United States Securities And Exchange Commission
                              Washington, DC 20549
--------------------------------------------------------------------------------
                                   FORM 10-QSB
(Mark One)

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

     For the quarterly period ended March 31, 2005

                                       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 April 13, 2005 was 16,644,275.

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






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

                           CONSOLIDATED BALANCE SHEETS



                                                                             
                                                                                   March 31,         December 31,
                                                                                    2005              2004
------------------------------------------------------------------------------------------------------------------
                                                                                          
                                                                               (Unaudited)          (Audited)
Assets

Current Assets
     Cash                                                                  $        58,980    $          10,774
     Inventory                                                                      89,960               94,142
     Prepaid expenses and other current assets                                       1,827               20,582
     Prepaid consulting expense                                                    180,602              205,427
        Prepaid commitment fee, net of amortization of 
        $114,978 and $38,326                                                       195,888              272,540
------------------------------------------------------------------------------------------------------------------
Total Current Assets                                                               527,257              603,465
------------------------------------------------------------------------------------------------------------------
Equipment and Furnishings, less accumulated depreciation of
     $366,571 and $366,571                                                          10,472                    -

Patents, net of amortization of $1,588,317 and $1,420,537                       10,127,128           10,294,908

Deferred loan costs, net of amortization of $102,054 and $35,922                   249,446              270,578

Other Assets                                                                        27,000               27,000
------------------------------------------------------------------------------------------------------------------
                                                                           $    10,941,303    $      11,195,951
------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current Liabilities
     Accounts payable - trade                                              $       151,071    $         154,214
     Accrued compensation                                                          238,078              156,377
     Accrued expenses                                                               75,540                6,240
        Accrued interest                                                            83,290               43,670
     Gryffindor convertible debt, net of debt discount of 
  $71,368 and $95,157                                                            1,114,591            1,090,802
------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                        1,662,570            1,451,303
------------------------------------------------------------------------------------------------------------------
Loan From Stockholder                                                              199,000              149,000
------------------------------------------------------------------------------------------------------------------
Cornell convertible debt, net of debt discount of $233,425 and $316,053            416,575              433,947
------------------------------------------------------------------------------------------------------------------
Network 1 convertible debt, net of debt discount of $438,425 and $-0-               11,575                    -
------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
     Common stock; par value $.001 per share; 100,000,000 shares authorized;
         16,440,209 and 16,133,876 shares issued and
         outstanding, respectively                                                  16,440               16,134
     Paid-in capital                                                            24,572,699           23,711,540
     Deficit accumulated during the development stage                          (15,937,556)         (14,565,973)
------------------------------------------------------------------------------------------------------------------

         TOTAL STOCKHOLDERS' EQUITY                                              8,651,583            9,161,701
------------------------------------------------------------------------------------------------------------------

                                                                           $    10,941,303    $      11,195,951
------------------------------------------------------------------------------------------------------------------


        See accompanying notes to financial statements.

                                       -2-



                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                                               Cumulative
                                                                              Amounts from
                                                                               January 17,
                                                                            2002 (Inception)
                                         Ended              Ended               Through
                                    March 31, 2005       March 31, 2004      March 31, 2005
------------------------------------------------------------------------------------------
                                                                              
Revenues
        OTC Product Revenue       $          2,394   $          1,776  $         21,122
        Medical Device Revenue                 984             13,125            14,109
------------------------------------------------------------------------------------------
Total revenues                               3,378             14,901            35,231

Cost of Sales                                1,540              1,136            12,321
------------------------------------------------------------------------------------------
Gross Profit                                 1,838             13,765            22,910

Operating Expenses
     Research and development              293,027            187,954         2,360,482
     General and administrative            582,751            483,678        10,778,788
     Amortization                          167,780            167,780         1,588,317
------------------------------------------------------------------------------------------

Total operating loss                    (1,041,720)          (825,647)      (14,704,677)

Gain on sale of equipment                 -                  -                   55,000

Loss on extinguishment of debt             (36,968)          -                 (138,380)

Interest expense                          (292,895)          (214,726)       (1,149,499)
------------------------------------------------------------------------------------------

Net Loss Applicable to Common                    
     Stockholders                 $     (1,371,583        $(1,040,373) $    (15,937,556)
------------------------------------------------------------------------------------------

Basic and Diluted Loss Per                   (0.08)             (0.08)
  Common Share                                                                            
------------------------------------------------------------------------------------------

Weighted Average Number of
         Common Shares
                Outstanding -
             Basic and Diluted          16,277,074         12,241,172
------------------------------------------------------------------------------------------


                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
     Beneficial conversion related to
         convertible debt                                      -                -          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                      733,872              734          449,190              -          449,923
     Issuance of warrants for services                         -                -          495,480              -          495,480
     Exercise of warrants                                132,608              133            4,867              -            5,000
     Employee compensation from stock options                  -                -           15,612              -           15,612
     Issuance of stock pursuant to Regulation S        2,469,723            2,469          790,668              -          793,137
     Issuance of stock pursuant to Regulation D        1,930,164            1,930        1,286,930              -        1,288,861
     Beneficial conversion related to
         convertible debt                                      -                -          360,256              -          360,256
     Issuance of convertible debt with warrants                -                -          105,250              -          105,250
     Repurchase of beneficial conversion feature               -                -         (258,345)             -         (258,345)
     Net loss for the year ended
            December 31, 2004                                  -                -                -     (4,344,525)      (4,344,525)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, at December 31, 2004                         16,133,876     $     16,134    $  23,711,540   $(14,565,973)  $    9,161,701
     Issuance of stock for services                       15,000               15           12,509              -           12,524
     Issuance of warrants for services                         -                -           88,984              -           88,984
     Issuance of warrants for contractual
         obligations                                           -                -          117,568              -          117,568
     Exercise of warrants                                 10,000               10            9,990              -           10,000
     Employee compensation from stock options                  -                -            3,938              -            3,938
     Issuance of stock pursuant to Regulation D          214,666              214          144,686              -          144,900
     Debt conversion to common stock                      66,667               67           49,933              -           50,000
     Issuance of convertible debt with warrants                -                -          254,328              -          254,328
     Beneficial conversion related to
         convertible debt                                      -                -          195,672              -          195,672
     Repurchase of beneficial conversion feature               -                -          (16,449)             -          (16,449)
     Net loss for the three months ended
            March 31, 2005                                     -                -                -     (1,371,583)      (1,371,583)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, at March 31, 2005                            16,440,209    $      16,440   $   24,572,699   $(15,937,556)  $    8,651,583
-----------------------------------------------------------------------------------------------------------------------------------

                 See accompanying notes to financial statements.
                                       -4-


                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


                                                                                                           Cumulative
                                                                                                          Amounts from
                                                                                                         January 17, 2002
                                                                 Three Months         Three Months         (Inception)
                                                                   Ended                Ended            through March 31,
                                                              March 31, 2005        March 31, 2004             2005
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Cash Flows From Operating Activities
     Net loss                                               $       (1,371,583)   $      (1,040,373)  $      (15,937,556)
     Adjustments to reconcile net loss to
         net cash used in operating activities
         Depreciation                                                        -               53,641              389,572
         Amortization of patents                                       167,780              167,780            1,588,317
         Amortization of original issue discount                        90,277              140,140              577,852
                Amortization of commitment fee                          76,652                    -              114,978
                Amortization of prepaid consultant expense              93,735              137,176              946,585
                Amortization of deferred loan costs                     45,430               42,633              185,952
                Loss on extinguishment of debt                          36,968                    -              138,380
         Compensation through issuance of stock options                  3,938                3,903               54,209
         Compensation through issuance of stock                              -                    -              932,000
         Issuance of stock for services                                 12,524               11,500            5,593,082
         Issuance of warrants for services                              20,074                    -               42,555
         Issuance of warrants for contractual 
              obligations                                              117,568                    -              117,568
         Gain on sale of equipment                                           -                    -              (55,000)
         Increase (decrease) in assets
              Prepaid expenses                                          18,755               (2,530)              (1,827)
              Inventory                                                  4,182                3,518              (89,960)
         Increase (decrease) in liabilities
              Accounts payable                                          (3,143)              41,826              147,426
              Accrued expenses                                         190,621              (64,388)             556,908
----------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                 (496,222)            (505,174)          (4,698,959)
----------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
     Proceeds from sale of fixed asset                                       -                    -              180,000
     Capital expenditures                                              (10,472)                (395)             (14,169)
----------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities                    (10,472)                (395)             165,831
----------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
     Proceeds from loans from stockholder                               50,000                    -              199,000
     Proceeds from convertible debt                                    450,000                    -            2,725,959
     Proceeds from sale of common stock                                144,900              788,653            2,632,245
     Proceeds from exercise of warrants                                 10,000                5,000               15,453
       Cash paid to retire convertible debt                            (50,000)                   -             (550,000)
       Cash paid for deferred loan costs                               (45,000)                   -             (277,030)
        Premium paid on extinguishments of debt                         (5,000)                   -             (105,519)
     Purchase and retirement of common stock                                 -                    -              (48,000)
----------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                              554,900              793,653            4,592,108
-----------------------------------------------------------------------------------------------------------------------------


                                       -5-

                         PROVECTUS PHARMACEUTICALS, INC.
                          (A Development-Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                                                                    Cumulative
                                                                                                   Amounts from
                                                                                                 January 17, 2002
                                                         Three Months        Three Months          (Inception)
                                                            Ended                Ended           through March 31,
                                                       March 31, 2005        March 31, 2004            2005
----------------------------------------------------------------------------------------------------------------------
                                                                                                         
Net Change in Cash                                   $           48,206    $         288,084        $         58,980

Cash, at beginning of period                         $           10,774    $         164,145        $              -
----------------------------------------------------------------------------------------------------------------------

Cash, at end of period                               $           58,980    $         452,229        $         58,980
----------------------------------------------------------------------------------------------------------------------


Supplemental Disclosure of Noncash Investing and
Financing Activities

  March 31, 2005
   Issuance of warrants in exchange for
       prepaid services of $68,910
   Debt converted to common stock of $50,000 Beneficial conversion on
   convertible debt of $195,672 Discount on convertible debt with warrants of
   $254,328


  March 31, 2004
   Issuance of stock for services of $11,500
       and commitment to issue stock for
       prepaid services of $62,500

   Stock subscription receivable recorded of $41,192



                 See accompanying notes to financial statements.

                                       -6-




                   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 months ended March 31, 2005 are not necessarily  indicative of the results
that may be expected for the year ended December 31, 2005.

2. 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.

3. 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 March 31, 2005 are
5,798,893

                                       -7-



warrants,  2,925,000  options and 3,487,937  shares  issuable upon conversion of
convertible debt and interest.  Additionally,  the Company is committed to issue
10,000 warrants.

4. EQUITY AND DEBT TRANSACTIONS

     (a) In January  2005,  the Company  issued 7,500 shares to  consultants  in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$4,950.  In February  2005,  the Company  issued 7,500 shares to  consultants in
exchange for services. Consulting costs charged to operations were $7,574.

     (b) In January 2005, the Company  issued 16,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$6,944.  In February 2005, the Company issued 13,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$13,130.  In March 2005, the Company  issued 100,000  warrants to consultants in
exchange for services  rendered.  At March 31, 2005, $11,485 of these costs have
been  charged to  operations  with the  remaining  $57,425  recorded  as prepaid
consulting  expense  as it  represents  payments  for  future  services  and the
warrants are fully-vested and non-forfeitable.  In March 2005 the Company issued
175,000 warrants to Gryffindor Capital Partners I, L.L.C.  pursuant to the terms
of the Second Amended and Restated Note dated November 26, 2004.  Interest costs
charged to operations were $117,568.

     (c) In February 2005, the Company entered into a redemption  agreement with
Cornell Capital  Partners to pay $50,000 of the Cornell  convertible  debt. As a
result,  the  unamortized  portion of the debt  discount of $27,715 and deferred
loan  costs  of  $20,702,   which   related  to  this  amount  at  the  date  of
extinguishments,  were recorded as a loss on extinguishment of debt. The Company
also  paid a  $5,000  prepayment  penalty  which  has been  recorded  as loss on
extinguishment of debt. As part of this redemption,  the Company has repurchased
the beneficial conversion feature related to the redeemed amount of $16,449.

     In March 2005, the Company  entered into a debt  conversion  agreement with
Cornell Capital Partners for $50,000 of its convertible debt which was converted
into  66,667  shares of common  stock at $0.75  per  share.  As a result of this
conversion, the unamortized portion of the debt discount of $24,890 and deferred
loan costs of $18,779,  which related to this amount at the date of  conversion,
have been recorded as additional interest expense.

     At March 31, 2005,  there was $650,000  outstanding  related to the Cornell
convertible debt.

     (d) During the three months ended March 31, 2005,  the Company  completed a
private placement transaction with 8 accredited investors, pursuant to which the
Company  sold 214,666  shares of common  stock at a purchase  price of $0.75 per
share, for an aggregate purchase price of $161,000.  In connection with the sale
of common stock,  the Company also issued  warrants to the investors to purchase
up to 322,000  shares of common  stock at an exercise  price of $1.00 per share.
The Company paid $16,100 and issued 80,500 warrants to Venture Catalyst,  LLC as
placement agent for this  transaction.  The cash costs have been off-set against
the proceeds received.

     (e) In March 2005,  the Company  entered  into  agreements  to issue Senior
Convertible  Debentures  to 2  accredited  investors  with  Network 1  Financial
Securities,  Inc. in the aggregate amount of $450,000 which is due together with
interest in March 2007.  This debt has a security  interest in the assets of the
Company.  The  Senior  Convertible  Debenture  in the amount of  $400,000  has a
maturity  date of March 10,  2007 and the Senior  Convertible  Debenture  in the
amount of $50,000 has a maturity  date of March 30,  2007,  and are  convertible
into shares of the  Company's  common stock at a per share  conversion  price of
$0.75.  Interest at the greater of (i) the prime rate (adjust monthly),  plus 4%
and (ii) 8% is due on a quarterly basis with the first  installment due June 30,
2005. At the time the interest is payable, upon certain conditions,  the Company
has the option to pay all or any  portion of accrued  interest in either cash or
shares of the  Company's  common  stock valued at 85%  multiplied  by the market
price as of the third trading date  immediately  preceding the interest  payment
date.  Under the senior  convertible  debentures,  for  purposes of  determining
market price as of any date,  market  price  means:  (i) the average of the last
reported  sale prices for the shares on the National  Association  of Securities
Dealers Inc.'s  Over-the-Counter  Bulletin Board,  for the five days immediately
preceding such date;  (ii) if the OTCBB is not the principal  trading market for
the  shares,  the  average of the last  reported  sale  prices on the  principal
trading  market  for the common  stock  during the same  period as  reported  by
Bloomberg,  L.P., or (iii) if unable to calculate on any of the foregoing bases,
as reasonable determined in good faith by the Board or an independent investment
back of nationally  recognized  standing in the valuation  businesses similar to
the business of the Company.

                                      -8-

     The Company may prepay the Senior Convertible  Debentures in full by paying
the  holders  the  greater  of  (i)  125%  multiplied  by the  sum of the  total
outstanding principal,  plus accrued and unpaid interest, plus default interest,
if any or (ii) the  highest  number  of shares of  common  stock  issuable  upon
conversion  of the total amount  calculated  pursuant to (i)  multiplied  by the
highest  market price for the common  stock  during the period  beginning on the
date until prepayment.

     On or after any event or series of events which  constitutes  a fundamental
change, the holder may, in its sole discretion,  require the Company to purchase
the  debentures,  from time to time,  in whole or in part,  at a purchase  price
equal to 110%  multiplied by the sum of the total  outstanding  principal,  plus
accrued and unpaid interest,  plus any other obligations otherwise due under the
debenture. Under the senior convertible debentures, fundamental change means (i)
any person becomes a beneficial owner of securities  representing 50% or more of
the (a)  outstanding  shares of common stock or (b) the combined voting power of
the then  outstanding  securities;  (ii) a merger or  consolidation  whereby the
voting  securities  outstanding  immediately  prior  thereto fail to continue to
represent  at least 50% of the combined  voting  power of the voting  securities
immediately  after  such  merger  or  consolidation;  (iii)  the  sale or  other
disposition of all or substantially all or the Company's  assets;  (iv) a change
in the  composition  of the Board within two years which results in fewer than a
majority of directors  are  directors as of the date of the  debenture;  (v) the
dissolution or liquidation of the Company;  or (vi) any transaction or series of
transactions that has the substantial effect of any of the foregoing.

     The Purchaser of the $400,000 debenture also purchased Class A Warrants and
Class B Warrants under the Securities Purchase  Agreement.  Class A Warrants are
exercisable  at any time between March 10, 2005 through and including  March 10,
2010.  Class B Warrants are  exercisable  for a period through and including 175
days  after  an  effective  registration  of the  common  stock  underlying  the
warrants. The per share exercise price of a Class A Warrant is $0.99 and the per
share exercise price of the Class B Warrant is $0.945.

     The Purchaser of the $50,000  debenture also purchased Class A Warrants and
Class B Warrants under the Securities Purchase  Agreement.  Class A Warrants are
exercisable  at any time between March 30, 2005 through and including  March 30,
2010.  Class B Warrants are  exercisable  for a period through and including 175
days  after  an  effective  registration  of the  common  stock  underlying  the
warrants.  The per share  exercise  price of a Class A Warrant is $0.935 and the
per share exercise price of the Class B Warrant is $0.8925.

     The  $450,000  proceeds  received  was  allocated  between the debt and the
warrants on a pro-rata basis.  The value of the warrants was determined  using a
Black-Scholes  option-pricing  model. The allocated fair value of these warrants
was $254,328 and was  recorded as a discount to the related  debt.  In addition,
the conversion  prices were lower than the market value of the Company's  common
stock on the date of issue. As a result, an additional  discount of $195,672 was
recorded for this beneficial  conversion feature.  The combined debt discount of
$450,000  is being  amortized  over the life of the  debt  using  the  effective
interest  method.  At March 31, 2005,  $11,575 has been  amortized  and has been
recorded as additional interest expense.

                                       -9-



5. STOCK-BASED COMPENSATION

     On  January  7,  2005,  the  Company  issued  1,200,000  stock  options  to
employees.  The options vest over four years with no 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 March 31, 2005.

     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, $3,938 of expense was recorded for the three months ended March
31, 2005. 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
                                                   Ended              Ended
                                                  March 31,           March 31,
                                                    2004              2003
                                              ---------------    ---------------
  Net loss, as reported                       $    (1,371,583)   $  (1,040,373)
  Add stock-based employee compensation
      expense included in reported net loss             3,938            3,903
  Less total stock-based employee compensation
      expense determined under the fair
      value based method for all awards              (144,500)        (283,438)
                                              ----------------   ---------------
  Pro forma net loss                          $    (1,512,145)   $  (1,319,908)
                                              ================   ===============
  Basic and diluted loss per common share,
       as reported                            $        (0.08)    $       (0.08)

  Basic and diluted loss per common share,
       pro forma                              $       (0.09)     $       (0.11)

                                       -10-



6.   Loan From Shareholder

     During  2002,  a  shareholder  who is also an  employee  and  member of the
Company's board of directors, loaned the Company $109,000. During 2003, the same
shareholder  loaned the Company an  additional  $40,000.  During 2005,  the same
shareholder  loaned the Company an additional  $50,000.  Interest on the loan is
5%,  compounded  monthly.  Principal is due on December 31, 2009 and interest is
payable  quarterly in arrears  beginning on June 30, 2003.  Accrued interest was
$17,779 and $9,384 at March 31, 2005 and 2004,  respectively.  Interest  expense
was $2,345 and $1,953 at March 31, 2005 and 2004, respectively.

7. SUBSEQUENT EVENTS

     On April 1, 2005,  the Company  entered  into  agreements  to issue  Senior
Convertible  Debentures  to  accredited  investors  in the  aggregate  amount of
$2,700,000  which is due together with  interest in March 2007.  This debt has a
security  interest  in  the  assets  of  the  Company.  The  Senior  Convertible
Debentures have a maturity date of March 30, 2007, are  convertible  into shares
of our common stock at a per share  conversion price of $0.75, and have the same
terms as those  described  more fully in Note 4(e).  Additionally,  the  Company
entered into a redemption  agreement for $650,000 of its  convertible  debt with
Cornell Capital Partners.

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  continues  to be  reasonably
assured due to our  financing in March and April 2005.  However,  our  long-term
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 year.  Our  current  plans also  include  minimal  purchases  of new
property,   plant  and  equipment,  and  significantly  increased  research  and
development.

                                     -11-

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 2005,  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 have
restarted 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.

Comparison of Three Months Ended March 31, 2005 and March 31, 2004.

     Revenues.  OTC Product Revenue  increased by $618 in the three months ended
March 31, 2005 to $2,394 from $1,776 in the three  months  ended March 31, 2004.
The increase in OTC Product Revenue  resulted  primarily from sales of Pure-ific
in retail  stores.  Medical  Device  Revenue  decreased  by $12,141 in the three
months ended March 31, 2005 to $984 from $13,125 in the three months ended March
31, 2004.  The decrease in Medical Device  Revenue  resulted  primarily due to a
large  beta unit  sale in the three  months  ended  March 31,  2004 that was not
repeated in the three months ended March 31, 2005,  partially offset by sales of
three smaller devices in the three months ended March 31, 2005.

     Research  and  development.  The Company is in the  planning  phase for the
major research and development  projects,  and therefore does not have estimated
completion dates,  completion costs and capital requirements for these projects.
The reason the Company  does not have this  information  available is because it
has not completed the 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
$293,027  for the three  months  ending  March 31, 2005  include  consulting  of
$89,083,  insurance of $23,592, legal of $44,821,  payroll of $129,931, and rent
and utilities of $5,600.  Research and development costs comprising the total of
$187,954 for the three months ending March 31, 2004 included  consulting expense
of $26,843,  lab  expense of $2,500,  insurance  of  $20,138,  legal of $29,048,
payroll of $103,825, and rent and utilities of $5,600.

     General and administrative.  General and administrative  expenses increased
by $105,073 in the three months ended March 31, 2005 to $582,751  from  $483,678
in the three months ended March 31, 2004. The increase  resulted  primarily from
higher consulting expenses for general corporate purposes.

                                      -12-


CASH FLOW

     As of April 1,  2005,  we held  approximately  $1,600,000  in cash.  At our
current cash expenditure rate, this amount 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  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. Excess cash will be used to finance the next phases
in clinical development of our pharmaceutical  products.  We anticipate that the
majority of the funds for our operating and  development  needs beyond 2005 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 Note 7 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-15(e)  under the
          Exchange  Act) as of March 31,  2005,  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.

                                      -13-


                                     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. Unregistered Sales of Equity Securities and Use of Proceeds.

     Recent Sales of Unregistered Securities

     During the three  months  ended March 31,  2005,  the  Company  completed a
private placement transaction with 8 accredited investors, pursuant to which the
Company  sold 214,666  shares of common  stock at a purchase  price of $0.75 per
share, for an aggregate purchase price of $161,000.  In connection with the sale
of common stock,  the Company also issued  warrants to the investors to purchase
up to  322,000  shares of our  common  stock at an  exercise  price of $1.00 per
share. The Company paid $16,100 and issued 80,500 warrants to Venture  Catalyst,
LLC as placement  agent for this  transaction.  The cash costs have been off-set
against  the  proceeds  received.  Proceeds  were  used  for  general  corporate
purposes.

Item 3. Defaults Upon Senior Securities.

        None.

Item 4. Submission of Matters to a Vote of Security Holders.
        None.

Item 5. Other Information.

        None.

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

(a)     Exhibits      

     4.1  Form  of  Secured  Convertible  Debenture  related  to the  Securities
          Purchase  Agreement  (as  defined  below),   incorporated   herein  by
          reference to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.2  Form of Class A Warrant related to the Securities  Purchase  Agreement
          (as defined below), incorporated herein by reference to Exhibit 4.2 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.3  Form of Class B Warrant related to the Securities  Purchase  Agreement
          (as defined below), incorporated herein by reference to Exhibit 4.3 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.4  Registration  Rights Agreement dated as of March 30, 2005 by and among
          the Company and the initial  investors  named  therein  related to the
          Securities Purchase Agreement (as defined below),  incorporated herein
          by reference to Exhibit 4.4 to the Company's Registration Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.5  Second  Amended and Restated  Senior  Secured  Convertible  Note dated
          November  26,  2004  related to  Gryffindor  Capital  Partners I, LLC,
          incorporated  herein by  reference  to  Exhibit  4.5 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.6  Common  Stock  Purchase  Warrant  dated  November  26,  2004 issued to
          Gryffindor  Capital  Partners  I,  L.L.C.,   incorporated   herein  by
          reference to Exhibit 4.6 to the  Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.7  Advisory Agreement with Duncan Capital Group, LLC dated March 1, 2005,
          incorporated  herein by  reference  to  Exhibit  4.8 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.8  Form of  Warrant  issued  to  Duncan  Capital  Group,  LLC  designees,
          incorporated  herein by  reference  to  Exhibit  4.9 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.9  Financial  Advisory and Investment  Agreement with Network 1 Financial
          Securities,  Inc.  dated  August  15,  2004,  incorporated  herein  by
          reference to Exhibit 4.10 to the Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.10 Form of Warrant issued to Damon D.  Testaverde and Network 1 Financial
          Securities,  Inc., incorporated herein by reference to Exhibit 4.11 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.11 Form of  Warrant  issued to  Selling  Securityholders  other  than the
          Purchasers,  incorporated  herein by  reference  to Exhibit 4.2 to the
          Company's Current Report on Form 8-K dated November 19, 2004, as filed
          with the SEC on November 19, 2004.

                                       -15-



     4.12 Finders Fee Agreement  with Centre Capital  Advisors,  LLC dated April
          19, 2004

     4.13 Form of Warrant issued to Centre Capital Advisors, LLC

     4.14 Advisory Agreement with Hunter Wise Securities,  LLC dated January 19,
          2005

     4.15 Form of Warrant  issued to Hunter Wise  Securities,  LLC and Daniel J.
          McCory

     10.1 Securities  Purchase Agreement dated as of March 30, 2005 by and among
          the  Company  and  the  buyers  named  therein  ("Securities  Purchase
          Agreement"),  incorporated  herein by reference to Exhibit 10.1 to the
          Company's Registration Statement on Form S-2, as filed with the SEC on
          May 16, 2005

     10.2 Amendment  No. 1 to  Transaction  Documents  with  Gryffindor  Capital
          Partners I, L.L.C.  dated  November 26, 2004,  incorporated  herein by
          reference to Exhibit 10.4 to the Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     31.1 Certification  Pursuant to Rule 13a-14(a) (Section 302 Certification),
          dated May 16, 2005,  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 May 16, 2005,  executed by Peter R.  Culpepper,  Chief Financial
          Officer of the Company.

     32.1 Certification   Pursuant   to  18  U.S.C.   ss.  1350   (Section   906
          Certification),  dated May 16, 2005, executed by H. Craig Dees, Ph.D.,
          Chief Executive Officer of the Company, and Peter R. Culpepper,  Chief
          Financial Officer of the Company.

(b)     Current Reports on Form 8-K.

        None


                                   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:    May 16, 2005


                                      -16-



                                  EXHIBIT INDEX

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

     4.1  Form  of  Secured  Convertible  Debenture  related  to the  Securities
          Purchase  Agreement  (as  defined  below),   incorporated   herein  by
          reference to Exhibit 4.1 to the  Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.2  Form of Class A Warrant related to the Securities  Purchase  Agreement
          (as defined below), incorporated herein by reference to Exhibit 4.2 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.3  Form of Class B Warrant related to the Securities  Purchase  Agreement
          (as defined below), incorporated herein by reference to Exhibit 4.3 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.4  Registration  Rights Agreement dated as of March 30, 2005 by and among
          the Company and the initial  investors  named  therein  related to the
          Securities Purchase Agreement (as defined below),  incorporated herein
          by reference to Exhibit 4.4 to the Company's Registration Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.5  Second  Amended and Restated  Senior  Secured  Convertible  Note dated
          November  26,  2004  related to  Gryffindor  Capital  Partners I, LLC,
          incorporated  herein by  reference  to  Exhibit  4.5 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.6  Common  Stock  Purchase  Warrant  dated  November  26,  2004 issued to
          Gryffindor  Capital  Partners  I,  L.L.C.,   incorporated   herein  by
          reference to Exhibit 4.6 to the  Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.7  Advisory Agreement with Duncan Capital Group, LLC dated March 1, 2005,
          incorporated  herein by  reference  to  Exhibit  4.8 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.8  Form of  Warrant  issued  to  Duncan  Capital  Group,  LLC  designees,
          incorporated  herein by  reference  to  Exhibit  4.9 to the  Company's
          Registration  Statement  on Form S-2, as filed with the SEC on May 16,
          2005

     4.9  Financial  Advisory and Investment  Agreement with Network 1 Financial
          Securities,  Inc.  dated  August  15,  2004,  incorporated  herein  by
          reference to Exhibit 4.10 to the Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     4.10 Form of Warrant issued to Damon D.  Testaverde and Network 1 Financial
          Securities,  Inc., incorporated herein by reference to Exhibit 4.11 to
          the  Company's  Registration  Statement on Form S-2, as filed with the
          SEC on May 16, 2005

     4.11 Form of  Warrant  issued to  Selling  Securityholders  other  than the
          Purchasers,  incorporated  herein by  reference  to Exhibit 4.2 to the
          Company's Current Report on Form 8-K dated November 19, 2004, as filed
          with the SEC on November 19, 2004.



     4.12 Finders Fee Agreement  with Centre Capital  Advisors,  LLC dated April
          19, 2004

     4.13 Form of Warrant issued to Centre Capital Advisors, LLC

     4.14 Advisory Agreement with Hunter Wise Securities,  LLC dated January 19,
          2005

     4.15 Form of Warrant  issued to Hunter Wise  Securities,  LLC and Daniel J.
          McCory

     10.1 Securities  Purchase Agreement dated as of March 30, 2005 by and among
          the  Company  and  the  buyers  named  therein  ("Securities  Purchase
          Agreement"),  incorporated  herein by reference to Exhibit 10.1 to the
          Company's Registration Statement on Form S-2, as filed with the SEC on
          May 16, 2005

     10.2 Amendment  No. 1 to  Transaction  Documents  with  Gryffindor  Capital
          Partners I, L.L.C.  dated  November 26, 2004,  incorporated  herein by
          reference to Exhibit 10.4 to the Company's  Registration  Statement on
          Form S-2, as filed with the SEC on May 16, 2005

     31.1 Certification  Pursuant to Rule 13a-14(a) (Section 302 Certification),
          dated May 16, 2005,  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 May 16, 2005,  executed by Peter R.  Culpepper,  Chief Financial
          Officer of the Company.

     32.1 Certification   Pursuant   to  18  U.S.C.   ss.  1350   (Section   906
          Certification),  dated May 16, 2005, executed by H. Craig Dees, Ph.D.,
          Chief Executive Officer of the Company, and Peter R. Culpepper,  Chief
          Financial Officer of the Company.