regarding,  among other things, our anticipated financial and operating results.
Forward-looking   statements  reflect  our  management's   current  assumptions,
beliefs,  and expectations.  Words such as "anticipate,"  "believe,  "estimate,"
"expect,"  "intend,"  "plan," and similar  expressions  are intended to identify
forward-looking statements.  While we believe that the expectations reflected in
our  forward-looking  statements are  reasonable,  we can give no assurance that
such expectations will prove correct.  Forward-looking statements are subject to
risks and uncertainties that could cause our actual results to differ materially
from the future results, performance, or achievements expressed in or implied by
any  forward-looking   statement  we  make.  Some  of  the  relevant  risks  and
uncertainties  that could cause our actual performance to differ materially from
the forward-looking  statements contained in this report are discussed under the
heading "Risk Factors" and elsewhere in our Annual Report on Form 10-KSB for the
year ended  December 31, 2003. We caution  investors  that these  discussions of
important  risks and  uncertainties  are not exclusive,  and our business may be
subject to other risks and uncertainties which are not detailed there.

     Investors are cautioned not to place undue reliance on our  forward-looking
statements.  We make  forward-looking  statements  as of the date on which  this
Quarterly  Report  on Form  10-QSB  is  filed  with the SEC,  and we  assume  no
obligation  to update  the  forward-looking  statements  after  the date  hereof
whether as a result of new  information  or events,  changed  circumstances,  or
otherwise, except as required by law.



Item 3.  Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures.  Our chief executive
          officer and chief financial  officer have evaluated the  effectiveness
          of  the  design  and  operation  of  our   "disclosure   controls  and
          procedures"  (as that  term is  defined  in Rule  13a-14(c)  under the
          Exchange  Act) as of June  30,  2004,  the end of the  fiscal  quarter
          covered  by this  Quarterly  Report  on  Form  10-QSB.  Based  on that
          evaluation,  the chief executive  officer and chief financial  officer
          have  concluded  that  our  disclosure  controls  and  procedures  are
          effective to ensure that material  information relating to the Company
          and the  Company's  consolidated  subsidiaries  is made  known to such
          officers by others  within  these  entities,  particularly  during the
          period this Quarterly Report on Form 10-QSB was prepared,  in order to
          allow timely decisions regarding required disclosure.

     (b)  Changes in Internal Controls. There has been no change in our internal
          control  over  financial  reporting  that  occurred  during the fiscal
          quarter  covered  by this  Quarterly  Report on Form  10-QSB  that has
          materially affected, or is reasonably likely to materially affect, our
          internal control over financial reporting.

                                       14


                                     PART II
                                OTHER INFORMATION


Item 1.  Legal Proceedings.

     The Company was not  involved  in any legal  proceedings  during the fiscal
quarter covered by this Quarterly Report of Form 10-QSB.



Item 2.  Changes in Securities and Use of Proceeds.

Recent Sales of Unregistered Securities

     In  December  2003,  the  Company  commenced  an  offering  for the sale of
restricted  common stock.  In the second  quarter 2004, the Company sold 245,462
shares of restricted  common stock under this offering at an average gross price
of $1.09 per share and received  net  proceeds of $90,360.  The Company has also
recorded a stock subscription receivable of $2,000 for stock subscriptions prior
to June 30, 2004 for which payment was received subsequent to June 30, 2004. The
Company has engaged a placement  agent to assist in the offering.  Costs related
to the  placement  agent for  proceeds  received in the second  quarter  2004 of
$178,047 have been off-set  against the gross proceeds of $268,407 and therefore
are reflected as a direct  reduction of equity at June 30, 2004. The transaction
is a  Regulation S offering to foreign  investors as defined by  Regulation S of
the Securities Act. The restricted shares cannot be traded for 12 months.  After
the first 12 months,  sales of the shares are subject to restriction  under rule
144 for an additional  year.  We have engaged a placement  agent to assist us in
the offering.

Recent Sales of Unregistered Securities.

Pursuant to a Securities  Purchase  Agreement between us and A.I.  International
Corporate Holdings,  Ltd. ("A.I."),  American Equity Consulting  Services,  Inc.
("American Equity") and Castlerigg Master Investments, Ltd. ("Castlerigg") dated
June 25, 2004 (the  "Common  Stock  SPA"),  we have issued  1,333,333  shares of
common stock at a purchase  price of $.75 per share,  for an aggregate  purchase
price of $1  million.  In  addition,  we have issued  warrants on the  following
terms:


                                                                                      

        Investor            Number of Shares         Exercise Price           Issue Date          Termination Date
        --------            ----------------         --------------           ----------          ----------------

       A.I.                      222,222                 $1.00               June 25, 2004          June 25, 2009
       Castlerigg                222,222                 $1.00               June 25, 2004          June 25, 2009
       A.I.                      148,148                 $1.00               July 16, 2004          July 16, 2009
       Castlerigg                148,148                 $1.00               July 16, 2004          July 16, 2009
       Castlerigg                148,148                 $1.00               August 5, 2004         August 5, 2009
       Castlerigg                444,444                 $1.00               August 9, 2004         August 9, 2009


A.I. and Castlerigg have an option to purchase an additional 1,333,333 shares of
common stock on the same terms and  conditions  described  above,  including the
attachment of warrants.  We have paid $50,000 and we will issue 66,667 shares of
restricted common stock to Baker Consulting, Inc. as compensation for its broker
services.  We  believe  that this  offering  was  exempt  from the  registration
requirements of the Securities Act of 1933, as amended (the "Securities Act") by
reason of Section 4(2) of the Securities Act, based upon the fact that the offer
and sale of the  securities  was made to a  limited  number of  purchasers  in a
transaction not involving any general solicitation or general advertising.

                                       15


Pursuant to a Standby Equity Distribution Agreement ("SEDA") dated July 28, 2004
between us and  Cornell  Capital  Partners,  L.P.  ("Cornell"),  we may,  at our
discretion,  issue  shares of common  stock to Cornell at any time over the next
two years. The facility is subject to having in effect a registration  statement
covering  the shares.  The  maximum  aggregate  amount of the equity  placements
pursuant to the SEDA is $20  million,  and we may draw down up to $1 million per
month.  Pursuant to the SEDA,  on July 28,  2004,  we issued  190,084  shares of
common  stock to Cornell as  commitment  shares.  In  addition,  we issued 7,920
shares of common  stock to Newbridge  Securities  Corporation  ("Newbridge")  as
compensation  for its  services  as  placement  agent.  We also paid  $10,000 in
structuring  fees to Cornell.  We believe that this offering was exempt from the
registration  requirements  of the  Securities  Act by  reason  of  Rule  506 of
Regulation D and Section 4(2) of the  Securities  Act,  based upon the fact that
the offer and issuance of the securities  satisfied all the terms and conditions
of  Rules  501  and  502  of the  Securities  Act,  Cornell  and  Newbridge  are
financially  sophisticated and had access to complete information  concerning us
and  acquired  the  securities  for  investment  and  not  with  a  view  to the
distribution thereof.

Pursuant to a Securities  Purchase  Agreement  between us and Cornell dated July
28, 2004 (the "Debenture SPA"), we issued a Secured  Convertible  Debenture (the
"Debenture")  to  Cornell  at an  original  principal  amount of  $375,000.  The
Debenture  bears  interest at 8% per annum.  The Debenture is due and payable in
full on July 28,  2007.  At our  option,  the  entire  principal  amount and all
accrued  interest may be paid in either cash or in shares of common stock,  at a
price per share equal to the lesser of (a) $1.88 (the  "Fixed  Price") or (b) an
amount  equal to 80% of the lowest daily volume  weighted  average  price of the
common  stock,  as  quoted  by  Bloomberg,  L.P.,  during  the  5  trading  days
immediately preceding the conversion date. We may redeem a portion or all of the
outstanding  Debenture at any time with 3 business days advance  written notice,
at a price that is 110% of the amount redeemed plus accrued  interest;  provided
that if on the date that we provide notice of redemption the price of the common
stock is greater than the Fixed Price,  the redemption price will be 120% of the
amount redeemed plus accrued interest. We have agreed, pursuant to the Debenture
SPA, to issue a second secured convertible  debenture (the "Second  Debenture"),
on the same  terms as the  Debenture,  on the date  that we file a  registration
statement  with the  Securities  and Exchange  Commission to register the shares
underlying the Debenture and the Second Debenture. We believe that this offering
was exempt from the registration  requirements of the Securities Act of 1933, as
amended (the "Securities Act") by reason of Rule 506 of Regulation D and Section
4(2) of the  Securities  Act, based upon the fact that the offer and issuance of
the Debenture satisfied all the terms and conditions of Rules 501 and 502 of the
Securities Act, Cornell is financially  sophisticated and had access to complete
information  concerning us and acquired the  securities  for  investment and not
with a view to the distribution thereof.


Item 3.  Defaults Upon Senior Securities.

         None.


Item 4.  Submission of Matters to a Vote of Security Holders.

         An annual  meeting  was held on May 27,  2004,  at which the  following
         directors were elected:
                                                           Withhold
                                       For                Authority
                                   ------------         ------------

        H. Craig Dees                7,931,372                300

        Eric Wachter                 7,931,272                400

        Timothy D. Scott             7,931,272                400

        Stuart R. Fuchs              7,931,372                300


Item 5.   Other Information.

          None.

                                       16


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

          21.0 List of Subsidiaries

          31.1 Certification   Pursuant   to   Rule   13a-14(a)   (Section   302
               Certification), dated October 7, 2004, executed by H. Craig Dees,
               Ph.D., Chief Executive Officer of the Company.

          31.2 Certification   Pursuant   to   Rule   13a-14(a)   (Section   302
               Certification),  dated  October 7, 2004,  executed  by Peter R.
               Culpepper, Chief Financial Officer of the Company.

          32.  Certification  Pursuant  to  18  U.S.C.  ss.  1350  (Section  906
               Certification),  dated  October 7,  2004,  executed by H. Craig
               Dees, Ph.D., Chief Executive Officer of the Company, and Peter R.
               Culpepper, Chief Financial Officer of the Company.







                                       17


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                      PROVECTUS PHARMACEUTICALS, INC.


                                      By:/s/ H. Craig Dees, Ph.D.
                                         ---------------------------------------
                                         H. Craig Dees,  Ph.D.  Chief  Executive
                                         Officer

Date:    October 7, 2004







                                       18



                                  EXHIBIT INDEX

----------------    ------------------------------------------------------------
Exhibit No.                     Description
----------------    ------------------------------------------------------------

     21.1           List of Subsidiaries

----------------    ------------------------------------------------------------
     31.1           Certification   Pursuant  to  Rule  13a-14(a)  (Section  302
                    Certification),  dated  October 7, 2004,  executed  by  H.
                    Craig Dees, Ph.D., Chief Executive Officer of the Company.
----------------    ------------------------------------------------------------
     31.2           Certification   Pursuant  to  Rule  13a-14(a)  (Section  302
                    Certification),  dated  October 7, 2004, executed by Peter
                    R. Culpepper, Chief Financial Officer of the Company.
----------------    ------------------------------------------------------------
     32.            Certification  Pursuant to 18 U.S.C.  ss. 1350  (Section 906
                    Certification), dated October 7, 2004, executed by H. Craig
                    Dees,  Ph.D.,  Chief Executive  Officer of the Company,  and
                    Peter R. Culpepper, Chief Financial Officer of the Company.








                                       19



                                                                    EXHIBIT 21.1

                              LIST OF SUBSIDIARIES



     SUBSIDIARY                               STATE OF INCORPORATION
     ----------                               ------------------------

     Xantech Pharmaceuticals, Inc.              Tennessee

     Pure-ific Corporation                      Nevada

     Provectus Biotech, Inc.                    Tennessee

     Provectus Devicetech, Inc.                 Tennessee

     Provectus Pharmatech, Inc.                 Tennessee










                                       20



                                                                    Exhibit 31.1
                                                                    ------------

                         Provectus Pharmaceuticals, Inc.
                    Certification Pursuant to Rule 13a-14(a)
                            Section 302 Certification

     I,  H.  Craig  Dees,  Ph.D.,  the  Chief  Executive  Officer  of  Provectus
Pharmaceuticals, Inc., certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-QSB of  Provectus
          Pharmaceuticals, 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 small  business  issuer as of, and for,  the periods
          presented in this quarterly report;

     4.   The  small  business  issuer's  other  certifying  officers  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  quarterly  report  is being
               prepared;

          (b)  Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure   controls  and   procedures  and  presented  in  this
               quarterly report our conclusions  about the  effectiveness of the
               disclosure  controls and procedures,  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  officers  and I have
          disclosed,  based on our most recent  evaluation  of internal  control
          over financial reporting,  to the small business issuer's auditors and
          the audit committee of small business  issuer's board of directors (or
          persons performing the equivalent function):

          (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  data and have
               identified for the small business  issuer's auditors any material
               weaknesses in internal controls; 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 controls.

Date:    October 7, 2004
                                               /s/ H. Craig Dees
                                              ----------------------------------
                                              H.   Craig   Dees,   Ph.D.   Chief
                                              Executive Officer

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                                                                    Exhibit 31.2
                                                                    ------------

                         Provectus Pharmaceuticals, Inc.
                    Certification Pursuant to Rule 13a-14(a)
                            Section 302 Certification

     I,  Peter R. Culpepper,   the  Chief   Financial   Officer  of  Provectus
Pharmaceuticals, Inc., certify that:

     1.   I have  reviewed  this  quarterly  report on Form 10-QSB of  Provectus
          Pharmaceuticals, 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 small  business  issuer as of, and for,  the periods
          presented in this quarterly report;

     4.   The  small  business  issuer's  other  certifying  officers  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  quarterly  report  is being
               prepared;

          (b)  Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure   controls  and   procedures  and  presented  in  this
               quarterly report our conclusions  about the  effectiveness of the
               disclosure  controls and procedures,  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  officers  and I have
          disclosed,  based on our most recent  evaluation  of internal  control
          over financial reporting,  to the small business issuer's auditors and
          the audit committee of small business  issuer's board of directors (or
          persons performing the equivalent function):

          (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  data and have
               identified for the small business  issuer's auditors any material
               weaknesses in internal controls; 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 controls.

Date:    October 7, 2004
                                             /s/ Peter R. Culpepper
                                            ------------------------------------
                                            Peter R. Culpepper
                                            Chief Financial Officer

                                       22



                                                                    Exhibit 32.1
                                                                    ------------

                         Provectus Pharmaceuticals, Inc.

                  Certification Pursuant to 18 U.S.C. ss. 1350
                           Section 906 Certifications


     Pursuant  to  18  U.S.C.ss.   1350,  as  enacted  by  Section  906  of  the
Sarbanes-Oxley Act of 2002 (Public Law 107-204), the undersigned, H. Craig Dees,
Ph.D., the Chief Executive Officer of Provectus Pharmaceuticals,  Inc., a Nevada
corporation (the "Company"), and Peter R. Culpepper, the Chief Financial Officer
of the Company, hereby certify that:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          June  30,  2004,  as  filed  with the  U.S.  Securities  and  Exchange
          Commission on the date hereof (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 and results of operations
          of the Company.

          This Certification is signed on October 7, 2004.


                                            /s/ H. Craig Dees
                                           -------------------------------------
                                           H. Craig Dees,  Ph.D. Chief Executive
                                           Officer  Provectus   Pharmaceuticals,
                                           Inc.


                                            /s/ Peter R. Culpepper
                                           -------------------------------------
                                           Peter R. Culpepper
                                           Chief Financial Officer
                                           Provectus Pharmaceuticals, Inc.


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





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