As filed with the Securities and Exchange Commission on April 7, 2004
                                                     Registration No. 333-112762
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-2


                                Amendment No. 1


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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                         PROVECTUS PHARMACEUTICALS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Nevada                          2834                        90-0233011
--------------------------------------------------------------------------------
(State or other jurisdiction of      (Primary Standard          (I.R.S. Employer
 incorporation or organization)   Industrial Classification       Identification
                                        Code Number)                     Number)

   7327 Oak Ridge Highway, Suite A, Knoxville, Tennessee 37931, (865) 769-4011
--------------------------------------------------------------------------------
     (Address, including zip code, and telephone number, including area code
                  of registrant's principal executive offices)
            ---------------------------------------------------------

                             Timothy C. Scott, Ph.D.
                                    President
                         Provectus Pharmaceuticals, Inc.
                         7327 Oak Ridge Highway, Suite A
                           Knoxville, Tennessee 37931
                                 (865) 769-4011

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:


                            Linda Crouch-McCreadie, Esq.
                   Baker Donelson Bearman Caldwell & Berkowitz
                              207 Mockingbird Lane
                                    Suite 300
                          Johnson City, Tennessee 37904
                                 (423) 928-0181



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


     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of the  registration  statement until such time
that all of the shares of common stock registered hereunder have been sold.

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

     If the  registrant  elects to deliver its latest  annual report to security
holders, or a complete and legible facsimile thereof,  pursuant to Item 11(a)(1)
of this Form, check the following box: [X]



     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE



                                                                  Proposed                 Proposed
                                                                  maximum                   Maximum       Amount of
Title of each class of securities        Amount to be          offering price              aggregate     registration
         to be registered               registered (1)           per share              offering price       fee
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  


Common Stock, $.001 par value                1,980,004   (2)            $1.46    (4)      $2,890,805.84       $366.27
Common Stock, $.001 par value                  395,000   (3)            $1.46    (4)         576,700.00         73.07
Common Stock, $.001 par value                   54,000   (3)            $1.33    (5)          71,820.00          9.10
                                          ------------                -------             -------------    ----------
                                             2,429,004                                    $3,539,325.84       $448.44 (6)

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


     (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration  Statement  also covers  such  indeterminate  number of  additional
shares of the Registrant's  Common Stock, $0.001 par value (the "Common Stock"),
as may be issuable upon conversion of the Registrant's 8% Convertible Debentures
(the  "Convertible  Debentures")  and exercise of the  Warrants (as  hereinafter
defined) and the Other  Warrants (as  hereinafter  defined) to prevent  dilution
resulting from stock splits, stock dividends or similar transactions.

     (2) Represents  150% of (a) up to 666,667 shares of Common Stock,  issuable
upon  conversion of $500,000 in aggregate  principal  amount of the  Convertible
Debentures, at a per share conversion price of $0.75, (b) up to 53,335 shares of
Common Stock issuable upon conversion of the Convertible Debentures with respect
to interest  accrued  thereon  through the  maturity  date  thereof on the first
anniversary  of their  issuance,  and (c) up to 600,000  shares of Common  Stock
issuable upon exercise of warrants  ("Warrants")  issued in connection  with the
Convertible  Debentures.  The shares registered also include the shares, if any,
issuable  to the  holders  of the  Convertible  Debentures  or the  Warrants  as
liquidated  damages or as a result of adjustments  to the  conversion  prices of
those debentures or warrants.

     (3)  Represents  (a)  shares  of  Common  Stock  held  by  certain  selling
shareholders  and (b) shares of Common Stock  issuable  upon exercise of certain
other warrants ("Other  Warrants") held by certain selling  shareholders who are
not holders of the Convertible Debentures.

     (4) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon
the  average of the high and low sale price of the Common  Stock as  reported on
the OTC Electronic Bulletin Board on February 5, 2004.


     (5) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon
the  average of the high and low sale price of the Common  Stock as  reported on
the OTC Electronic Bulletin Board on March 31, 2004.

     (6) A total of $439.34 was  previously  paid by Provectus  Pharmaceuticals,
Inc. in  connection  with the filing of its  Registration  Statement on Form S-3
(Registration No. 333-111982) on January 16, 2004 and its Registration Statement
on Form S-2 (Registration No. 333-112762) on February 12, 2004.


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

     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================

                                       2



                   SUBJECT TO COMPLETION, DATED APRIL 7, 2004


PROSPECTUS

                         PROVECTUS PHARMACEUTICALS, INC.


                        2,429,004 Shares of Common Stock

     This  prospectus  relates  to the  sale  by  the  selling  shareholders  of
2,429,004 shares of our common stock, par value $0.001.


     The  selling  shareholders  may sell the  shares  from  time to time at the
prevailing market price or in negotiated  transactions.  We will not receive any
of the proceeds from the sale of the shares by the selling shareholders. We have
agreed to pay the expenses in connection with the registration of these shares.

     Each of the selling  shareholders may be deemed to be an  "underwriter," as
such term is defined  in the  Securities  Act of 1933,  which we refer to as the
"Securities Act."

     Our  common  stock is quoted on the OTC  Electronic  Bulletin  Board of the
National Association of Securities Dealers under the trading symbol "PVCT".

     AS YOU REVIEW THIS PROSPECTUS,  YOU SHOULD  CAREFULLY  CONSIDER THE MATTERS
DESCRIBED IN "RISK FACTORS" BEGINNING ON PAGE 8.

     Neither the  Securities and Exchange  Commission,  which we refer to as the
"SEC," nor any state securities  commission has approved or disapproved of these
securities  or  passed on the  adequacy  or  accuracy  of this  prospectus.  Any
representation to the contrary is a criminal offense.

     The date of this prospectus is _______ ___, 2004.

     YOU SHOULD RELY ONLY ON THE  INFORMATION  CONTAINED IN THIS  DOCUMENT OR TO
WHICH WE HAVE  REFERRED YOU. WE HAVE NOT  AUTHORIZED  ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT.  THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES.  THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                                       3




                                TABLE OF CONTENTS



Prospectus Summary.............................................................5
Recent Developments............................................................8
Risk Factors...................................................................8
Use Of Proceeds...............................................................14
Agreements With The Convertible Debenture Holders.............................14
Description Of Other Transactions.............................................15
Selling Shareholders..........................................................16
Description Of Securities.....................................................17
Plan Of Distribution..........................................................18
Indemnification Of Officers And Directors.....................................19
Where You Can Find More Information About Us..................................21
Incorporation Of Certain Information By Reference.............................21
Experts.......................................................................22
Legal Matters.................................................................22

Exhibit "A" - Form 10KSB for fiscal year ended December 31, 2003.............A-1




..














                                       4



                               Prospectus Summary


     You should  read the  following  summary  together  with the more  detailed
information  and  consolidated  financial  statements  and related notes thereto
appearing  elsewhere in this  prospectus  and in the documents  incorporated  by
reference in this prospectus.  You should read the entire prospectus,  including
the documents incorporated by reference in this prospectus, before you invest in
our common stock.  This  prospectus  contains  forward-looking  statements.  The
outcome of the events described in these  forward-looking  statements is subject
to  risks,  and  actual  results  could  differ  materially.  Read  this  entire
prospectus  carefully,  especially  the risks  described  under "Risk  Factors."
Unless  otherwise  indicated,  "we," "us," "our" and similar  terms,  as well as
references to the "Company" and "Provectus," refer to Provectus Pharmaceuticals,
Inc. and its subsidiaries and not to the selling shareholders.


Our Company

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


     o    Over-the-counter products, which we refer to as "OTC products;"


     o    Prescription drugs; and

     o    medical device systems.


     Through  discovery  and  use of  state-of-the-art  scientific  and  medical
technologies,  the  founders of our  pharmaceutical  business  have  developed a
portfolio of patented,  patentable,  and proprietary  technologies  that support
multiple  products in the  prescription  drug,  medical  device and OTC products
categories  (including  patented  technologies for: (a) treatment of cancer; (b)
novel therapeutic  medical devices;  (c) enhancing  contrast in medical imaging;
(d) improving signal  processing during  biomedical  imaging;  and (e) enhancing
production of biotechnology  products). Our prescription drug products encompass
the  areas of  dermatology  and  oncology  and  involve  several  types of small
molecule-based  drugs.  Our  medical  device  systems  include  therapeutic  and
cosmetic  lasers,  while our OTC products  address markets  primarily  involving
skincare  applications.  None of our  prescription  drug products or our medical
device  systems  are  currently  being  sold  as  their  development  is not yet
complete. We have, however,  initiated sales and distribution of our OTC product
Pure-ific  via our website  www.pureific.com,  and expect to report  small-scale
sales at March 31, 2004.  We did not  recognize  revenue from these sales during
2002, as the amount of sales was  immaterial.  We are not currently  selling our
other OTC products.

     Our company faces significant risks.  Because of our continuing losses, the
high  probability that we will continue to incur  substantial  losses during the
next few years and our need for  additional  capital to fund our  development of
pharmaceutical  products, our independent accountants included a "going concern"
uncertainty  in their audit report on our audited  financial  statements for the
year ended December 31, 2003.  The "going  concern"  uncertainty  signifies that
substantial doubt exists about our ability to continue in business. Prior to the
first  quarter of 2004,  we did not  recognize  any  revenues  and the  revenues
recognized  during  the first  quarter  of 2004 are not  sufficient  to meet our
capital needs. As of December 31, 2003, our accumulated deficit was $10,753,800.
We only have four  employees and our future  success  depends  significantly  on
these  employees.  Please see the  section  of this  prospectus  entitled  "Risk
Factors" for more information about the risks faced by us.

     This  prospectus is accompanied by our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003.


     Our principal executive office is located at 7327 Oak Ridge Highway,  Suite
A, Knoxville, Tennessee 37931, telephone 865/769-4011.


                                       5



Risk Factors

     Investing  in shares of our common stock  involves  significant  risk.  You
should  consider the information  under the caption "Risk Factors"  beginning on
page 8 of this  prospectus  in  deciding  whether to purchase  the common  stock
offered under this prospectus.

Our 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  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,  which
we refer to as "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.  As a result,
holders  of  6,680,000  shares  of  common  stock  of  Provectus  Pharmaceutical
exchanged their shares 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.
For accounting purposes, we treat this transaction as a recapitalization of PPI.


     On  November  19,  2002,  we  acquired  Valley  Pharmaceuticals,   Inc.,  a
privately-held  Tennessee  corporation  formerly  known as  Photogen,  Inc.,  by
merging  our  subsidiary  PPI with and into  Valley  and  naming  the  surviving
corporation "Xantech  Pharmaceuticals,  Inc." Photogen,  Inc. was separated from
Photogen  Technologies,   Inc.  in  a  non-prorata  split-off  to  some  of  its
shareholders.  The assets of Photogen, Inc. consisted primarily of the equipment
and intangibles related to its therapeutic  activity.  The majority shareholders
of Valley  were also the  majority  shareholders  of  Provectus.  Valley  had no
revenues prior to the transaction with us. By acquiring  Valley, we acquired our
most  important  intellectual  property,   including  issued  U.S.  patents  and
patentable inventions, with which we intend to develop:

     o    prescription  drugs,   medical  and  other  devices  (including  laser
          devices) in the fields of dermatology and oncology; and

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


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

     On December 5, 2002,  we 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. We acquired the product formulations for
Pure-ific personal sanitizing sprays, along with the "Pure-ific" trademarks.  We
intend to continue  product  development  and begin to market a line of personal
sanitizing  sprays and related  products  to be sold over the counter  under the
"Pure-ific" brand name.


     We sold small  amounts of one of our products,  Pure-ific,  during 2003. We
did not recognize the revenue from these sales because we do not consider  these
sales to be  material  as  total  sales of this  product  in 2003 was less  than
$1,000.


                                       6



The Offering


Securities offered    2,429,004 shares of common stock. (1)


Use of proceeds       We  will not  receive  any  proceeds  from the sale of the
                      common stock by the selling  shareholders.  Please see the
                      section of this  prospectus entitled "Use of Proceeds" for
                      more information.

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

     (1)  As of December 31, 2003. Includes:

     o    150% of (a) up to 666,667  shares of our common  stock  issuable  upon
          conversion of $500,000 in aggregate  principal  amount of our one year
          8% Convertible  Debentures at a per share  conversion  price of $0.75,
          (b) up to 53,335 shares of common stock  issuable  upon  conversion of
          the debentures with respect to accrued  interest  through the maturity
          date of the  debentures,  and (c) up to 600,000 shares of common stock
          issuable  upon  exercise of  warrants  issued in  connection  with the
          debentures;

     o    69,000   shares  of  common   stock  held  by  some  of  the   selling
          shareholders; and


     o    380,000  shares of common stock  issuable  upon exercise of some other
          warrants held by some of the selling  shareholders who are not holders
          of the debentures


The shares described in the first clause above also include the shares,  if any,
we may issue to the holders of the debentures or warrants as liquidated  damages
or as a result of adjustment to those debentures and warrants. For a description
of the agreements between us and the holders of the debentures,  see the section
of this prospectus entitled "Agreements with the Convertible Debenture Holders."

















                                       7



                                  Risk Factors

     Before you purchase our securities, you should carefully consider the risks
described  below  and  the  other  information  contained  in  this  prospectus,
including our financial  statements and related notes. The risks described below
are not the only ones facing our company.  Additional  risks not presently known
to us or  that we  currently  deem  immaterial  may  also  impair  our  business
operations.  If any of the  adverse  events  described  in this  "Risk  Factors"
section  actually  occurs,  our business,  results of  operations  and financial
condition could be materially  adversely affected and you might lose all or part
of your investment.

Our independent  auditors have expressed  substantial doubt about our ability to
continue as a going concern.


     Our independent public  accountants have expressed  substantial doubt about
our ability to continue as a going  concern in their  report on our December 31,
2003  financial  statements.  Currently,  our  continuance as a going concern 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.
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.

     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.  We  cannot  assure  you  that we  will  be  able to  raise
sufficient  capital to sustain operations before we reach an acceptable level of
revenue generation or that we will be able to achieve,  or maintain,  a level of
profitability  sufficient to meet our operating expenses and continue as a going
concern.

Because of our limited operations and the fact that we are currently  generating
limited revenue, we may be unable to pay our debts when they become due.

     We currently  have  $1,674,959 in debt,  net of a debt discount of $499,675
and $100,021 of accrued interest on our balance sheet,  consisting of $1,025,959
in  principal  and $88,000 in accrued  but unpaid  interest  owed to  Gryffindor
pursuant to the Note;  $500,000 in principal and $4,590 in accrued interest owed
to the holders of our debentures and $149,000 in principal and $7,431 in accrued
interest owed to Dr.  Wachter.  The amounts due to Gryffindor and to the holders
of are  debentures  are due in November 2004 and the amounts due to Dr.  Wachter
are  due in  2009.  Because  of the  convertible  nature  of the  debt  owed  to
Gryffindor and to the holders of the convertible debentures,  we may not have to
repay  this  debt if the debt is  converted  into  shares of our  common  stock.
However,  we can not assure  you that this debt will be  converted  into  common
stock  and we may have to repay  this  indebtedness.  We are  trying  to  secure
additional  financing,  but have not yet  succeeded  in doing so. Our ability to
satisfy our current debt service  obligations and any additional  obligations we
might incur will depend upon our future  financial  and  operating  performance,
which,  in turn, is subject to prevailing  economic  conditions  and  financial,
business,  competitive,  legislative and regulatory  factors,  many of which are
beyond  our  control.  If our cash flow and  capital  resources  continue  to be
insufficient to fund our debt service obligations, we may be forced to reduce or
delay planned  acquisitions,  expansion and capital  expenditures,  sell assets,
obtain  additional  equity capital or restructure  our debt.  Additionally,  our
creditors  could  accelerate  our  payment  obligations,   commence  foreclosure
proceedings  against our assets or force us into bankruptcy or  liquidation.  In
such events,  any proceeds may not be  sufficient to pay off our  creditors.  We
cannot assure you that our operating  results,  cash flow and capital  resources
will be sufficient for payment of our debt service and other  obligations in the
future.


We will need  additional  capital to conduct  our  operations  and  develop  our
products, and our ability to obtain the necessary funding is uncertain.


     We will  require  substantial  capital  resources  in order to conduct  our
operations  and develop our  products.  We estimate  that our  existing  capital
resources  will be  sufficient to fund our current and planned  operations  only
through August 31, 2004, and we may need additional  capital at an earlier date.
We have based this estimate on  assumptions  that may prove to be wrong,  and we
cannot assure that estimates and assumptions will remain unchanged. For example,
we are  currently  assuming  that  we  will  continue  to  operate  without  any
significant staff or other resources expansion.  We intend to acquire additional
funding through public or private equity  financings or other financing  sources
that may be available.  Additional  financing may not be available on acceptable
terms, or at all, and our independent  auditors' going concern qualification may
make  it  more  difficult  for us to  obtain  additional  funding  to  meet  our
objectives. As discussed in more detail below, additional equity financing could
result in  significant  dilution  to  shareholders.  Further,  in the event that
additional funds are obtained


                                       8

through licensing or other  arrangements,  these  arrangements may require us to
relinquish  rights to some of our technologies,  product  candidates or products
that we  would  otherwise  seek  to  develop  and  commercialize  ourselves.  If
sufficient  capital is not  available,  we may be required to delay,  reduce the
scope of or eliminate one or more of our product  development  programs,  any of
which could have a material  adverse  effect on our  business and may impair the
value of our patents and other intangible assets.

Existing shareholders may face dilution from our financing efforts.

     We must raise  additional  capital  from  external  sources to execute  our
business plan. We plan to issue debt securities, capital stock, or a combination
of these securities.  We may not be able to sell these securities,  particularly
under current market conditions. Even if we are successful in finding buyers for
our  securities,  the buyers could demand high  interest  rates or require us to
agree to onerous  operating  covenants,  which could in turn harm our ability to
operate our business by reducing  our cash flow and  restricting  our  operating
activities.  If we were to sell our  capital  stock,  we might be forced to sell
shares at a depressed market price,  which could result in substantial  dilution
to our existing  shareholders.  In addition,  any shares of capital stock we may
issue may have  rights,  privileges,  and  preferences  superior to those of our
common shareholders.

The prescription  drug and medical device products in our internal  pipeline are
at an early stage of development, and they may fail in subsequent development or
commercialization.

     We are  continuing  to pursue  clinical  development  of our most  advanced
pharmaceutical  drug products,  Xantryl and Provecta,  for use as treatments for
specific  conditions.  These products and other  pharmaceutical drug and medical
device  products  that we are  currently  developing  will  require  significant
additional research, formulation and manufacturing development, and pre-clinical
and   extensive   clinical   testing   prior   to   regulatory   licensure   and
commercialization.  Pre-clinical and clinical studies of our pharmaceutical drug
and medical device products under development may not demonstrate the safety and
efficacy   necessary  to  obtain  regulatory   approvals.   Pharmaceutical   and
biotechnology  companies have suffered significant setbacks in advanced clinical
trials,   even  after   experiencing   promising   results  in  earlier  trials.
Pharmaceutical  drug and medical device  products that appear to be promising at
early stages of development may not reach the market or be marketed successfully
for a number of reasons, including the following:

     o    a product may be found to be  ineffective or have harmful side effects
          during subsequent pre-clinical testing or clinical trials,

     o    a product may fail to receive necessary regulatory clearance,

     o    a product may be too difficult to manufacture on a large scale,

     o    a product may be too expensive to manufacture or market,

     o    a product may not achieve broad market acceptance,

     o    others may hold  proprietary  rights that will  prevent a product from
          being marketed, or

     o    others may market equivalent or superior products.

     We do not  expect  any  pharmaceutical  drug  products  or  medical  device
products  that we are  developing  to be  commercially  available  for at  least
several years, if at all. Our research and product  development  efforts may not
be successfully completed and may not result in any successfully  commercialized
products.  Further, after commercial introduction of a new product, discovery of
problems  through  adverse event  reporting  could result in restrictions on the
product,  including  withdrawal from the market and, in certain cases,  civil or
criminal penalties.


Our OTC  products are at an early stage of  introduction,  and we cannot be sure
that  they  will be  widely  accepted  in the  marketplace  or that we will have
adequate  capital to market and distribute these products which are an important
factor in the future success of our business.

     We recently have begun marketing GloveAid and Pure-ific,  our first two OTC
products,  on a limited  basis.  We have not  recognized  any revenue from these
products,  as the sales of these products have not been material. We anticipate,
however,  recognizing a very limited amount of revenue from small-scale sales of
these products  during the first quarter of 2004. In order for these products to
become commercially successful,  we must increase significantly our distribution
of them. Increasing distribution of these products requires, in turn, that we or
distributors  representing us increase  marketing of these products.  In view of
our limited  financial  resources,  we may be unable to afford  increases in our
marketing  of our OTC products  sufficient  to improve our  distribution  of our
products.  Even if we can and do increase our marketing of our OTC products,  we
cannot  give  you  any  assurances  that  we  can   successfully   increase  our
distribution of our products.


                                       9




     If we do begin  increasing our  distribution  of our OTC products,  we must
increase  our  production  of these  products in order to fill our  distribution
channels.  Increased production will require additional financial resources that
we do not have at present. Additionally, we may succeed in increasing production
without  succeeding  in  increasing  sales,  which could  leave us with  excess,
possibly unsaleable, inventory.

     If we are unable to  successfully  introduce,  market and distribute  these
products,  our business,  financial  condition,  results of operations  and cash
flows could be materially adversely affected.


Competition in the  prescription  drug,  medical device and OTC  pharmaceuticals
markets is intense, and we may be unable to succeed if our competitors have more
funding or better marketing.

     The pharmaceutical and biotechnology  industries are intensely competitive.
Other  pharmaceutical  and  biotechnology  companies and research  organizations
currently  engage in or have in the past engaged in research  efforts related to
treatment of dermatological conditions or cancers of the skin, liver and breast,
which could lead to the  development of products or therapies that could compete
directly with the prescription drug, medical device and OTC products that we are
seeking to develop and market.

     Many companies are also  developing  alternative  therapies to treat cancer
and dermatological conditions and, in this regard, are our competitors.  Many of
the pharmaceutical  companies  developing and marketing these competing products
have significantly greater financial resources and expertise than we do in:

     o    research and development,

     o    manufacturing,

     o    preclinical and clinical testing,

     o    obtaining regulatory approvals, and

     o    marketing.

     Smaller   companies   may  also  prove  to  be   significant   competitors,
particularly  through  collaborative  arrangements  with  large and  established
companies.  Academic  institutions,  government  agencies  and other  public and
private research organizations also may conduct research, seek patent protection
and establish collaborative arrangements for research,  clinical development and
marketing of products similar to ours. These companies and institutions  compete
with  us  in  recruiting  and  retaining  qualified  scientific  and  management
personnel as well as in acquiring technologies complementary to our programs.

     In  addition to the above  factors,  we expect to face  competition  in the
following areas:

     o    product efficacy and safety;

     o    the timing and scope of regulatory consents;

     o    availability of resources;

     o    reimbursement coverage;

     o    price; and

     o    patent position,  including the potentially  dominant patent positions
          of others.

     As a result of the foregoing, our competitors may develop more effective or
more affordable  products or achieve earlier product  commercialization  than we
do.


Product  Competition.  Additionally,  since our currently  marketed products are
generally  established and commonly sold,  they are subject to competition  from
products with similar qualities.

     Our OTC product Pure-ific competes in the market with other hand sanitizing
products, including in particular, the following hand sanitizers:

     o    Purell (manufactured by GOJO Industries),

     o    Avagard D (manufactured by 3M) and


                                       10




     o    a large  number of  generic  and  private-label  equivalents  to these
          market leaders.

     Our OTC product  GloveAid  represents  a new product  category  that has no
direct  competitors;  however,  other types of  products,  such as  AloeTouch(R)
disposable gloves  (manufactured by Medline  Industries)  target the same market
niche.

     Since our  prescription  products  Provecta  and Xantryl  have not yet been
approved by the FDA or introduced to the  marketplace,  we cannot  estimate what
competition  these products might face when they are finally  introduced,  if at
all.  We  cannot  assure  you that  these  products  will  not face  significant
competition for other prescription drugs and generic equivalents.

If we are unable to secure or enforce patent rights,  trademarks,  trade secrets
or other intellectual property our business could be harmed.

     We may not be  successful  in securing or  maintaining  proprietary  patent
protection for our products or products and  technologies we develop or license.
In addition,  our competitors may develop products similar to ours using methods
and  technologies  that  are  beyond  the  scope  of our  intellectual  property
protection, which could reduce our anticipated sales. While some of our products
have proprietary patent protection,  a challenge to these patents can be subject
to  expensive  litigation.   Litigation  concerning  patents,   other  forms  of
intellectual property and proprietary technology is becoming more widespread and
can be protracted and expensive and can distract  management and other personnel
from performing their duties for us.

     We also  rely upon  trade  secrets,  unpatented  proprietary  know-how  and
continuing  technological innovation in order to develop a competitive position.
We cannot assure you that others will not  independently  develop  substantially
equivalent proprietary technology and techniques or otherwise gain access to our
trade  secrets  and  technology,  or that we can  adequately  protect  our trade
secrets and technology.

     If we are  unable to secure or enforce  patent  rights,  trademarks,  trade
secrets or other  intellectual  property,  our  business,  financial  condition,
results of operations and cash flows could be materially adversely affected.

If we infringe on the  intellectual  property of others,  our business  could be
harmed.

     We could be sued for infringing patents or other intellectual property that
purportedly cover products and/or methods of using such products held by persons
other than us. Litigation  arising from an alleged  infringement could result in
removal  from the  market,  or a  substantial  delay in, or  prevention  of, the
introduction of our products,  any of which could have a material adverse effect
on our business, financial condition, or results of operations and cash flows.


If we do not update and enhance our technologies, they will become obsolete.


     The pharmaceutical  market is characterized by rapid technological  change,
and our future success will depend on our ability to conduct successful research
in our fields of  expertise,  to discover new  technologies  as a result of that
research,  to develop products based on our  technologies,  and to commercialize
those products. While we believe that are current technology is adequate for our
present needs, if we fail to stay at the forefront of technological development,
we will be unable to compete effectively.  Our competitors are using substantial
resources  to  develop  new  pharmaceutical  technologies  and to  commercialize
products  based on those  technologies.  Accordingly,  our  technologies  may be
rendered  obsolete by advances in existing  technologies  or the  development of
different technologies by one or more of our current or future competitors.


If we lose any of our key personnel,  we may be unable to  successfully  execute
our business plan.


     Our business is presently managed by four key employees:


     o    H. Craig Dees, Ph.D., our Chief Executive Officer;

     o    Timothy C. Scott, Ph.D., our President;

     o    Eric A. Wachter, Ph.D., our Vice President-Pharmaceuticals; and


     o    Peter R. Culpepper, CPA, our Chief Financial Officer.

     In  addition  to  their  responsibilities  for  management  of our  overall
business strategy, Drs. Dees, Scott and Wachter are our chief researchers in the
fields in which we are  developing  and planning to develop  prescription  drug,
medical device and OTC products.  Also, as of December 31, 2003, we owe $352,500
in accrued but unpaid  compensation  to our employees,  most of which is owed to
Drs. Dees, Scott and Wachter.  The loss of any of these key employees could have
a material  adverse


                                       11




effect on our operations,  and our ability to execute our business plan might be
negatively impacted.  Any of these key employees may leave their employment with
us if they  choose to do so,  and we cannot  assure you that we would be able to
hire similarly qualified executives if any of our key employees should choose to
leave.

Because  we  have  only  four  employees,   our  management  may  be  unable  to
successfully manage our business.


     In order to  successfully  execute our business plan,  our management  must
succeed in all of the following critical areas:

     o    Researching   diseases  and   possible   therapies  in  the  areas  of
          dermatology and skin care, oncology, and biotechnology;

     o    Developing prescription drug, medical device and OTC products based on
          our research;

     o    Marketing and selling developed products;

     o    Obtaining   additional  capital  to  finance  research,   development,
          production and marketing of our products; and

     o    Managing our business as it grows.


     As discussed above, we currently have only four employees,  all of whom are
full-time  employees.  The  greatest  burden of  succeeding  in the above  areas
therefore  falls on Drs. Dees,  Scott and Wachter.  Focusing on any one of these
areas may divert  their  attention  from our other  areas of  concern  and could
affect our ability to manage other aspects of our business. We cannot assure you
that our management will be able to succeed in all of these areas or, even if we
do so succeed,  that our business will be successful as a result.  We anticipate
adding a part-time  regulatory affairs officer, a part-time lab technician and a
part-time  office manager within the next year.  While we have not  historically
had  difficulty in attracting  employees,  our small size and limited  operating
history  may make it  difficult  for us to attract and retain  employees  in the
future which could further  divert  managements  attention from the operation of
our business.


Our common stock price can be volatile because of several  factors,  including a
limited public float.

     During the  twelve-month  period ended December 31, 2003, the sale price of
our common stock  fluctuated  from $2.00 to $0.20 per share. We believe that our
common stock is subject to wide price  fluctuations  because of several factors,
including:

     o    absence of meaningful earnings and external financing;

     o    a relatively  thin trading  market for our common stock,  which causes
          trades of small  blocks of stock to have a  significant  impact on our
          stock price;

     o    general volatility of the stock markets and the market prices of other
          publicly traded companies; and

     o    investor  sentiment  regarding  equity  markets  generally,  including
          public  perception of corporate ethics and governance and the accuracy
          and transparency of financial reporting.


We have raised substantial amounts of capital in private placements from time to
time,  and if we have  failed to comply  with  applicable  laws and  regulations
applicable  to these  private  placements,  we could be  required  to repay this
capital to investors  and could be subject to legal action by the  investors and
by state and federal securities regulators.

     We have offered and sold securities in private  placements in reliance upon
exemptions  from the  registration  requirements  of the SEC and state agencies.
These exemptions are highly  technical in nature and if we inadvertently  failed
to comply with the  requirements of any of the exemptive  provisions,  investors
might have the right to rescind  their  purchase  of our  securities  or sue for
damages.  If one or more  investors  were to  successfully  seek  rescission  or
prevail  in any  suit,  we  could  face  severe  financial  demands  that  could
materially and adversely  affect our financial  position.  Further,  the SEC and
state  agencies  could take  action  against us that could  divert  management's
attention  from  the  operation  of our  business,  cause  us to pay  fines  and
penalties and cause us to have to repay  investors  their  original  investment,
among other things.


                                       12



Financings  that  may  be  available  to  us  under  current  market  conditions
frequently  involve  sales at prices  below the prices at which our common stock
trades  on the  Over  the  Counter  Electronic  Bulletin  Board,  as well as the
issuance of warrants or  convertible  debt that require  exercise or  conversion
prices that are  calculated in the future at a discount to the then market price
of our common stock.

     Any agreement to sell, or convert debt or equity  securities  into,  common
stock at a future date and at a price  based on the then  current  market  price
will provide an  incentive  to the investor or third  parties to sell the common
stock short to  decrease  the price and  increase  the number of shares they may
receive in a future  purchase,  whether  directly from us or in the market.  For
example,  the initial conversion rate of the debentures is equal to the lower of
(i) 75% of the  average  market  price of our common  stock for the twenty  (20)
trading days ending on the  twentieth  trading day  subsequent  to the effective
date of the registration statement of which this prospectus forms a part or (ii)
$0.75 per share.  If the average market price of our common stock is so low that
it causes the  conversion  rate on the  debentures  to fall below  approximately
$0.73, and if the debenture holders enforce this provision of our agreement with
them, we will have to issue more shares to the debenture holders upon conversion
of the debentures and the anti-dilutive  provisions  contained in our agreements
with Gryffindor will become operative. If these anti-dilutive  provisions become
operative,  we may be required to issue a significant number of shares of common
stock to Gryffindor. We will not receive any additional proceeds from Gryffindor
for the issuance of these shares of common stock.  Other  financings that we may
obtain may  contain  similar  provisions,  and the  existence  of  anti-dilutive
provisions in some of our existing  financings may make it more difficult for us
to obtain financing in the future.  These types of transactions  which cause the
issuance of our common stock in  connection  with the exercise or  conversion of
securities  may result in substantial  dilution to the remaining  holders of our
common stock

Financings that may be available to us frequently involve high selling costs.

     Because of our limited operating history, low market  capitalization,  thin
trading volume and other factors,  we have historically had to pay high costs to
obtain financing and expect to continue to be required to pay high costs for any
future  financings in which we may participate.  For example,  our past sales of
shares and our sale of the debentures have involved the payment of finder's fees
or placement  agent's fees.  These types of fees are typically  higher for small
companies  like us. Payment of fees of this type reduces the amount of cash that
we receive from a financing  transaction  and makes it more  difficult for us to
obtain  the  amount  of  financing  that we  need to  maintain  and  expand  our
operations.

We have not had  earnings,  but if earnings  were  available,  it is our general
policy to retain any earnings for use in our operation.

     We have never  declared  or paid cash  dividends  on our common  stock.  We
currently  intend to retain all of our future  earnings,  if any, for use in our
business and therefore do not anticipate paying any cash dividends on our common
stock in the foreseeable future.

Our stock price is below $5.00 per share and is treated as a "Penny Stock" which
places restrictions on broker-dealers recommending the stock for purchase.

     Our common stock is defined as "penny stock" under the Securities  Exchange
Act of 1934, which we refer to as the "Exchange Act," and its rules. The SEC has
adopted regulations that define "penny stock" to include common stock that has a
market price of less than $5.00 per share, subject to certain exceptions.  These
rules include the following requirements:

     o    broker-dealers  must deliver,  prior to the transaction,  a disclosure
          schedule prepared by the SEC relating to the penny stock market;

     o    broker-dealers   must   disclose  the   commissions   payable  to  the
          broker-dealer and its registered representative;

     o    broker-dealers must disclose current quotations for the securities;

     o    if a broker-dealer is the sole  market-maker,  the broker-dealer  must
          disclose this fact and the  broker-dealers  presumed  control over the
          market; and


     o    a  broker-dealer  must furnish its customers  with monthly  statements
          disclosing  recent price  information for all penny stocks held in the
          customer's  account and  information  on the  limited  market in penny
          stocks.


     Additional sales practice  requirements are imposed on  broker-dealers  who
sell penny stocks to persons other than  established  customers  and  accredited
investors.  For  these  types of  transactions,  the  broker-dealer  must make a
special  suitability  determination for the purchaser and must have received the
purchaser's  written  consent to the  transaction  prior to sale.  If our common
stock remains subject to these penny stock rules these  disclosure  requirements
may have the effect of

                                       13



reducing the level of trading  activity in the  secondary  market for our common
stock. As a result,  fewer broker-dealers may be willing to make a market in our
stock, which could affect your ability to re-sell your shares.

Forward-Looking Statements

     Some of the  information  contained in this  prospectus  and the  documents
incorporated   by  reference  into  this  prospectus   include   forward-looking
statements  (as defined in Section 27A of the  Securities Act and Section 21E of
the Exchange Act),  which mean that they relate to events or  transactions  that
have not yet occurred,  our expectations or estimates for our future operations,
our  growth  strategies  or  business  plans or other  facts  that  have not yet
occurred.  These  statements  can be  identified  by the use of  forward-looking
terminology  such as "might," "may," "will,"  "could,"  "expect,"  "anticipate,"
"estimate,"  "likely," "believe," or "continue" or the negative thereof or other
variations  thereon or comparable  terminology.  The above risk factors  contain
discussions  of  important  factors  that should be  considered  by  prospective
investors for their potential impact on forward-looking  statements  included in
this  prospectus  and in the  documents  incorporated  by  reference  into  this
prospectus.  These important factors,  among others, may cause actual results to
differ  materially  and adversely  from the results  expressed or implied by the
forward-looking statements.

                                 Use Of Proceeds

     The selling  shareholders  will receive the net  proceeds  from the sale of
shares.  We will not receive any of the proceeds  from any sale of the shares by
the selling  shareholders.  However,  we will receive the proceeds from any cash
exercise of warrants to purchase some of the shares offered by this  prospectus.
If all warrants are exercised  for cash, we would receive  proceeds of $822,100.
Any proceeds we receive will be used for working  capital  purposes.  Please see
the  section  of this  prospectus  entitled  "Agreements  With  The  Convertible
Debenture Holders" and "Description of Other  Transactions" for more information
about the warrants.


                Agreements With The Convertible Debenture Holders

     We are  registering  a  portion  of the  shares  in  order to  satisfy  our
obligations  to the  holders  of our  debentures.  Under a  securities  purchase
agreement,  dated as of  November  19,  2003,  between us and the holders of the
debentures,  those holders  committed to purchase the debentures  from us for an
aggregate of $500,000.  We refer to this  agreement  in this  prospectus  as the
"Securities  Purchase  Agreement." We have already received the funding from the
sale of these debentures.

     The  debentures  have  a  maturity  date  of  November  30,  2004  and  are
convertible into shares of our common stock at an initial  conversion rate equal
to the lower of (i) 75% of the average  market price for the twenty (20) trading
days ending on the twentieth trading day subsequent to the effective date of the
registration  statement of which this prospectus  forms a part or (ii) $0.75 per
share.  This  conversion  price is subject to  adjustment  if there are  certain
capital  adjustments or similar  transactions,  such as a stock split or merger.
Interest at 8% per annum is due on the earlier to occur of the conversion of the
debenture or the maturity date. On conversion or at maturity, we have the option
to pay  accrued  interest  in cash or shares of our common  stock  valued at the
conversion price in effect at that time. The option to pay interest in shares of
our  common  stock,  however,  is  subject  to  the  following  conditions:  the
registration  statement  covering the resale of such shares must be in effect at
the time of issuance  and the  issuance  of such  shares of common  stock to the
holder  of the  debentures  cannot  result  in the  holder  and  its  affiliates
beneficially owning more than 4.99% of the then outstanding shares of our common
stock. This limitation is further discussed below in this section.

     In connection with the issuance of the debentures, we issued to the holders
thereof  500,000  warrants to purchase  shares of our common stock.  Each holder
received warrants to purchase one share of common stock for each dollar invested
in a  debenture.  In  connection  with the issuance of the  debentures,  we also
issued 100,000 warrants to a placement agent.

     The warrants  issued in connection with the debentures are exercisable at a
per share exercise price equal to $1.00,  except for the warrants  issued to the
placement  agent which are  exercisable  at a per share  exercise price equal to
$1.25. These exercise prices are also subject to adjustment if there are capital
adjustments  or  similar  transactions,  such as a stock  split or  merger.  The
warrants  provide for  cashless  exercise  rights  after one year if there is no
effective registration statement covering the resale of the holder's shares. The
warrants issued in connection  with the debentures  expire on November 19, 2005,
except for the warrants  issued to the placement  agent which expire on November
19, 2006.

     The terms of the debentures and warrants  specify that the beneficial owner
can  convert a  debenture  or  exercise a warrant by giving  notice to us.  Each
conversion  or warrant  exercise  is subject to the  following  limitation:  the
holder may not convert the debentures or exercise its warrant to the extent that
the  conversion  or  exercise  would  result  in the  owner  and its

                                       14


affiliates  beneficially  owning more than 4.99% of our then  outstanding  stock
(after  taking into  account the shares of our common  stock  issuable  upon the
conversion or warrant  exercise).  If the holder then disposes of some or all of
its holdings, it can again convert its debenture or exercise its warrant.

     Pursuant to the Securities  Purchase  Agreement and a  registration  rights
agreement,  we are obligated initially to register under the Securities Act 150%
of the number of shares  issuable on conversion of the full aggregate  principal
amount of the debentures plus interest thereon accrued through the maturity date
thereof and 150% of the number of shares of common stock  issuable upon exercise
of the warrants issued in connection with the debentures.  We are also obligated
to keep  the  registration  statement  of  which  this  prospectus  forms a part
effective  until  the  earliest  of the date on which the  holders  may sell all
shares  registered  on  their  behalf  under  this  prospectus  under  Rule  144
promulgated under the Securities Act, or the date on which the holders no longer
own any of those shares.

     In the  Securities  Purchase  Agreement,  we have agreed that,  without the
prior  consent of the holders,  we will not enter into any  subsequent  offer or
sale of our common stock (or securities  convertible into common stock) with any
third party on any date which is earlier than 90 days after the  effective  date
of this  prospectus  (plus  the  number  of  days,  if  any,  during  which  the
registration  statement is suspended  in the  interim).  The holders have agreed
supplementally  to waive de  minimus  issuances  of common  stock  issued to our
vendors and consultants and issued in settlement of a patent  interference  case
against  us.  If  we  breach  our  obligations   relating  to  any  third  party
transactions,

     o    the conversion price then in effect in the debentures will be adjusted
          to be equal to the lowest of (x) 90% of the  conversion  price then in
          effect  or (y) 75% of the  lower  of (A)  lowest  fixed  price  of any
          security in the new  transaction  or (B) the lowest  conversion  price
          that would be applicable in the new transaction; and

     o    the exercise price and number of shares  specified in the warrant will
          be  adjusted  to  correspond  to  the  instruments  relating  to  such
          transaction.

We may also be required to issue  additional  shares with respect to portions of
debentures  previously  converted,  based on the adjusted  conversion  price. In
addition,  in case of breach,  the debentures  holders may declare us in default
and require us to immediately redeem each unconverted debenture and may exercise
other remedies as provided in the debentures.

     The additional shares, if any, which might be issued to a holder on account
of any of the adjustments referred to in the preceding paragraphs are covered by
the registration statement and this prospectus.


     Under  the  registration  rights  agreement,  we  may be  obligated  to pay
liquidated  damages to the holders of the  debentures  because the  registration
statement  was  not  declared   effective  by  February  17,  2004  or  if,  the
effectiveness of the registration  statement is subsequently  suspended for more
than the permitted periods described below. The permitted suspension periods are
up to 2 suspension  periods during any  consecutive  12-month  period,  but each
period  shall not be for more than 10 days or begin  less than 10 days after the
preceding  suspension  period  ended.  The date any such  suspension  commences,
beyond such permitted restrictions,  is referred to as a "Restricted Sale Date".
The  amount  that  we  must  pay to the  debenture  holders  in  respect  of the
liquidated  damages  associated with the delays in the effective date or after a
Restricted  Sale  Date  will  be (A)  2% of  the  principal  amount  of all  the
debentures during the first 30-day period, and (B) 2% of the principal amount of
all debentures for each subsequent 30-day period or partial 30-day period. After
the effective  date, the principal  amount of the debentures used in determining
the  liquidated  damages will be adjusted to equal the sum of (X) the  principal
amount of all debentures  not yet converted and (Y) the principal  amount of the
debenture converted within the preceding 30 days but not yet sold. The debenture
holders have the right to have these liquidated damages paid in shares of common
stock (valued at the  conversion  price).  We may make that election also if the
effective date has occurred  within 150 days after the execution and delivery of
the Securities Purchase Agreement,  provided the registration  statement is then
currently  effective.  The additional shares, if any, which might be issued to a
holder of the debentures in payment of these  liquidated  damages are covered by
the registration statement and this prospectus.


     We refer you to the  Securities  Purchase  Agreement  and the  registration
rights  agreement,  and the forms of debentures and warrants,  that are filed as
exhibits to the  registration  statement  for more complete  description  of the
complex provisions that are summarized under this caption.

                        Description Of Other Transactions


     We are also  registering  69,000 shares held by other selling  shareholders
and  380,000  shares  issuable  upon  exercise of other  warrants  held by other
selling  shareholders  who are not  holders  of the  debentures  (or  affiliates
thereof). These selling 15



shareholders  acquired  their  beneficial  interest in the common stock  through
various  private  placements  of  securities.  These  selling  shareholders  are
permitted  to have  their  shares  registered  for  resale  in the  registration
statement as a result of so-called "piggy-back" registration rights, which means
that,  because we are required by the registration  rights agreement to file the
registration statement, holders of "piggy-back" registration rights must also be
given the  opportunity  to have  their  shares  registered  in the  registration
statement.  We refer you to the registration  rights agreements relating to some
of these shares that are filed as exhibits to this  registration  statement  for
more  complete  description  of the  provisions  of  those  registration  rights
agreements.

                              Selling Shareholders

     The  following  table  sets  forth the  shares  beneficially  owned,  as of
December  31,  2003,  by  the  selling   shareholders   prior  to  the  offering
contemplated by this prospectus,  the number of shares each selling  shareholder
is offering  by this  prospectus  and the number of shares  which each would own
beneficially if all the offered shares are sold.  Except  Viscount  Investments,
Ltd., the selling shareholders acquired their beneficial interests in the shares
being  offered  hereby  in  private  placements   described  under  the  heading
"Description  of  Other  Transactions."  As  compensation  for its  services  as
placement agent for private placement of the debentures and related warrants, we
issued warrants to purchase common stock to Viscount  Investments,  Ltd. and its
designees in connection with that private placement.

     Beneficial  ownership  is  determined  in  accordance  with SEC  rules  and
includes  voting or investment  power with respect to the  securities.  However,
each of the selling  shareholders is subject to limitations on the conversion of
their  debentures  and  the  exercise  of  their  warrants,  if  any.  The  most
significant of these limitations is that the selling shareholder may not convert
its  debentures or exercise its warrants,  if the  conversion or exercise  would
cause such holder's  beneficial  ownership of our common stock (excluding shares
underlying  any of their  unconverted  debentures  or  unexercised  warrants) to
exceed 4.99% of the  outstanding  shares of common stock.  Also, the table below
includes  the  number  of shares  which  would be issued  upon  conversion  of a
convertible  debenture in payment of all accrued  interest  through its maturity
date,  which is more than 60 days from the date of this  prospectus  and  shares
which might be issuable on the  occurrence of events which have not yet occurred
and may not occur. Therefore, although they are included in the table below, the
number of shares of common stock for some listed persons may include shares that
may not be purchased during the 60-day period.




                                                     Beneficial
Names and Addresses                                   Ownership          Shares Registered        Post-Offering          %
-------------------                                   ---------          -----------------        -------------          -
                                                                                                             
Platinum Partners Value Arbitrage Fund (1)             915,000            915,000 (2)(3)                0                0
Huberfeld Family, LLC (4)                              274,500            274,500 (2)(3)                0                0
Martin Stern                                           274,500            274,500 (2)(3)                0                0
M/S Family Foundation (5)                              183,002            183,002 (2)(3)                0                0
Eliezer Rosenthal                                      183,002            183,002 (2)(3)                0                0
Viscount Investments, Ltd. (6)                         150,000            150,000 (7)                   0                0
Strategic Growth International (8)                     180,000            180,000 (7)                   0                0
Bruce A. Cosgrove (9)                                  446,876            100,000 (7)                346,876             *
George F. Matin (9)                                    330,955            100,000 (7)                230,955             *
Kevin Leigh (9)                                         53,000             24,000                     29,000             *
JG Capital, Inc. (9) (10)                               35,000             35,000                       0                0
The Research Foundation of State University of
New York (11)                                           10,000             10,000                       0                0

------------------
*  Less than 1%

(1) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated  with  any  broker-dealer  and  that the  only  natural  person  that
beneficially  owns the  debentures  and the shares of common stock issuable upon
conversion of the debentures is Mark Nordlicht.

(2) The  numbers  on the table  reflect  the actual  number of shares  issued or
issuable  to the  selling  shareholder.  We are  registering  150% of the shares
underlying the convertible debentures held by the selling shareholder to include
other  shares  of our  common  stock  which  might be  issuable  to the  selling
shareholder  under  the  terms  of the  agreements  between  us and the  selling
shareholder.  See the sections of this prospectus  titled  "Agreements  With The
Convertible Debenture Holders" for more information regarding our debentures.

(3) Includes  shares of common stock  issuable on conversion or payment of or as
interest on 8% Convertible  Debentures Due November 30, 2004, and on exercise of
warrants and as contemplated  by terms of agreements  between us and the selling
shareholder.

(4) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated  with  any  broker-dealer  and  that the  only  natural  person  that
beneficially  owns the  debentures  and the shares of common stock issuable upon
conversion of the debentures is Philip Huberfeld.

                                       16

(5) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated  with  any  broker-dealer  and  that the  only  natural  person  that
beneficially  owns the  debentures  and the shares of common stock issuable upon
conversion of the debentures is Shoshana Englander.

(6) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated  with  any  broker-dealer  and  that the  only  natural  person  that
beneficially  owns the  debentures  and the shares of common stock issuable upon
conversion of the debentures is Josef Frand.

(7) Includes shares of common stock issuable upon the exercise of warrants.

(8) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated  with  any  broker-dealer  and that the  only  natural  persons  that
beneficially  own the  debentures  and the shares of common stock  issuable upon
conversion of the debentures are Stanley Altschuler and Richard Cooper.

(9) The selling  shareholder  has acted as a  consultant  for us within the past
three years.

(10) The selling  shareholder  advised us that it is not a broker-dealer  and is
not  affiliated  with any  broker-dealer  and that the only natural  person that
beneficially  owns the  debentures  and the shares of common stock issuable upon
conversion of the debentures is Richard Josephberg.

(11) The selling  shareholder  advised us that it is not a broker-dealer  and is
not affiliated with any broker-dealer.  The selling  shareholder is a non-profit
educational   corporation  of  the  State  of  New  York.  No  natural   persons
beneficially  own the  debentures  or the shares of common stock  issuable  upon
conversion of the debentures.


Relationship Between Provectus and the Selling Shareholders

     None of the  selling  shareholders  are  affiliates  or  controlled  by our
affiliates.  None of the selling shareholders are now or were at any time in the
past  an  officer  or  director  of ours  or any of any of our  predecessors  or
affiliates.  We have separate contractual  obligations to file this registration
with each of the selling shareholders.

                            Description Of Securities

Common Stock


     We are authorized to issue  100,000,000  shares of common stock,  $.001 par
value per share, of which 10,867,509  shares were outstanding and held of record
as of December  31, 2003,  by  approximately  1,787  shareholders  of record.  A
significant portion of our common stock is held in either nominee name or street
name brokerage  accounts.  All outstanding shares of common stock are fully paid
and  non-assessable.  Holders of shares of our common  stock are entitled to one
vote  for  each  share  held  of  record  on  all  matters  to  be  voted  on by
shareholders.  Holders  of shares  of  common  stock  are  entitled  to  receive
dividends  when, as and if declared by our board of directors from funds legally
available   therefor  and  to  share  ratably  in  our  assets   available  upon
liquidation,  dissolution  or winding  up.  The  holders of shares of the common
stock do not have  cumulative  voting rights for the election of directors  and,
accordingly, the holders of more than 50% of the shares of common stock are able
to elect all  directors.  Our Restated  Articles of  Incorporation  do not grant
preemptive  rights. The common stock may not be redeemed except upon our consent
and the  consent  of the  shareholders  and the common  stock is not  subject to
liability for further calls or to  assessments  by Provectus.  This summary does
not purport to be complete  and is qualified in its entirety by reference to our
Restated Articles of Incorporation, the Securities Act and to Nevada law.


Preferred Stock

     We are authorized to issue 25,000,000 shares of preferred stock,  $.001 par
value per share,  of which no shares are issued and  outstanding.  The shares of
preferred  stock may be issued from time to time in one or more  series,  in any
manner  permitted  by law,  as  determined  from  time to time by our  board  of
directors,  and  stated  in the  resolution  or  resolutions  providing  for the
issuance of such shares adopted by our board of directors  pursuant to authority
vested in it. Without  limiting the generality of the foregoing,  shares in such
series shall have voting powers, full or limited, or no voting powers, and shall
have such designations,  preferences and relative,  participating,  optional, or
other special rights, and qualifications,  limitations, or restrictions thereof,
permitted by law, as shall be stated in the resolution or resolutions  providing
for the issuance of such shares adopted by our board of directors. The number of
shares of any such series so set forth in the resolution or  resolutions  may be
increased  (but not above the total  number of  authorized  shares of  preferred
stock)  or  decreased   (but  not  below  the  number  of  shares  thereof  then
outstanding)  by  further  resolution  or  resolutions  adopted  by the board of
directors.

Governing Law and Organizational Documents

     Shareholders'  rights and related  matters are  governed by the laws of the
State of Nevada and our Restated Articles of Incorporation  and our Bylaws.  Our
Restated  Articles of  Incorporation  may not be amended without the affirmative
vote of at least a majority  of the shares  entitled  to vote  generally  in the
election of directors, voting as a single voting group. Our Bylaws

                                       17

may be amended by either the affirmative  vote of 75% of all shares  outstanding
and  entitled  to  vote  generally  in  the  election  of  directors,  or  by an
affirmative vote of a majority of our directors then holding office.

Stock Option Plans

     The  2002  Stock  Option  Plan  provides  for the  grant  of four  types of
incentive awards: stock options,  stock appreciation rights,  rights to purchase
restricted stock, and long-term performance awards.

     Our employees and  consultants,  including  officers and directors who also
are employees or  consultants,  and our  directors  who are not employees  whose
present and potential  contributions  are important to our continued success are
eligible to receive awards under the plan. The purpose of a long-term  incentive
plan is to direct the  attention and efforts of  participating  employees to our
long-term  performance by relating incentive  compensation to the achievement of
long-term  corporate economic  objectives.  The plan also is designed to retain,
reward and motivate  participating  employees by  providing an  opportunity  for
investment in the company and the advantages inherent in ownership of our common
stock.

     A total of  2,000,000  shares of our  common  stock may be  subject  to, or
issued pursuant to, awards granted under the plan. If an award under the plan is
forfeited  or  terminated  for any reason,  the shares of common stock that were
subject to the award again become  available for distribution in connection with
awards under the plan. In addition,  shares subject to stock appreciation rights
that  are  exercised  for  cash  again  become  available  for  distribution  in
connection with awards under the plan.

     The plan may be administered by one or more  administrators if the board of
directors  deems division of  administration  necessary or desirable in order to
comply with applicable law. Because the board of directors has not appointed any
committees and because we have so few  employees,  the entire board of directors
currently is acting as the administrator of the plan.

     The  administrator  has the exclusive  discretion to select the  employees,
consultants and non-employee  directors who receive awards under the plan and to
determine  the type,  size,  and  terms of each  award,  to modify  the terms of
awards, to determine when awards will be granted and paid, and to make all other
determinations  which it deems necessary or desirable in the  interpretation and
administration  of the plan.  The plan will  remain in effect  until all  awards
under the plan  either  have been  satisfied  by the  issuance  of shares of our
common stock or the payment of cash or have expired or otherwise  terminated  or
the plan is otherwise  terminated by our board of directors.  However, no awards
may be granted more than ten years after the date of the shareholder's  approval
of the plan. Generally,  a participant's rights and interest under the plan will
not be transferable except by will or by the laws of descent and distribution.

Transfer Agent

     We have retained Atlas Stock Transfer Corporation, 5899 South State Street,
Salt Lake City,  UT 84107,  as the transfer  agent for our common  stock.  Atlas
Stock Transfer Corporation's telephone number is (801) 266-7151.

                              Plan Of Distribution

     The selling shareholders and any of their pledgees,  donees,  assignees and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares are traded. These sales may be at fixed or negotiated prices. The selling
shareholders  may use any one or more  of the  following  methods  when  selling
shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer solicits purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal to facilitate the transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer for its account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable exchange;

     o    privately negotiated transactions;

     o    short  sales,  but,  if at all,  only after the  effectiveness  of the
          registration statement of the shares of common stock offered hereby;

     o    broker-dealers  may  agree  with the  selling  shareholders  to sell a
          specified number of such shares at a stipulated price per share;

                                       18


     o    a combination of any such methods of sale; and

     o    any other method permitted pursuant to applicable law.

     The  selling  shareholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The selling  shareholders  may also engage in short sales  against the box,
puts and calls and other  transactions  in our  securities or derivatives of our
securities and may sell or deliver shares in connection  with these trades.  The
selling  shareholders  may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling shareholder defaults on a margin
loan, the broker may, from time to time,  offer and sell the pledged shares.  We
believe  that the selling  shareholders  have not entered  into any  agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their shares other than ordinary course brokerage arrangements,  nor
is there an underwriter  or  coordinating  broker acting in connection  with the
proposed sale of shares by the selling shareholders.

     Broker-dealers  engaged by the selling  shareholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  shareholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  shareholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.


     Selling  shareholders  may be, and any  broker-dealers  or agents  that are
involved  in selling  the shares  are,  deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities  Act. If the selling  shareholders
are  deemed to be  underwriters,  the  selling  shareholders  may be  subject to
statutory and regulatory liabilities,  including liabilities imposed pursuant to
Sections 11, 12 and 17 of the  Securities  Act and Rule 10b-5 under the Exchange
Act.


     We are required to pay all fees and expenses  incident to the  registration
of the  shares.  Otherwise,  all  discounts,  commissions  or fees  incurred  in
connection  with the sale of the common stock offered hereby will be paid by the
selling shareholders.

     Upon  our  being  notified  by a  selling  shareholder  that  any  material
arrangement  has been entered into with a  broker-dealer  for the sale of shares
through a block trade,  special  offering,  exchange  distribution  or secondary
distribution  or a  purchase  by a  broker  or  dealer,  a  supplement  to  this
prospectus  will be  filed,  if  required,  pursuant  to Rule  424(b)  under the
Securities Act, disclosing

     o    the name of each such  selling  shareholder  and of the  participating
          broker-dealer(s);

     o    the number of shares involved;

     o    the price at which such shares were sold;

     o    the  commissions  paid or  discounts  or  concessions  allowed to such
          broker-dealer(s), where applicable;

     o    that such broker-dealer(s) did not conduct any investigation to verify
          the   information  set  out  or  incorporated  by  reference  in  this
          prospectus; and

     o    other facts material to the transaction.

     To comply with the securities laws of some states,  the shares will be sold
in those jurisdictions, if required, only through registered or licensed brokers
or dealers.  In  addition,  in some states the shares may not be sold unless the
shares have been  registered  or qualified for sale in the state or an exemption
from registration or qualification is available and complied with.

     We advised the selling shareholders that the  anti-manipulative  provisions
of Regulation M  promulgated  under the Exchange Act may apply to their sales of
the shares offered hereby.

                    Indemnification Of Officers And Directors

     Nevada law provides that a Nevada  corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or
                                       19

investigative, other than an action by or in the right of the corporation (i.e.,
a "non-derivative proceeding"), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlement  actually and  reasonably  incurred by him in connection  with the
action, suit or proceeding if he or she:

     o    Is not liable under Section 78.138 of the Nevada Revised  Statutes for
          breach of his or her fiduciary duties to the corporation; or

     o    Acted  in  good  faith  and in a  manner  which  he or she  reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation,  and, with respect to any criminal  action or proceeding,
          had no reasonable cause to believe his or her conduct was unlawful.

     In addition,  a Nevada corporation may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment in its favor (i.e., a "derivative  proceeding"),  by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him or her in
connection with the defense or settlement of the action or suit if he:

     o    Is not liable under Section 78.138 of the Nevada  Revised  Statute for
          breach of his or her fiduciary duties to the corporation; or

     o    Acted  in  good  faith  and in a  manner  which  he or she  reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation.

     Under Nevada law,  indemnification  may not be made for any claim, issue or
matter  as to which  such a person  has been  adjudged  by a court of  competent
jurisdiction,  after  exhaustion of all appeals  therefrom,  to be liable to the
corporation  or for amounts paid in  settlement to the  corporation,  unless and
only to the  extent  that the court in which the  action or suit was  brought or
other court of competent  jurisdiction  determines upon application that in view
of all the  circumstances  of the case,  the  person is  fairly  and  reasonably
entitled to indemnity for such expenses as the court deems proper.

     To the extent that a director,  officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any  non-derivative
proceeding or any derivative  proceeding,  or in defense of any claim,  issue or
matter  therein,  the  corporation  is obligated to indemnify him or her against
expenses,  including  attorneys'  fees,  actually  and  reasonably  incurred  in
connection with the defense.

     Further,  Nevada law permits a Nevada  corporation to purchase and maintain
insurance or to make other financial arrangements on behalf of any person who is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  for any  liability  asserted  against him or her and  liability  and
expenses  incurred by him or her in his or her capacity as a director,  officer,
employee or agent,  or arising out of his or her status as such,  whether or not
the corporation has the authority to indemnify him or her against such liability
and expenses.

     Under  our  Restated  Articles  of  Incorporation,   we  are  obligated  to
indemnify,  to the  fullest  extent  permitted  by Nevada law,  any  director or
officer  who was or is a party or is  threatened  to be made a party  to,  or is
involved in, any threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative (a "proceeding"),  by
reason of the fact that the  director or officer,  or a person of whom he or she
is the legal representative,  is or was a director or officer of Provectus, or a
member of any committee of our board of  directors,  or is or was serving at our
request as a director,  officer,  partner, trustee, employee or agent of another
corporation,  limited liability company,  partnership,  joint venture,  trust or
other  enterprise,  including  service with respect to employee  benefit  plans,
whether the basis of the proceeding is alleged action in an official capacity as
a  director,  officer,  partner,  trustee,  employee  or agent  or in any  other
capacity  while serving as a director  officer,  partner,  trustee,  employee or
agent;  against all expense,  liability  and loss  (including  attorneys'  fees,
judgments,  fines,  excise taxes or penalties  and amounts paid or to be paid in
settlement)  reasonably  incurred  or  suffered  by the  director  or officer in
connection  with the  proceeding.  In addition,  indemnification  is required to
continue  as to a person  who has  ceased to be a  director,  officer,  partner,
trustee,  employee  or agent and  inures  to the  benefit  of his or her  heirs,
executors and administrators. However, subject to the exceptions detailed below,
we  may  indemnify  a  person  seeking  indemnification  in  connection  with  a
proceeding  (or part thereof)  initiated by the person  seeking  indemnification
only if the  proceeding  (or  part  thereof)  was  authorized  by our  board  of
directors.  We may  indemnify  any  employee or agent of  Provectus to an extent
greater than  required by law only if and to the extent that our  directors,  in
their discretion, may determine.
                                       20


     If we do not  pay a  claim  for  indemnification  under  the  our  Restated
Articles of  Incorporation in full within 30 days after a written claim has been
received by us, the claimant may at any time thereafter bring suit against us to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant  also will be entitled to be paid the expense of  prosecuting  such
claim.  With some  exceptions,  we may defend against an action brought for this
purpose  that the claimant  has not met the  standards of conduct  which make it
permissible  under Chapter 78 of the Nevada Revised Statutes for us to indemnify
the claimant for the amount  claimed,  but the burden of proving such defense is
on us.  Neither our failure  (including  the failure of our board of  directors,
independent  legal  counsel or our  shareholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in Chapter 78 of the Nevada  Revised  Statutes,  nor an actual
determination by us (including our board of directors, independent legal counsel
or our shareholders)  that the claimant has not met such applicable  standard of
conduct is a defense to the action or creates a  presumption  that the  claimant
has not met the applicable standard of conduct.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to  directors,  officers and  controlling  persons of Provectus
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the  opinion  of the SEC  this  indemnification  is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.

                  Where You Can Find More Information About Us

     We  file  reports,  proxy  statements,  information  statements  and  other
information with the SEC. You may read and copy this information,  for a copying
fee, at the SEC's Public Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C. 20549.  Please call the SEC at  1-800-SEC-0330  for more information on its
public  reference  rooms.  Our SEC filings are also available to the public from
commercial  document retrieval  services,  and at the web site maintained by the
SEC at http://www.sec.gov.


     Our  Internet  address  is  http://www.pvct.com.  We have  made  available,
through a link to the SEC's Web site, electronic copies of the materials we file
with the SEC (including our annual reports on Form 10-KSB, our quarterly reports
on Form 10-QSB, our current reports on Form 8-K, the Section 16 reports filed by
our executive  officers,  directors and 10% shareholders and amendments to those
reports).  To receive paper copies of our SEC  materials,  please  contact us by
U.S. mail, telephone, facsimile or electronic mail at the following address:

                   Provectus Pharmaceuticals, Inc.
                   Attention: President
                   7327 Oak Ridge Highway, Suite A
                   Knoxville, TN 37931
                   Telephone: 865/769-4011
                   Facsimile: 865/769-4013
                   Electronic mail: info@pvct.com


     We have filed the  registration  statement  under the Securities  Act, with
respect to the securities  offered pursuant to this prospectus.  This prospectus
does not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance  with the rules and regulations
of the SEC.  For  further  information,  reference  is made to the  registration
statement and the exhibits  filed as a part  thereof,  which may be found at the
locations and website referred to above.

                Incorporation Of Certain Information By Reference

     The SEC allows us to  "incorporate  by reference"  into this prospectus the
information  we file with the SEC,  which means that we can  disclose  important
information to you by referring to those documents. The information incorporated
by  reference  is an  important  part  of this  prospectus.  We  incorporate  by
reference the following documents we filed with the SEC:


     o    Our Annual  Report on Form 10-KSB for the fiscal  year ended  December
          31, 2003.


     o    Our Definitive Proxy Statement to Shareholders, dated April 30, 2003.

     We are also  incorporating  by reference  additional  documents that we may
file with the SEC under Section  13(a),  13(c),  14 or 15(d) of the Exchange Act
prior to the termination of this offering.

                                       21



     If you are a  shareholder,  we may  have  sent  you  some of the  documents
incorporated by reference, but you can obtain any of them through the SEC or us.
Documents incorporated by reference are available from us without charge, except
exhibits,  unless we have specifically incorporated by reference an exhibit into
a document that this prospectus incorporates.  Shareholders may obtain documents
incorporated  by reference into this prospectus by requesting them in writing or
by telephone from:

                         Provectus Pharmaceuticals, Inc.
                            ATTN: Investor Relations
                         7327 Oak Ridge Highway, Suite A
                           Knoxville, Tennessee 37931
                                 (865) 769-4011

                                     Experts


     The financial  statements attached to and incorporated by reference in this
prospectus have been audited by BDO Seidman,  LLP, independent  certified public
accountants,  to the extent and for the periods set forth in their report (which
contains an explanatory  paragraph  regarding our ability to continue as a going
concern) attached to and incorporated  herein by reference,  and are attached to
and incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.


                                  Legal Matters

     The  validity of the shares we are  offering  will be passed upon for us by
Baker, Donelson,  Bearman,  Caldwell & Berkowitz, 207 Mockingbird Lane, P.O. Box
3038, Johnson City, Tennessee 37602.




                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The estimated expenses in connection with this offering are as set forth in
the following table.  All amounts except the Securities and Exchange  Commission
("SEC") registration fee are estimated.


       SEC Registration Fee                 $     448.44
       Printing and Engraving Expenses          2,500.00
       Accounting Fees and Expenses             8,000.00
       Legal Fees and Expenses                 50,000.00
       Miscellaneous                            1,500.56
                                            ------------

       Total                               $   62,449.00



Item 15. Indemnification of Officers and Directors.

          See "Indemnification Of Officers And Directors" in the prospectus.

Item 16. Exhibits

     The following exhibits are filed as part of this Registration Statement.

Exhibit No.                                          Description


   4.1*   Form of 8%  Convertible  Debenture  (Annex  I to  Securities  Purchase
          Agreement, as hereinafter defined)

   4.2*   Form of Warrant (Annex VI to Securities Purchase Agreement)

   4.3*   Registration  Rights  Agreement  dated as of November  19, 2003 by and
          among  the  Company  and the  investors  named  therein  (Annex  IV to
          Securities Purchase Agreement)

   4.4*   Registration  Rights  Agreement  dated as of  September 4, 2003 by and
          among the Company and Bruce A. Cosgrove and George F. Matin

   4.5*   Form of Warrant issued to selling  shareholders  other than holders of
          8% Convertible Debentures

   4.6*   Registration  Rights  Agreement  dated as of December  26, 2003 by and
          between the Company and The Research Foundation of State University of
          New York

   5.1*   Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

  10.1*   Securities  Purchase  Agreement  dated as of November  19, 2003 by and
          among the Company  and the  lenders  named  therein  (the  "Securities
          Purchase Agreement")

  13.1**  Annual Report on  Form 10-KSB for  the fiscal year ended  December 31,
          2003

  23.1*   Consent  of Baker,  Donelson,  Bearman,  Caldwell  &  Berkowitz,  P.C.
          (included in Exhibit 5.1)

  23.2    Consent of BDO Seidman, LLP

  24.1    Power  of  Attorney  (included  on  Page  II-4  of  this  Registration
          Statement).

---------------------------------------------------
*        Previously filed.
**       Previously filed with the SEC on March 30, 2004.

                                      II-1



Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933 (the "Securities Act"),

          (b) To reflect in the prospectus any facts or events arising after the
          effective  date of the  Registration  Statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed  with the SEC  pursuant  to Rule  424(b)  if, in the
          aggregate, the changes in volume and price represent no more than a 20
          percent  change in the maximum  aggregate  offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement,

          (c) To include any  material  information  with respect to the plan of
          distribution not previously disclosed in the Registration Statement or
          any material change to such information in the Registration Statement;

     provided, however, that clauses (a) and (b) do not apply if the information
     required to be included in a  post-effective  amendment  by such clauses is
     contained  in periodic  reports  filed with or  furnished to the SEC by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, each such post-effective  amendment shall be deemed a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

     (4) That,  for purposes of determining  any liability  under the Securities
     Act,  each filing of the  Registrant's  annual  report  pursuant to Section
     13(a)  or  Section  15(d)  of the  Exchange  Act  that is  incorporated  by
     reference  in this  Registration  Statement  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant  to the  provisions  described  under  Item  15  above,  or
otherwise,  the  Registrant has been advised that in the opinion of the SEC such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities,  other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding, is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      II-2



The undersigned Registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act, the
     information  omitted  from  the  form of  prospectus  filed as part of this
     Registration  Statement in reliance  upon Rule 430A and contained in a form
     of prospectus filed by the registrant  pursuant to Rule 424(b)(1) or (4) or
     497(h)  under  the  Securities  Act  shall  be  deemed  to be  part of this
     Registration Statement as of the time it was declared effective.

     (2) For the purpose of determining  any liability under the Securities Act,
     each  post-effective  amendment that contains a form of prospectus shall be
     deemed  to be a new  registration  statement  relating  to  the  securities
     offered therein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

     (3) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.




















                                      II-3




     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this Amended Registration  Statement on Form S-2 to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized  in the  City  of
Knoxville, State of Tennessee on April 5, 2004.


                                   Provectus Pharmaceuticals, Inc.

                                   By:  /s/ Timothy C. Scott
                                        ----------------------------------------
                                        Timothy C. Scott, Ph.D.
                                        President

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints H. Craig
Dees,  Ph.D. and Timothy C. Scott,  Ph.D., and each of them, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to the Registration  Statement on Form S-2 filed by Provectus
Pharmaceuticals,  Inc. (the  "Company")  with the U.S.  Securities  and Exchange
Commission  (the "SEC"),  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the SEC;  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and  necessary  fully to all
intents and  purposes as he might or could do in person  thereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitutes or substitute,  may lawfully do or cause to be done by virtue
hereof.


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 5, 2004:


    Signatures                                           Title
    ----------                                           -----

/s/ H. Craig Dees              Chief Executive Officer and a Director (Principal
----------------------------   executive officer)
H. Craig Dees, Ph.D.



/s/ Peter R. Culpepper         Chief Financial Officer
----------------------------
Peter R. Culpepper, C.P.A.




/s/ Timothy C. Scott           President and Director
----------------------------
Timothy C. Scott, Ph.D.



/s/ Eric A. Wachter            Director
----------------------------
Eric A. Wachter, Ph.D.



/s/ Stuart Fuchs               Director
----------------------------
Stuart Fuchs



                                      II-4






                                  EXHIBIT INDEX

Exhibit No.   Description

   4.1*   Form of 8%  Convertible  Debenture  (Annex  I to  Securities  Purchase
          Agreement, as hereinafter defined)

   4.2*   Form of Warrant (Annex VI to Securities Purchase Agreement)

   4.3*   Registration  Rights  Agreement  dated as of November  19, 2003 by and
          among  the  Company  and the  investors  named  therein  (Annex  IV to
          Securities Purchase Agreement)

   4.4*   Registration  Rights  Agreement  dated as of  September 4, 2003 by and
          among the Company and Bruce A. Cosgrove and George F. Matin

   4.5*   Form of Warrant issued to selling  shareholders  other than holders of
          8% Convertible Debentures

   4.6*   Registration  Rights  Agreement  dated as of December  26, 2003 by and
          between the Company and The Research Foundation of State University of
          New York

   5.1*   Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.

  10.1*   Securities  Purchase  Agreement  dated as of November  19, 2003 by and
          among the Company  and the  lenders  named  therein  (the  "Securities
          Purchase Agreement")

  13.1**  Annual Report on  Form  10-KSB for the fiscal year ended  December 31,
          2003

  23.1*   Consent  of Baker,  Donelson,  Bearman,  Caldwell  &  Berkowitz,  P.C.
          (included in Exhibit 5.1)

  23.2    Consent of BDO Seidman, LLP

  24.1    Power  of  Attorney  (included  on  Page  II-4  of  this  Registration
          Statement).

-----------------------------------------
*        Previously filed.
**       Previously filed with the SEC on March 30, 2004.