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 September 30, 2003

                                       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 November 14, 2003 was 10,187,689.

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



                         PROVECTUS PHARMACEUTICALS, INC.
                         QUARTERLY REPORT ON FORM 10-QSB

                                Table of Contents
                                                                            Page

Part I Financial Information...................................................1

     Item 1.    Financial Statements...........................................1
         Index To Consolidated Financial Statements........................... 1
         Consolidated Balance Sheets...........................................2
         Consolidated Statements of Operations.................................3
         Consolidated Statements of Stockholders' Equity.......................4
         Consolidated Statements of Cash Flows.................................5
         Notes to Consolidated Financial Statements............................7

     Item 2.    Management's Discussion and Analysis or Plan of Operation.....10

         Overview.............................................................10
         Going Concern........................................................12
         Plan of Operation....................................................13
         Forward-Looking Statements...........................................16

     Item 3.    Controls and Procedures.......................................16

Part II Other Information.....................................................17

     Item 1.    Legal Proceedings............................................ 17

     Item 2.    Changes in Securities and Use of Proceeds.....................17

     Item 3.    Defaults Upon Senior Securities...............................17

     Item 4.    Submission of Matters to a Vote of Security Holders...........17

     Item 5.    Other Information.............................................17

     Item 6.    Exhibits and Reports on Form 8-K..............................17

Signatures....................................................................18

Exhibit Index................................................................X-1



                                       i


                        PROVECTUS PHARMACEUTICALS, INC.
                        QUARTERLY REPORT ON FORM 10-QSB

                                     Part I
                              Financial Information

Item 1.  Financial Statements.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                            Page

     Consolidated Balance Sheets...............................................2

     Consolidated Statements of Operations.....................................3

     Consolidated Statements of Stockholders' Equity...........................4

     Consolidated Statements of Cash Flows.....................................5

     Notes to Consolidated Financial Statements................................7
















                                       1




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


                           Consolidated Balance Sheets



                                                                             September 30,         December 31,
                                                                                      2003                 2002
------------------------------------------------------------------------------------------------------------------
                                                                               (Unaudited)            (Audited)
                                                                                            

Assets

Current Assets
     Cash                                                                  $        12,193        $     717,833
     Inventory                                                                      72,578                    -
     Prepaid expenses                                                                9,149               35,481
     Prepaid consulting expense (Note 5(a) and (c))                                235,583                    -
------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               329,503              753,314
------------------------------------------------------------------------------------------------------------------

Equipment and Furnishings, less accumulated depreciation of
     $203,738 and $39,446                                                          162,437              471,429

Patents, net of amortization of $994,806 and $133,916                           19,042,754           19,903,644

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

                                                                           $    19,561,694        $   21,155,387
------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficit

Current Liabilities
     Accounts payable - trade                                              $       304,073        $      98,874
     Accrued compensation (Note 6)                                                 412,086               19,781
     Accrued expenses                                                              125,541               58,000
------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                          841,700              176,655
------------------------------------------------------------------------------------------------------------------

Loan From Stockholder                                                              149,000              109,000

Convertible Long-Term Debt (net of debt discount of $73,115
     and $120,344)                                                                 952,844              879,656

Stockholders' Equity
     Common stock; par value $.001 per share; 100,000,000 shares authorized;
         9,487,689 and 9,423,689 shares issued and
         outstanding, respectively                                                   9,488                9,424
     Paid-in capital                                                            27,500,474           27,102,406
     Accumulated deficit                                                        (9,891,812)          (7,121,754)
------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                      17,618,150           19,990,076
------------------------------------------------------------------------------------------------------------------

                                                                           $    19,561,694        $  21,155,387
------------------------------------------------------------------------------------------------------------------


                                 See accompanying notes to financial statements.



                                       2


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

                      Consolidated Statements of Operations



                                                Three               Three              Nine               Nine        Cumulative
                                         Months Ended        Months Ended      Months Ended       Months Ended           Through
                                        September 30,       September 30,     September 30,      September 30,     September 30,
                                                 2003                2002              2003               2002              2003
-----------------------------------------------------------------------------------------------------------------------------------
                                          (Unaudited)         (Unaudited)        Unaudited)        (Unaudited)       (Unaudited)
                                                                                                     
Operating Expenses
     Research and development         $        95,084       $           -     $     331,370       $      1,000      $    382,084
     General and administrative               570,697              44,000         1,518,039          6,459,250         8,440,985
     Amortization                             286,964                   -           860,891                  -           994,807
-----------------------------------------------------------------------------------------------------------------------------------

Total operating loss                         (952,745)            (44,000)       (2,710,300)        (6,460,250)       (9,817,876)

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

Net interest (expense) income                 (38,507)                  -          (114,758)                52          (128,936)
-----------------------------------------------------------------------------------------------------------------------------------

Net Loss Applicable to Common
     Stockholders                     $      (991,252)      $     (44,000)    $  (2,770,058)      $ (6,460,198)     $ (9,891,812)
-----------------------------------------------------------------------------------------------------------------------------------


Basic and Diluted Loss Per Common
     Share                                      (0.10)              (0.01)            (0.29)             (0.84)
----------------------------------------------------------------------------------------------------------------

Weighted Average Number of
         Common Shares
                Outstanding -                                                     9,553,591          7,645,685
             Basic and Diluted              9,721,022           8,645,763
----------------------------------------------------------------------------------------------------------------


                                 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       20,547,935                 -      20,548,435
     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                                   -                -                -        (5,805,556)     (5,805,556)
------------------------------------------------------------------------------------------------------------------------------------

Balance, at December 31, 2002                        9,423,689            9,424       27,102,406        (7,121,754)     19,990,076

     Issuance of stock for services                     64,000               64           22,736                 -          22,800
     Issuance of warrants for services                       -                -          124,479                 -         124,479
     Stock to be issued for services                         -                -          217,000                 -         217,000
     Employee compensation from stock options                -                -           33,853                 -          33,853
     Net loss for the nine months ended
         September 30, 2003                                  -                -                -        (2,770,058)     (2,770,058)
------------------------------------------------------------------------------------------------------------------------------------

Balance, at September 30, 2003                       9,487,689      $     9,488     $ 27,500,474       $(9,891,812)   $ 17,618,150
------------------------------------------------------------------------------------------------------------------------------------



                                 See accompanying notes to financial statements.



                                       4



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

                      Consolidated Statements of Cash Flows




                                                              Nine Months            For the Period            Cumulative
                                                                    Ended          From January 17,          Amounts From
                                                            September 30,       2002 (Inception) to      January 17, 2002
                                                                     2003        September 30, 2002            (Inception)
----------------------------------------------------------------------------------------------------------------------------
                                                              (Unaudited)             (Unaudited)              (Unaudited)
                                                                                                   

Cash Flows From Operating Activities
     Net loss                                             $    (2,770,058)         $     (6,460,198)        $   (9,891,812)
     Adjustments to reconcile net income to
         net cash used in operating activities
         Depreciation                                             187,293                         -               226,739
         Amortization of patents                                  860,890                         -               994,806
         Amortization of original issue discount                   47,229                         -                53,472
         Compensation through issuance of stock
              options                                              33,853                         -                33,853
         Compensation through issuance of
              stock                                                     -                   932,000               932,000
         Issuance of stock for services                            40,884                 5,504,000             5,544,884
         Issuance of warrants for services                         87,812                         -                87,812
         Gain on sale of fixed asset                              (55,000)                        -               (55,000)
         (Increase) decrease in assets
              Prepaid expenses                                     26,332                         -                (9,149)
              Inventory                                           (72,578)                        -               (72,578)
         Increase (decrease) in liabilities
              Accounts payable                                    205,199                         -               298,928
              Accrued expenses                                    459,846                         -               537,627
----------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                            (948,298)                  (24,198)           (1,318,418)
----------------------------------------------------------------------------------------------------------------------------

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

Net cash provided by investing activities                         176,699                         -               176,699
----------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
     Proceeds from loans from stockholder                          40,000                         -               150,500
     Proceeds from convertible debt                                25,959                         -             1,025,959
     Proceeds from sale of common stock                                 -                    25,000                25,000
     Proceeds from exercise of warrants                                 -                         -                   453
     Purchase and retirement of common stock                            -                         -               (48,000)
----------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                          65,959                    25,000             1,153,912
----------------------------------------------------------------------------------------------------------------------------


                                 See accompanying notes to financial statements.

                                       5





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



                                                                      Nine             For the Period            Cumulative
                                                              Months Ended           From January 17,          Amounts From
                                                             September 30,        2002 (Inception) to      January 17, 2002
                                                                      2003         September 30, 2002           (Inception)
------------------------------------------------------------------------------------------------------------------------------
                                                               (Unaudited)               (Unaudited)            (Unaudited)
                                                                                                     

         NET CHANGE IN CASH                                  $    (705,640)                $      802         $      12,193

Cash, at beginning of period                                       717,833                          -                     -
------------------------------------------------------------------------------------------------------------------------------

Cash, at end of period                                       $      12,193                 $      802         $      12,193
------------------------------------------------------------------------------------------------------------------------------


Supplemental Noncash Financing Activities
     Stock and warrants issued to consultants  for prepaid  services of $235,583
in 2003.




                                 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  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
nine months  ended  September  30, 2003 are not  necessarily  indicative  of the
results that may be expected for the year ended December 31, 2003.

2.   GOING CONCERN

     The  Company  will  continue to require  additional  capital to develop its
products  and  develop  sales  and  distribution   channels  for  its  products.
Management  believes there are a number of potential  alternatives  available to
meet the Company's  continuing  capital  requirements,  including  proceeding as
rapidly as possible with the development of  over-the-counter  products that can
be sold with a minimum of regulatory  compliance and developing  revenue sources
through licensing of our existing intellectual property portfolio.  In addition,
the Company is pursuing actively  additional debt and/or equity capital in order
to support ongoing  operations.  There can be no assurance that the Company will
be  able  to  obtain  sufficient  additional  working  capital  on  commercially
reasonable terms or conditions, or at all.

     The  accompanying  financial  statements  have been  prepared  assuming the
Company  will  continue as a going  concern.  Continuing  as a going  concern is
dependent upon successfully  obtaining  additional  working capital as described
above.  The financial  statements do not include any  adjustments to reflect the
possible future effects on the  recoverability  and classification of assets and
amounts and classifications of liabilities that might result from the outcome of
this uncertainty.

3.   RECAPITALIZATION AND MERGER

     On April 23, 2002, Provectus Pharmaceutical, Inc., a Nevada corporation and
a "blank check" public  company,  acquired  Provectus  Pharmaceuticals,  Inc., a
privately held Tennessee  corporation  ("PPI"),  by issuing  6,680,000 shares of
common stock of Provectus  Pharmaceutical to the stockholders of PPI in exchange
for all of the  issued  and  outstanding  shares  of PPI,  as a result  of which
Provectus  Pharmaceutical  changed its name to Provectus  Pharmaceuticals,  Inc.
(the "Company") and PPI became a wholly owned subsidiary of the Company.

     For financial reporting purposes, the transaction has been reflected in the
accompanying financial statements as a recapitalization of PPI and the financial
statements  reflect  the  historical  financial  information  of PPI  which  was
incorporated on January 17, 2002.

     The   issuance  of   6,680,000   shares  of  common   stock  of   Provectus
Pharmaceutical,  Inc.  to the  stockholders  of PPI in  exchange  for all of the
issued and  outstanding  shares of PPI was done in anticipation of PPI acquiring
Valley Pharmaceuticals, Inc. which owned the intellectual property to be used in
the Company's operations.

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 September 30, 2003 are
405,000 warrants,  352,000 options and 1,519,466 shares issuable upon conversion
of  convertible  debt and  interest.  Additionally,  the Company is committed to
issue 80,000 warrants.

                                       7



5.   EQUITY TRANSACTIONS

     (a) In 2003,  the Company  issued 64,000 shares to  consultants in exchange
for services  rendered,  consisting  of 29,000 shares issued in January 2003 and
35,000 shares issued in March 2003.  Consulting costs charged to operations were
$22,800.

     In  September  2003,  the  Company  committed  to issue  700,000  shares to
consultants  in exchange  for services  rendered.  Consulting  costs  charged to
operations were $18,084.  At September 30, 2003, $198,916 has been classified as
prepaid consulting expense as this amount represents payments for services to be
provided in the future.

     (b) 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 set forth
in  Accounting  Principles  Board  Opinion No. 25 for stock  options  granted to
employees and directors.

     On May 29, 2003, the Company issued 352,000 stock options to employees. The
options vest over three years with 88,000 options  vesting on the date of grant.
The exercise  prices range from $0.26 to $0.32 and all options were  outstanding
at  September  30,  2003.  The  exercise  price for all options is less than the
market price on the date of grant. Accordingly,  compensation expense of $33,853
has been recorded in 2003.

     For stock options  granted to employees  during the second quarter of 2003,
the  Company  has  estimated  the fair value of each  option  granted  using the
Black-Scholes option pricing model with the following assumptions:

                                                                            2003
        ------------------------------------------------------------------------

            Weighted average fair value per options granted               $ 0.60

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


     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         Nine Months
                                                 Ended               Ended
                                               September 30,       September 30,
                                                   2003                2003
--------------------------------------------------------------------------------
Net loss, as reported                         $  (991,252)        $  (2,770,058)
Add stock based employee compensation
    expense included in reported net loss           6,347                33,853
Less total stock-based employee
    compensation expense determined under
    the fair value based method for all
    awards                                        (13,200)              (70,400)
--------------------------------------------------------------------------------
Pro forma net loss                            $  (998,105)        $  (2,806,605)
--------------------------------------------------------------------------------

Basic and diluted loss per common share, as
    reported                                  $     (0.10)        $       (0.29)
Basic and diluted loss per common share, pro
    forma                                     $     (0.10         $       (0.29)

                                       8



     (c) The  Company  applies  the  recognition  provisions  of SFAS  No.  123,
"Accounting for Stock-Based  Compensation,"  in accounting for stock options and
warrants  issued to  nonemployees.  In January 2003,  the Company  issued 25,000
warrants to a consultant for services rendered. In February,  the Company issued
360,000  warrants to a consultant  of which 180,000  warrants were  cancelled in
August 2003 due to the  termination  of the  consulting  contract.  In September
2003,  the Company issued  200,000  warrants to two  consultants in exchange for
services  rendered.  As the fair market value of these  services was not readily
determinable,  these  services  were  valued  based  on the fair  market  value,
determined using the  Black-Scholes  option pricing model. Fair market value for
the warrants ranged from $0.20 to $0.51.  Consulting costs charged to operations
were  $87,812.  At September  30, 2003,  $36,667 has been  classified as prepaid
consulting  expense  as this  amount  represents  payments  for  services  to be
provided in the future.

6.   ACCRUED COMPENSATION

     Accrued  compensation  at September 30, 2003 consists of 2003 third quarter
salaries  which  had not been paid due to  limited  cash  resources  and a bonus
accrual the Company has committed to pay employees for services rendered through
September  30,  2003.  Approximately  $319,000  of  accrued  compensation  is to
individuals who are significant stockholders in the Company.

7.   INVENTORY

     Inventory, consisting principally of finished goods, is stated at the lower
of cost or market. Cost is determined using a first-in, first-out method.




                                       9





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.

OVERVIEW

History

     Provectus    Pharmaceuticals,    Inc.,   formerly   known   as   "Provectus
Pharmaceutical, Inc." and "SPM Group, Inc.," was incorporated under Colorado law
on May 1,  1978.  SPM  Group,  Inc.  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,  Inc.  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 of Reorganization
between Provectus  Pharmaceutical and PPI was approved by the written consent of
a majority of the outstanding  shares of Provectus  Pharmaceutical,  pursuant to
which  6,680,000  shares  of  common  stock  of  Provectus  Pharmaceutical  were
exchanged  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 the Company.
For accounting  purposes,  this transaction was treated as a recapitalization of
PPI and the  issuance of shares of PPI for  Provectus  Pharmaceutical,  Inc. The
historical  financial  information set forth in this report is PPI's  historical
financial statements from the date of PPI's incorporation, January 17, 2002.

     On  November   19,  2002,   Provectus   Pharmaceuticals   acquired   Valley
Pharmaceuticals,   Inc.  ("Valley"),   a  privately-held  Tennessee  corporation
formerly  known as Photogen,  Inc., by merging its  subsidiary PPI with and into
Valley and naming the surviving corporation "Xantech  Pharmaceuticals,  Inc." By
acquiring  Valley,  we  acquired  our  most  important   intellectual  property,
including issued U.S. patents and patentable inventions,  which we intend to use
to develop:

     o    prescription drugs and over-the-counter pharmaceutical products in the
          fields  of  dermatology  and  oncology,

     o    medical  and  other  devices   (including   laser   devices),   and

     o    technologies  for  the  preparation  of  human  and  animal  vaccines,
          diagnosis  of   infectious   diseases  and  enhanced   production   of
          genetically engineered drugs.

     Prior to its  acquisition,  Valley was considered to be in the  development
stage and had not generated any revenues from the assets we acquired.

     On  December  5, 2002,  Provectus  Pharmaceuticals  acquired  the assets of
Pure-ific L.L.C., a Utah limited liability  company,  and created a wholly owned
subsidiary,  Pure-ific  Corporation,  to operate  that  business.  By  acquiring
Pure-ific  L.L.C., we acquired the product  formulations for Pure-ific  personal
sanitizing sprays, along with the "Pure-ific" trademarks. With this acquisition,
we intend to  continue  development  and have begun to market a line of personal
sanitizing  sprays and related  products  to be sold over the counter  under the
"Pure-ific" brand name.

Description Of Business

     Provectus Pharmaceuticals,  Inc., a Nevada corporation  ("Provectus"),  and
its two wholly owned subsidiaries, Xantech Pharmaceuticals, Inc. ("Xantech") and
Pure-ific  Corporation  ("Pure-ific"),  develop,  license and market and plan to
sell products in three sectors of the healthcare industry:

                                       10



o        Over-the-counter ("OTC") products;

o        Prescription drugs; and

o        Medical device systems.

     We manage Provectus, Xantech and Pure-ific on an integrated basis, and when
we refer  to "we" or "us" or "the  Company"  in this  Quarterly  Report  on Form
10-QSB,  we refer to all three  corporations  considered  as a single unit.  Our
principal  executive  offices  are located at 7327 Oak Ridge  Highway,  Suite A,
Knoxville, Tennessee 37931, telephone 865/769-4011.

     Through  discovery  and  use of  state-of-the-art  scientific  and  medical
technologies, the founders of our pharmaceutical business have developed a suite
of core technologies  that support multiple  products in the prescription  drug,
OTC products,  and medical device  categories.  Our  prescription  drug products
encompass  the areas of  dermatology  and oncology and involve  several types of
drugs,  including  those  produced by advanced  biotechnology  methods.  Our OTC
products address markets primarily  involving skincare  applications,  while our
medical device systems include therapeutic and cosmetic laser technologies.

Over-the-Counter Pharmaceuticals

     Our OTC products are designed to be safer and more specific than  competing
products. Our technologies offer practical solutions for a number of intractable
maladies,  using  ingredients that have limited or no side effects compared with
existing products.

     We have  developed  GloveAid,  a hand  cream with both  antiperspirant  and
antibacterial  properties,  to increase  the comfort of users'  hands during and
after the wearing of disposable  gloves. Our Pure-ific line of products includes
Pure-ific,  a quick drying aerosol spray that  immediately  kills up to 99.9% of
germs on skin and prevents  regrowth for over 6 hours.  Pure-ific  products help
prevent the spread of germs and thus complement our other OTC products  designed
to treat irritated skin or skin conditions  such as acne,  eczema,  dandruff and
fungal infections.  We began limited  distribution of Pure-ific during the first
half of  2003,  including  direct  sales  through  a  Company-operated  internet
website.  During this time our Pure-ific website has been successfully  launched
enabling  fulfillment of online orders. We also have begun limited  distribution
of Pure-ific in Mexico and Central America. We intend to continue developing our
distribution  network  for these  products  and expect to expand  the  Pure-ific
product line to include additional applications.

     A number of dermatological  conditions,  including  psoriasis,  eczema, and
acne, may result from a superficial  infection  which  triggers an  overwhelming
immune response.  We anticipate  developing OTC products similar to the GloveAid
line for the treatment of mild to moderate cases of psoriasis, eczema, and acne.

Prescription Drugs

     We are  developing  a number of  prescription  drugs  which we expect  will
provide minimally  invasive treatment of chronic severe skin afflictions such as
psoriasis,  eczema, and acne; and several life-threatening cancers such as those
of the liver,  breast and  prostate.  We believe that our products will be safer
and more  specific than  currently  existing  products.  Use of topical or other
direct delivery formulations allows these potent products to be conveniently and
effectively  delivered only to diseased  tissues,  thereby enhancing both safety
and  effectiveness.  All of these products are in the  pre-clinical  or clinical
trial stage.

Dermatology

     Our most  advanced  prescription  drug  candidate  for treatment of topical
diseases on the skin is Xantryl,  a topical gel. PV-10, the active ingredient in
Xantryl, is "photoactive": it reacts to light of certain wavelengths, increasing
its therapeutic  effects.  PV-10 also concentrates in diseased or damaged tissue
but quickly  dissipates  from healthy  tissue.  By  developing a  "photodynamic"
treatment regimen (one which combines a photoactive substance with activation by
a source emitting a particular  wavelength of light) around these two properties
of PV-10, we can deliver a higher  therapeutic effect at lower dosages of active
ingredient,  thus minimizing  potential side effects  including damage to nearby
healthy  tissues.  PV-10  is  especially  responsive  to green  light,  which is
strongly  absorbed by the skin and thus only  penetrates  the body to a depth of
several  millimeters.  For this reason,  we have developed

                                       11




Xantryl  combined  with  green-light  activation  for  topical  use  in  surface
applications  where  serious  damage could  result if medicinal  effects were to
occur in deeper tissues.  We are researching the use of Xantryl with green-light
activation  to  treat  multiple  dermatological   conditions,   including  acute
psoriasis, actinic keratosis, and severe acne.

Oncology

     Oncology is another  major  market  where our planned  products  may afford
competitive advantage compared to currently available options. We are developing
Provecta,  a sterile injectible form of PV-10, for direct injection into tumors.
Because PV-10 is retained in diseased or damaged  tissue but quickly  dissipates
from healthy tissue,  we believe we can develop therapies that confine treatment
to  cancerous  tissue and reduce  collateral  impact on healthy  tissue.  We are
researching  the use of PV-10 for the treatment of cancers of the liver,  breast
and prostate.

Medical Devices

     We are  developing  medical  device  technologies  that  address  two major
markets:

     o    cosmetic treatments,  such as reduction of wrinkles and elimination of
          spider veins and other cosmetic blemishes; and

     o    therapeutic   uses,   including   photoactivation   of  Xantryl  other
          prescription  drugs  and  non-surgical  destruction  of  certain  skin
          cancers.

     We expect to develop medical devices through partnerships with or licensure
to third-party  device  manufacturers  or, if appropriate  opportunities  arise,
through acquisition of one or more device manufacturers.

Research and Development

     We have placed most  research  activities on hold as we attempt to conserve
available capital and achieve full  capitalization of the Company through equity
and convertible debt offerings, generation of product revenues, and other means.
In the interim,  we are maintaining our research facilities in anticipation of a
resumption  of our  research  programs.  All ongoing  research  and  development
activities  are  directed  toward   supporting  our  OTC  product  launches  and
maintaining our intellectual property portfolio.

GOING CONCERN

     In  connection  with  their  audit  report  on our  consolidated  financial
statements as of December 31, 2002, BDO Seidman LLP, our  independent  certified
public accountants, expressed substantial doubt about our ability to continue as
a going concern because such  continuance is dependent upon our ability to raise
capital or achieve profitable operations.

     Our  technologies  are in early stages of  development.  We have  generated
minimal  initial  revenues  from  sales and  operations  but we do not expect to
generate  sufficient revenues to enable us to be profitable for several calendar
quarters.  In November  2002,  we obtained $1 million  from  Gryffindor  Capital
Partners I, L.L.C., a Delaware limited liability company  ("Gryffindor") through
the sale, pursuant to a Convertible Secured Promissory Note and Warrant Purchase
Agreement  dated  November  26, 2002 (the  "Gryffindor  Agreement")  between the
Company  and  Gryffindor,  of our  Convertible  Secured  Promissory  Note  dated
November  26, 2002 in the original  principal  amount of $1 million (the "Note")
and Common Stock Purchase Warrants dated November 26, 2002 (the "Warrants").  In
addition,   at  critical  junctures  during  2002  and  2003  we  have  obtained
approximately  $149,000 in additional funding through short-term loans from Eric
A.  Wachter,  our Vice  President  -  Pharmaceuticals,  a member of our Board of
Directors,  and a major  stockholder.  These funds  allowed us to  complete  our
planned corporate  reorganization and acquisitions,  complete initial production
runs  for  several  of  our  OTC  products,  and  maintain  our  facilities  and
intellectual  property  portfolio.  We require  additional  funding to  continue
initial  production  and  distribution  of OTC  products  in  order  to  achieve
meaningful  sales volumes.  In addition,  we must raise  substantial  additional
funds in order  to fully  implement  our  integrated  business  plan,  including
execution  of the next  phases in  clinical  development  of our  pharmaceutical
products and resumption of research programs currently suspended.

                                       12




     Ultimately,  we must achieve profitable operations if we are to be a viable
entity.  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
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  successfully  raise the needed funds, we cannot assure
you that we will be able to  raise  sufficient  capital  to  sustain  operations
before we can commence revenue generation or that we will be able to achieve, or
maintain, a level of profitability sufficient to meet our operating expenses.

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
assembled a unique combination of OTC products and core intellectual properties.
This combination  represents the foundation for a successful  operating  company
that we believe will provide both short-term profitability and long-term growth.
In 2003,  through  careful  control  of  expenditures,  commencing  sales of OTC
products,  and issuance of debt and equity,  we plan to build on that foundation
to increase stockholder 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 FDA approval 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. In the near term
we do not intend to hire any additional staff or make any capital expenditures.

Cash Flow

     As of September  30, 2003, we held  approximately  $12,193 in cash. We have
reduced our cash expenditure rate by suspending  payment of salaries and most of
our research programs;  in addition,  we are seeking to improve our cash flow by
commencing sales of OTC products.  Even with these reductions,  however,  at our
current  expenditure  rate this amount will be sufficient to meet our needs only
until the end of November 2003. Moreover, even if we are successful in improving
our current cash flow position,  we nonetheless will require additional funds to
meet our short-term  and long-term  needs.  We anticipate  these funds will come
from the proceeds of private  placements  or public  offerings of debt or equity
securities, but we cannot assure you that we will be able to obtain such funds.

Capital Resources

     As  noted  above,  our  present  cash  flow is not  sufficient  to meet our
short-term  operating  needs for  initial  production  and  distribution  of OTC
products in order to achieve  meaningful  sales  volumes,  much less to meet our
longer-term  needs for investment in our business through  execution of 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 2003 will come from the
proceeds of private placements or public offerings of debt or equity securities.
Additionally, we sold a piece of equipment which was not needed for research and
development  activities.  We are currently in discussions  with multiple funding
sources and feel confident  adequate  operating funding and development  funding
will result.  While we believe that we have reasonable basis for our expectation
that we will be able to raise additional funds, we cannot give you an assurances
that we will be able to do so on commercially reasonable terms. In addition, any
such financing may result in significant dilution to stockholders.

Market Outlook

     Our planned products are divided into three classes:

     o    OTC products addressing the skincare markets;

     o    Prescription  pharmaceuticals  addressing the dermatology and oncology
          markets; and

     o    Medical devices.


                                       13




         Our estimates of the size of the markets for each of these three
planned product classes are set forth in the following table:

                                                   Approximate Annual Value
         Product Area                               of Sales in U.S. Market
----------------------------------------------  -------------------------------
                                                          (millions)

         OTC Products

              Personal hygiene...................      $         100

              Disposable glove care..............                100

              Acne (all grades)..................              2,100

         Prescription Pharmaceuticals

              Psoriasis..........................              1,500

              Liver, breast and prostate cancer..              1,000

         Medical Devices

              Medical device systems.............                250

Skincare

     We are developing OTC products for three areas in the skincare market:

     1. personal hygiene products;

     2. hand care products for workers who use disposable gloves; and

     3. products for treatment of acne.

     In the future,  we expect to develop  products for additional  areas in the
skincare market, including treatments for psoriasis,  eczema, and various fungal
infections such as dandruff and athlete's foot.

     Personal Hygiene.  Our Pure-ific brand of OTC products includes a number of
topical  antibacterial  products  that  address  the  personal  hygiene  market,
including a hand  sanitizer  that  immediately  kills germs on skin and prevents
regrowth for over six hours.  We believe that annual  retail sales in the United
States of hand sanitizers are approximately  $100 million;  this figure excludes
sales of antibacterial  sprays such as Lysol(R),  which we estimate at more than
$1.2 billion in annual U.S. sales.  We anticipate  extending our Pure-ific brand
to include additional products that leverage  technologies utilized in our other
skincare products.

     Disposable   Glove  Care.  We  estimate  that  annual  wholesale  sales  of
disposable  gloves in the U.S. are over $1.2 billion,  including $530 million in
sales to the acute care or hospital market, $560 million in sales to the medical
laboratory  and  non-hospital  market,  and $100  million in sales to the dental
market. Use of gloves for protection in other areas, including airport security,
food preparation,  sanitation,  blood banks, research facilities, mail handling,
police and fire personnel, is rapidly growing as concerns over possible exposure
to biological or other hazards  increase.  We further  anticipate that consumers
will spend comparable amounts on hand care products as on the gloves themselves.

     Acne.  Acne affects an estimated 20 million people in the U.S. at any given
time. 85% of all people aged 12 to 25 will experience  acne problems,  while 59%
of women aged 25 to 39 suffer  from this  affliction.  70% percent of adult acne
sufferers,  and an even a higher fraction of teenagers,  rely on self-medication
to treat their acne. OTC products for treatment of mild- to moderate-grade  acne
generally are sold through  department  stores,  supermarkets,  and drug stores;
combined  sales of these  products  are believed to have  exceeded  $800 million
dollars in the year 2000 and were expected to increase by approximately  10% per
year.  In addition to these OTC products,  Frost & Sullivan  have  estimated the
U.S. prescription acne care market at $1.3 billion, with over 7.7 million visits
to physicians in 2001 for treatment of severe acne.

                                       14



     Other Skincare. We anticipate that the formulations of our OTC products and
prescription drugs can be sued to treat other conditions of the skin,  including
psoriasis,  eczema,  and fungal  infections such as dandruff and athlete's foot.
There are  approximately  5 million  psoriasis  patients in the U.S.,  with over
150,000 new cases diagnosed every year. In the U.S., the total cost of psoriasis
treatment  was $2.9  billion in 1995.  The  numbers  are  similar for eczema and
fungal   infections.   We  believe  these   represent   extremely  large  future
opportunities for our skincare products.

Prescription Pharmaceuticals

     We are  developing  prescription  drugs for the treatment of certain severe
dermatological  conditions  such as psoriasis,  and for the treatment of serious
cancers, including those of the liver, breast, and prostate.

     Acute   Psoriasis.   Psoriasis  is  a  chronic   skin   disease   affecting
approximately  5 million  Americans,  with  over  150,000  new  cases  diagnosed
annually. The cause of psoriasis is unknown and there is no cure. Thus, patients
typically   undergo   prolonged   care  over  a  period  of  years  to  decades.
Approximately  2.5  million  psoriasis  patients  are  treated  annually by U.S.
physicians   (primarily   dermatologists),   comprising   an  estimated   annual
expenditure  of  $1.5  billion  for  treatment  in the  mid-1990s.  More  recent
estimates  project a $1-2 billion market  opportunity for new therapies  divided
among several multi-hundred-million dollar products.

     Liver Cancer.  Hepatocellular carcinoma, or HCC, accounts for approximately
90% of all liver  tumors and is the most  common  solid-organ  tumor  worldwide,
causing over 1 million  deaths  annually.  HCC is associated  with chronic liver
injury  from viral  hepatitis  (hepatitis  B and C), and has  attained  epidemic
proportions  among  men aged 25 to 34 in  eastern  Asia,  tropical  Africa,  and
southern Italy.  Although  currently of relatively low incidence in the U.S. and
Europe,  the rapid rise in hepatitis  infection in these regions  signifies that
this may soon change. In contrast,  the primary form of liver cancer in the U.S.
currently  is  metastatic  colorectal  carcinoma  (155,000  new cases and 60,000
deaths  annually,  with a 6% five-year  survival rate).  The current standard of
care for these forms of liver cancer is ablative therapy (via localized  ethanol
injection,  cryosurgery,  or  radiofrequency  ablation).  A  combined  five-year
survival rate of 33% for these therapies  demonstrates the pressing need for new
therapeutic approaches in a worldwide market estimated at over $500 million.

     Breast Cancer.  The American  Cancer Society  estimates that  approximately
205,000 new cases of  invasive  breast  cancer,  and over 54,000 new cases of in
situ breast  cancer,  will occur in the U.S. in 2002,  leading to  approximately
40,000 deaths. Current treatments (lumpectomy,  mastectomy,  removal of regional
lymph nodes, radiation therapy, chemotherapy, and hormone therapy) are expensive
and associated with  unacceptable side effects.  While five-year  survival rates
are excellent for  localized  tumors (96%),  this rate drops to 21% once distant
metastasis has occurred.  This illustrates  that surgical  excision and standard
adjuvant  treatments  (such as  chemotherapy  and radiation) are  ineffective at
eliminating metastatic cells that have migrated from the primary treatment site.
New,  minimally-invasive  treatment  modalities for breast cancer may have broad
applicability to this therapeutic market estimated at well over $1 billion.

     Prostate Cancer.  The American Cancer Society estimates that  approximately
190,000 U.S. men are afflicted annually with cancer of the prostate,  leading to
over 30,000 deaths.  As with breast cancer,  surgical  resection,  chemotherapy,
radiation therapy,  and immunotherapy  comprise the standard  treatments for the
majority of cases, and can result in serious, permanent side effects. We believe
that  new,  minimally-invasive  modalities  - such as  direct  injection  of our
prescription  drug Provecta into prostate tumors - may have broad  applicability
to this  therapeutic  market  as a  neoadjuvant  or  primary  form  of  therapy,
providing  an entry  into a  therapeutic  market  estimated  at well  over  $500
million.

Medical Device Systems

     This  market area  comprises  two  sectors:  cosmetic  treatments,  such as
non-ablative  wrinkle reduction,  elimination of spider veins and other cosmetic
blemishes,  and laser hair reduction; and therapeutic uses, including activation
of certain of the  Company's  light-activated  drugs.  Additional  areas include
non-surgical destruction of skin cancers and removal of unwanted moles and other
hyperpigmented  features. The U.S. medical laser market exceeded $1.6 billion in
2000, while the market for wrinkle reduction and hair reduction systems alone is
currently in excess of $100 million annually. We believe that we can develop new
markets for laser devices,  significantly  in

                                       15



addition to the current market for these devices, as a result of the development
of  therapies  consisting  of  photoactivation  of  the  our  prescription  drug
products.

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,  which
was filed  with the SEC on April 15,  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 September
     30, 2003, 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.



                                       16




                                     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

     During the three  months  ended  September  30,  2003,  we did not sell any
securities  which  were not  registered  under the  Securities  Act of 1933,  as
amended (the "Securities Act").

Item 3.  Defaults Upon Senior Securities.

     No response is required to this item.

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

     During the three months  ended  September  30, 2003,  we did not submit any
matters to a vote of security holders.

Item 5.  Other Information.

     The Company  received a purchase  order dated as of September 15, 2003 from
Carl Zeiss MicroImaging,  Inc. ("Zeiss"). This purchase order covers a prototype
signal processor for use with laboratory  microscopes and utilizes the Company's
proprietary  technologies described in its U.S. Patents 6,519,076 and 6,525,862.
Under the terms of this purchase order, we will provide Zeiss with the prototype
on or about  December 15, 2003.  Subsequent to receipt of the  prototype,  Zeiss
will  evaluate  its  potential  for  use  in  conjunction  with  certain  of its
microscopy  instrumentation.  If Zeiss determines that it can  commercialize our
technologies,  then we expect to enter into  negotiation of a license  agreement
with Zeiss covering the  underlying  intellectual  property.  We can give you no
assurance that Zeiss will determine that it can  commercialize  our technologies
or that we will be able to successfully  execute  licensure of our  intellectual
property.

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

(a)  Exhibits.  Exhibits required by Item 601 of Regulation S-B are incorporated
     herein by reference  and are listed on the attached  Exhibit  Index,  which
     begins on page X-1 of this Quarterly Report on Form 10-QSB.

(b)  Reports on Form 8-K. During the fiscal quarter ended September 30, 2003, we
     did not file any Current Reports on Form 8-K.



                                       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:    November 14, 2003




                                       18





                                  EXHIBIT INDEX
                                  -------------

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

     3.1  Restated Articles of Incorporation of Provectus Pharmaceuticals, Inc.,
          a Nevada  corporation  ("Provectus"),  incorporated  by  reference  to
          Exhibit 3.1 to the Company's  Quarterly  Report on Form 10-QSB for the
          fiscal  quarter  ended June 30, 2003,  as filed with the SEC on August
          14, 2003.

     3.2  Bylaws of Provectus,  incorporated  by reference to Exhibit 3.2 to the
          Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
          March 31, 2003, as filed with the SEC on May 9, 2003.

  4.2.1*  Convertible  Secured  Promissory Note and Warrant Purchase Agreement
          dated as of November 26, 2002 between Provectus and Gryffindor Capital
          Partners I, L.L.C. ("Gryffindor"), incorporated herein by reference to
          Exhibit 4.1 to the Company's Current Report on Form 8-K dated November
          26, 2002, as filed with the SEC on December 10, 2002.

  4.2.2   Letter  Agreement  dated  January  31,  2003  between   Provectus  and
          Gryffindor,  incorporated  herein by reference to Exhibit 4.2.2 to the
          Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
          March 31, 2003, as filed with the SEC on May 9, 2003.

    4.3   Amended and Restated  Convertible Secured Promissory Note of Provectus
          dated January 31, 2003, issued to Gryffindor, reference to Exhibit 4.3
          to the  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
          quarter ended March 31, 2003, as filed with the SEC on May 9, 2003.

    4.6*  Stock Pledge Agreement dated as of November 26, 2002 between Provectus
          and Gryffindor, incorporated herein by reference to Exhibit 4.5 to the
          Company's Current Report on Form 8-K dated November 26, 2002, as filed
          with the SEC on December 10, 2002.

    4.7   Guaranty dated November 26, 2002 from Xantech Pharmaceuticals, Inc., a
          Tennessee  corporation  and a wholly  owned  subsidiary  of  Provectus
          ("Xantech"),  to  Gryffindor,  incorporated  herein  by  reference  to
          Exhibit 4.6 to the Company's Current Report on Form 8-K dated November
          26, 2002, as filed with the SEC on December 10, 2002.

    4.8   Form  of  Security  Agreement  between  the  Company  and  Gryffindor,
          incorporated  herein by  reference  to  Exhibit  4.7 to the  Company's
          Current  Report on Form 8-K dated November 26, 2002, as filed with the
          SEC on December 10, 2002.

    4.9   Form of Patent and License Security  Agreement between the Company and
          Gryffindor,  incorporated  herein by  reference  to Exhibit 4.8 to the
          Company's Current Report on Form 8-K dated November 26, 2002, as filed
          with the SEC on December 10, 2002.

    4.10  Form of Trademark Collateral Assignment and Security Agreement between
          the  Company  and  Gryffindor,  incorporated  herein by  reference  to
          Exhibit 4.9 to the Company's Current Report on Form 8-K dated November
          26, 2002, as filed with the SEC on December 10, 2002.

                                      X-1




    4.11  Form  of  Copyright   Security   Agreement  between  the  Company  and
          Gryffindor,  incorporated  herein by  reference to Exhibit 4.10 to the
          Company's Current Report on Form 8-K dated November 26, 2002, as filed
          with the SEC on December 10, 2002.

    4.16* Promissory Note of Provectus  dated December 31, 2002,  issued to Eric
          A. Wachter.

   10.2** Provectus  Pharmaceuticals,  Inc.  Amended and  Restated  2002 Stock
          Plan,  incorporated  herein  by  reference  to  Exhibit  10.2  to  the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 2003, filed with the SEC on August 14, 2003.

   10.14**Settlement  Agreement  dated as of June 16,  2003 among  Kelly  Adams,
          Justeene   Blankenship,   Nicholas  Julian,   and  Pacific  Management
          Services,  Inc.; and Provectus and Xantech,  incorporated by reference
          to Exhibit  10.14 to the  Company's  Current  Report on Form 8-K dated
          June 16, 2003, as filed with the SEC on June 26, 2003.

   10.15* Material   Transfer  Agreement  dated  as  of  July 31,  2003  between
          Schering-Plough Animal Health Corporation, a Delaware corporation, and
          Provectus,  incorporated  herein by  reference  to Exhibit 10.2 to the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 2003, filed with the SEC on August 14, 2003.

   31.1+  Certification  Pursuant to Rule 13a-14(a) (Section 302 Certification),
          dated  November  14,  2003,  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  November  14,  2003,  executed  by  Daniel R.  Hamilton,  Chief
          Financial Officer of the Company.

   32.1+  Certification   Pursuant   to   18   U.S.C.ss.   1350   (Section   906
          Certification),  dated  August 14,  2003,  executed  by H. Craig Dees,
          Ph.D., Chief Executive Officer of the Company, and Daniel R. Hamilton,
          Chief Financial Officer of the Company.
---------------

     *    The  Company  agrees by this filing to  supplementally  furnish to the
          SEC, upon  request,  a copy of the exhibits  and/or  schedules to this
          agreement.

     **   Management compensation contract or plan.

     +    Filed herewith.









                                      X-2





                                                                    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:    November 14, 2003
                                              /s/ H. Craig Dees
                                              ----------------------------------
                                              H. Craig Dees, Ph.D. Chief
                                              Executive Officer









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


                         Provectus Pharmaceuticals, Inc.

                    Certification Pursuant to Rule 13a-14(a)
                            Section 302 Certification


     I,  Daniel  R.  Hamilton,   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:    November 14, 2003
                                            /s/ Daniel R. Hamilton
                                            ------------------------------------
                                            Daniel R. Hamilton
                                            Chief Financial Officer








                                                                    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 Daniel R. Hamilton,  the
     Chief Financial Officer of the Company, hereby certify that:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the quarter ended
          September  30, 2003,  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 November 14, 2003.


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


                                            /s/ Daniel R. Hamilton
                                           -------------------------------------
                                           Daniel R. Hamilton
                                           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.