As filed with the Securities and Exchange Commission on November 5, 2004
Registration No. 333-119619
================================================================================

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

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


                                    FORM S-2

                                Amendment No. 1
                                ---------------

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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


   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)

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

                                    Copy 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
   Title of each class of                                         maximum                 maximum        Amount of
         securities             Amount to be registered        offering price            aggregate      registration
      to be registered                    (1)                    per share            offering price        fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value         8,659,028          (2)       $0.82        (3)      $7,100,403         $899.62
                                      ---------                   --------              ------------        --------
                                  -------------
                                      8,659,028                                          $7,100,403         $899.62(5)


     (1)  Pursuant  to Rule 416  under the  Securities  Act,  this  registration
statement also registers such  additional  number of shares of the  registrant's
common  stock,  $0.001 par  value,  as may be offered or issued as result of any
stock splits, stock dividends or similar transactions.

     (2)  Represents (a) up to 2,388,535  shares of common stock,  issuable upon
conversion of $750,000 in aggregate  principal amount of convertible  debentures
held by Cornell Capital Partners, LP, at a minimum per share conversion price of
$0.75 until  December 1, 2004 and a maximum  per share  conversion  price of the
lesser of $1.88 or 80% of the volume weighted average price of the common stock,
as quoted by Bloomberg,  LP, during the 5 trading days immediately  prior to the
conversion date, (b) up to 98,901 shares of common stock issuable, at the option
of the  registrant,  upon  conversion of convertible  debentures held by Cornell
with respect to interest  accrued  thereon  through the maturity date thereof on
the third  anniversary of their issuance,  (c) up to 2,023,552  shares of common
stock  issuable  upon  written  request  for an advance  under a Standby  Equity
Distribution Agreement with Cornell Capital Partners, LP, and (d) 190,084 shares
of common stock issued as a commitment fee under the Standby Equity Distribution
Agreement.  Also  represents  7,920  shares of common  stock issued to Newbridge
Securities  Corporation as placement agent under the Standby Equity Distribution
Agreement. Also represents (a) 962,962 shares of common stock held by Castlerigg
Master  Investments,  Ltd. and (b) up to 962,962 shares of Common Stock issuable
upon exercise of certain warrants held by Castlerigg,  at a per share conversion
price of $1.00.  Also represents (a) 370,370 shares of common stock held by A.I.
International  Corporate  Holdings,  Ltd. and (b) up to 370,370 shares of Common
Stock issuable upon exercise of certain warrants held by A.I. International,  at
a per share  conversion  price of $1.00.  Also  represents (a) 858,372 shares of
common  stock held by certain  selling  shareholders  and (b) 425,000  shares of
common stock issuable upon exercise of certain  warrants held by certain selling
shareholders.

     (3) 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  registrant's  common stock as
reported on the OTC Electronic Bulletin Board on October 1, 2004.

     (5) A total of $448.44 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, its Registration Statement on
Form S-2 (Registration No. 333-112762) on February 12, 2004, as amended on April
7, 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.

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


                  SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2004

PROSPECTUS

                         PROVECTUS PHARMACEUTICALS, INC.

                        8,659,028 Shares of Common Stock

     This  prospectus  relates  to the  sale  by  the  selling  shareholders  of
8,659,028 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.

     Cornell Capital Partners,  LP is an "underwriter" within the meaning of the
Securities Act of 1933, which we refer to as the "Securities Act," in connection
with the sale of common stock under the Standby Equity  Distribution  Agreement.
The other selling shareholders may be deemed to be "underwriters."

     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 4.

     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.





                                TABLE OF CONTENTS


Prospectus Summary.............................................................1
The Offering...................................................................3
Risk Factors...................................................................4
Use Of Proceeds...............................................................11
Agreements with Cornell Capital Partners, LP..................................11
Agreements with Castlerigg Master Investments, Ltd. and 
   A.I. International Corporate Holdings, Ltd.................................12
Description Of Other Transactions.............................................13
Selling Shareholders..........................................................13
Description Of Securities.....................................................15
Plan Of Distribution..........................................................16
Indemnification Of Officers And Directors.....................................17
Where You Can Find More Information About Us..................................19
Incorporation Of Certain Information By Reference.............................19
Experts.......................................................................20
Legal Matters.................................................................20

Exhibit "A" - Form 10KSB/A for fiscal year ended December 31, 2003 
  as amended on November 1, 2004.............................................A-1

Exhibit "B" - Form 10QSB/A for the quarter ended June 30, 2004, as 
  amended on October 7, 2004.................................................B-1






                               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.

     We manage Procectus, Xantech and Pure-ific on an integrated basis, and when
we refer to "we" or "us" or "the Company" in this registration statement on Form
S-2, we refer to all three corporations considered as a single unit.

     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 are currently
being  sold as their  development  is not yet  complete.  At June 30,  2004,  we
reported  medical  device  sales of $13,125.  We have also  initiated  sales and
distribution of our OTC product Pure-ific via our website www.pureific.com,  and
we reported  sales of $941 at June 30, 2004.  We are not  currently  selling our
other OTC products.

     Our company faces significant  risks. At December 31, 2003, there was doubt
regarding  our ability to continue as a going  concern  considering  the lack of
working  capital  required  to  develop  our  products  and  develop  sales  and
distribution  channels  for out  products.  Our  ability to  continue as a going
concern has become  reasonably  assured due to our receipt of  financing in June
and July 2004. However, our ongoing operations continue to be dependent upon our
ability to raise  capital.  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, as amended,  and our  Quarterly  Report on
Form 10-QSB for the quarter ended June 30, 2004, as amended.






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

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 4 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." Valley has minimal operations and
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) and over-the-counter pharmaceutical products 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 drugs.

     Prior to the acquisition of Valley,  we were considered to be, and continue
to be, in the  development  stage and have 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 reported sales of $941 at June 30, 2004 of two of our products, GloveAid
and Pure-ific.


                                       2



The Offering

Securities offered  8,659,028 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) Includes:


    o    up to 2,388,535  shares of common stock,  issuable  upon  conversion of
         $750,000 in aggregate  principal amount of convertible  debentures held
         by Cornell  Capital  Partners,  LP, at a minimum  per share  conversion
         price of $0.75 until  December 1, 2004 and a maximum per share price of
         the lesser of $1.88 or 80% of the volume weighted  average price of the
         common  stock,  as quoted by  Bloomberg,  LP, during the 5 trading days
         immediately prior to the conversion date,


    o    up to 98,901  shares of common  stock  issuable,  at the option of the
         registrant,  upon conversion of convertible debentures held by Cornell
         with respect to accrued  interest  thereon  through the maturity  date
         thereof on the third anniversary of their issuance,


    o    up to 2,023,552  shares of common stock issuable upon written  request
         for an advance  under a Standby  Equity  Distribution  Agreement  with
         Cornell  Capital  Partners,  LP, and  190,084  shares of common  stock
         issued  as a  commitment  fee under the  Standby  Equity  Distribution
         Agreement.


    o    7,920 shares of common stock issued to Newbridge Securities Corporation
         as placement agent under the Standby Equity Distribution Agreement,


    o    962,962 shares of common stock held by Castlerigg Master Investments, 
         Ltd.,


    o    up to 962,962 shares of Common Stock issuable upon exercise of certain
         warrants held by Castlerigg, at a per share conversion price of $1.00,


    o    370,370 shares of common stock held by A.I. International Corporate 
         Holdings, Ltd.,

    o    up to  370,370  shares  of  Common  Stock  issuable  upon  exercise  of
         certain  warrants  held  by  A.I. International, at a per share 
         conversion price of $1.00,


    o    858,372 shares of common stock held by certain selling shareholders, 
         and


    o    425,000  shares of common  stock  issuable  upon  exercise  of  certain
         warrants held by certain selling shareholders.


     For a  description  of  the  agreements  between  us  and  Cornell  Capital
     Partners,  LP, see the section of this prospectus entitled "Agreements with
     Cornell Capital Partners,  LP." For a description of the agreements between
     us and Castlerigg Master Investments, Ltd. and A.I. International Corporate
     Holdings,  Ltd., see the section of this  prospectus  entitled  "Agreements
     with Castlerigg Master Investments, Ltd. and A.I.
     International Corporate Holdings, Ltd."


                                       3



     The shares described in the first clause above also includes the shares, if
any,  issuable  to the  holders of the  convertible  debentures  or  warrants as
liquidated damages or as a result of adjustments to those convertible debentures
and warrants.  For a description of the agreement  between us and the holders of
the  convertible  debentures,  see  the  section  of  this  prospectus  entitled
"AGREEMENTS WITH THE CONVERTIBLE DEBENTURE HOLDERS."

                                  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  expressed  substantial  doubt  about our  ability to
continue as a going  concern in their report on our December 31, 2003  financial
statements.

     Our independent  registered  public  accounting firm expressed  substantial
doubt about our ability to  continue as a going  concern in their  report on our
December  31,  2003  financial  statements.  Our  ability to continue as a going
concern has become  reasonably  assured due to our receipt of  financing in June
and July, 2004.  However,  our ongoing operations  continue to be dependent upon
our ability to raise capital.  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.  Our technologies are
in early stages of development. 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 need to
raise 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.

     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.

     As of August 31, 2004, we had  $1,706,764  in debt and accrued  interest on
our balance sheet, consisting of $1,025,959 in principal and $141,333 in accrued
but unpaid  interest  owed to  Gryffindor;  $375,000 in principal  and $2,750 in
accrued interest owed to the holders of our convertible  debentures and $149,000
in principal and $12,722 in accrued  interest owed to Dr.  Wachter.  The amounts
due to Gryffindor  are due in November  2004,  the amounts due to the holders of
the  convertible  debentures  are due in July 2007,  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.  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 are  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. We have
based this  estimate on  assumptions  that may prove to be wrong,  and we cannot
assure you 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

                                       4


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 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 did not  recognize  any  revenue  from these
products  in 2003,  as the  sales  of  these  products  were  not  material.  We
recognized  $941 of revenue  from sales of these  products  during the first and
second  quarters 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


                                       5



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.

     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:


                                       6



    o    Purell (manufactured by GOJO Industries),

    o    Avagard D (manufactured by 3M) and

    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 are not currently  aware of any of our
intellectual property that is being infringed upon.

     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.
We have not been  notified of any third  party's  belief that we are  infringing
upon their intellectual property.

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 our 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.


                                       7



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 June 30, 2004, we owed $183,750 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  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 June 30, 2004, 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.

                                       8



     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.


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 convertible  debentures is equal to
the lower of (i) $1.88 or (ii) an amount equal to 80% of the lowest daily volume
weighted average price of our common stock, as quoted by Bloomberg,  L.P. on the
maturity date. If the average market price of our common stock is so low that it
causes  the  conversion  rate  on  the  convertible  debentures  to  fall  below
approximately  $0.75, 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 convertible  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  convertible  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.

The Standby Equity Distribution  Agreement with Cornell Capital Partners, LP and
the  convertible  debentures  issued to  Cornell  Capital  Partners,  LP contain
certain  covenants that prohibit us from raising capital at less than the market
price or pledging assets to other lenders.

     The Standby Equity Distribution  Agreement and convertible  debentures with
Cornell  Capital  Partners,  LP contain  covenants  that  restrict the following
activities:

    o    Raising  capital  from the  sale of stock or other  securities
         convertible  into stock at a price less than the market  price
         of our common stock on the date of issuance; or

    o    Granting a security  interest  in our assets,  which  security
         interest  may be  needed  in order  to  obtain  borrowings  or
         capital from a lender.

     The existence of these  covenants may severely  limit our ability to borrow
money or raise capital from the sale of stock or convertible  securities because
any potential  lender will likely  require  collateral in the form of a security
interest  on our  assets  to  secure  a loan  and  purchasers  of our  stock  or
convertible  securities  may want to pay a discount  to the market  price of our
stock.

Future sales by our  stockholders  may adversely  affect our stock price and our
ability to raise funds in new stock offerings.

                                       9



     Sales of our common  stock in the public  market  following  this  offering
could lower the market  price of our common  stock.  Sales may also make it more
difficult for us to sell equity securities or  equity-related  securities in the
future at a time and price that our management deems acceptable or at all.

We may  not be  able  to  access  sufficient  funds  under  the  Standby  Equity
Distribution Agreement with Cornell Capital Partners, LP when needed.


     We are  dependent  on  external  financing  to  fund  our  operations.  Our
financing needs are expected to be provided from the Standby Equity Distribution
Agreement, in large part. No assurances can be given that such financing will be
available  in  sufficient  amounts or at all when needed,  in part,  because the
amount of financing  available  will  fluctuate with the price and volume of our
common  stock.  As the price and volume  decline,  then the amount of  financing
available under the Standby Equity Distribution Agreement will decline.

     There are additional  restrictions on our ability to request advances under
the Standby Equity Distribution  Agreement.  For example, our ability to request
an advance is conditioned  upon our  registering the shares of common stock with
the SEC.  Further,  we may not  request  advances  if the shares to be issued in
connection  with these advances  would result in Cornell  Capital  Partners,  LP
owning  more than  9.99% of our  outstanding  common  stock.  Even if we request
advances  the amount of each  advance is  limited to a maximum of  $250,000  per
advance and a maximum of $1,000,000 in any 30 day period.

     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 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

                                       10



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 $1,758,332.
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",  "Agreements with Castlerigg Master  Investments,  Ltd. and
A.I.  International   Corporate  Holdings,   Ltd."  and  "Description  of  Other
Transactions" for more information about the warrants.



                  Agreements with Cornell Capital Partners, LP

     We are  registering  a  portion  of the  shares  in  order to  satisfy  our
obligations to Cornell. Under a Securities Purchase Agreement,  dated as of July
28, 2004,  between us and  Cornell,  Cornell  committed to purchase  convertible
debentures  from us for an aggregate of $750,000.  We refer to this agreement in
this prospectus as the Securities Purchase Agreement.  We have received $375,000
from the  sale of  these  convertible  debentures  and  expect  to  receive  the
remaining $375,000 upon the filing of this registration statement.

     The  convertible  debentures  have a maturity date of July 28, 2007 and are
convertible into shares of our common stock at an initial  conversion rate equal
to the  lower of (i) $1.88 or (ii) an amount  equal to 80% of the  lowest  daily
volume weighted average price of our common stock, as quoted by Bloomberg,  L.P.
on the maturity date. Interest at 8% per annum is due on the earlier to occur of
the  redemption or the  conversion of the debenture or the maturity date. At the
time the interest is payable, we have the option to pay accrued interest in cash
or shares of our common  stock  valued at the  closing  bid price  quoted on the
principal market, as defined below, if the common stock is traded on a principal
market or the  closing  bid price as provided  by the  National  Association  of
Securities  Dealers,  Inc.  if the  common  stock is not  traded on a  principal
market.  In the event that we fail to meet our  obligations  under the  Investor
Registration Rights Agreement  associated with the convertible  debentures,  the
option to receive  accrued  interest in cash or in shares of common stock shifts
to Cornell. The option to convert the debenture into shares of our common stock,
however,  is subject to the condition that the issuance of such shares of common
stock to Cornell cannot result in Cornell 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.

     We have the  option,  upon 3  business  days  advance  notice,  to redeem a
portion, or all, of the outstanding convertible debentures. The redemption price
is equal to 110% of the amount redeemed plus accrued interest;  provided that if
on the date we  provide  notice,  our common  stock is greater  than 120% of the
closing  volume  weighted  average  price of our  common  stock as listed on The
National  Association  of Securities  Dealers Inc.'s  Over-The-Counter  Bulletin
Board,  Nasdaq SmallCap  Market,  or American Stock  Exchange,  each of which we
refer to as a principal  market,  as quoted by Bloomberg,  L.P.,  the redemption
price shall be 120% of the amount redeemed plus accrued interest.

     In connection with the issuance of the convertible  debentures,  we entered
into a Standby Equity Distribution  Agreement whereby Cornell may purchase up to
$20,000,000 of our common stock which shall be issuable upon our written request
for an advance. The agreement provides that Cornell will be granted common stock
at a price equal to the lowest volume weighted average price of the common stock
during the 5  consecutive  trading  days after the date we deliver the notice to
Cornell  requesting  an  advance.  Prior  to  execution  of the  Standby  Equity
Distribution  Agreement, we paid a due diligence fee to Cornell in the amount of
$2,500.  In  exchange  for the  commitment  of  Cornell as  contemplated  by the
agreement,  we issued  190,084  shares of our common  stock to  Cornell,  paid a
structuring fee of $10,000 to Cornell's  investment manager,  Yorkville Advisors
Management, LLC and paid a fee of $500 to the escrow agent, Butler Gonzalez LLP.
On each date money is advanced under the Standby Equity Distribution  Agreement,
we  further  agreed to pay  Cornell an amount  equal to 5% of the  dollar  value
advanced.  We also agreed to issue to Cornell  shares of our common  stock in an

                                       11


amount  equal to  $250,000  at a  conversion  rate  equal to $1.26 on the  first
anniversary of the date of the Standby Equity Distribution  Agreement if we draw
more than $8  million  during  the  first  year of the  agreement  or if we have
indicated  by written  notice to  Cornell of our desire not to request  advances
after the first  anniversary  of the  agreement.  If we fail to comply  with the
requirements of the agreement,  Cornell may pursue legal remedies against us. In
connection with the Standby Equity Distribution Agreement, we also issued shares
to 7,920  shares of our common  stock to  Newbridge  Securities  Corporation  as
placement agent.

     The terms of the convertible  debentures specify that Cornell can convert a
debenture by giving  notice to us. Each  conversion  is subject to the following
limitation:  Cornell  may  not  convert  a  debenture  to the  extent  that  the
conversion would result in Cornell and its 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).  If Cornell then disposes of
some or all of its holdings, it can again convert its debenture.

     The terms of the Standby Equity Distribution  Agreement specify that we can
request an advance by giving  notice to Cornell.  Each advance is subject to the
following  limitation:  we may not  request an  advance  to the extent  that the
advance would result in Cornell and its affiliates beneficially owning more than
9.99% of our then outstanding stock (after taking into account the shares of our
common stock issuable upon the advance). If Cornell then disposes of some or all
of its holdings, it can again advance.

     Pursuant to the Securities Purchase Agreement and an Investor  Registration
Rights  Agreement,  we are obligated  initially to register under the Securities
Act the number of shares issuable on conversion of the full aggregate  principal
amount of the convertible  debentures plus interest  thereon accrued through the
maturity date thereof which, at our option, may be paid either in cash or shares
of common stock.  Pursuant to the Standby  Equity  Distribution  Agreement and a
Registration Rights Agreement,  we are obligated initially to register under the
Securities Act a portion of the number of shares of common stock issuable to the
investor under the Standby Equity Distribution  Agreement. 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  Cornell may sell all shares
registered on its behalf under this prospectus under Rule 144 promulgated  under
the  Securities  Act,  or the date on which  Cornell no longer owns any of those
shares.

     In the  Securities  Purchase  Agreement,  we have agreed that,  without the
prior  consent of Cornell,  we will not issue or sell shares of common  stock or
preferred stock (i) without  consideration or for a consideration per share less
than the bid  price of the  common  stock  determined  immediately  prior to its
issuance,  (ii) any warrant,  option,  right,  contract,  call or other security
instrument  granting  the  holder  thereof,  the right to acquire  common  stock
without  consideration or for a consideration  less than such common stock's bid
price value determined  immediately prior to its issuance,  (iii) enter into any
security  instrument  granting the holder a security  interest in any and all of
our  assets,  except  that we may grant a  security  interest  to a lender  that
provides  purchase money financing for inventory and equipment and such security
relates  solely to the inventory  and  equipment so purchased,  or (iv) file any
registration  statement on Form S-8,  except for our Amended and  Restated  2002
Stock Plan (which may not be modified during the term of the agreement).

     Under the Investor  Registration  Rights Agreement,  we may be obligated to
pay liquidated damages to Cornell if the registration  statement is not filed by
October 8, 2004 or if the  registration  statement is not declared  effective by
November  10, 2004 or if,  sales  cannot be made  pursuant  to the  registration
statement  (whether  because  of a failure  to keep the  registration  statement
effective,  failure to disclose such information as is necessary for sales to be
made  pursuant to the  registration  statement,  failure to register  sufficient
shares of common  stock or  otherwise).  The amount that we must pay to Cornell,
within 3 business  days after  demand  therefore,  in respect of the  liquidated
damages  associated with the delay in or reduction of Cornell's  ability to sell
the  underlying  shares of common stock is, at Cornell's  option,  either a cash
amount or shares of our common stock equal to 2% of the liquidated  value of the
convertible  debentures outstanding for each 30 day period after October 8, 2004
or November 10, 2004 as the case may be.

     We  refer  you  to  the  Securities   Purchase   Agreement,   the  Investor
Registration Rights Agreement,  and the form of convertible debentures,  and the
Standby Equity Distribution Agreement and the Registration Rights Agreement that
are  filed  as  exhibits  to  this  registration  statement  for  more  complete
description of the complex provisions that are summarized under this caption.

     Agreements with Castlerigg Master Investments,  Ltd. and A.I. International
     Corporate Holdings, Ltd.

     We are  registering  a  portion  of the  shares  in  order to  satisfy  our
obligations to Castlerigg and A.I.  International.  Under a Securities  Purchase
Agreement,  dated  as of  June  25,  2004,  between  us,  Castlerigg,  and  A.I.
International, among others, Castlerigg, A.I. International and others committed
to purchase  shares of common  stock and  warrants  from us for an  aggregate of
$1,000,000.  We refer to this  agreement in this  prospectus  as the  Castlerigg
Securities  Purchase  Agreement.  We have  received all of the proceeds from the
sale of the shares of common stock and warrants.

                                       12


     The warrants  have  various  maturity  dates  ranging from June 25, 2009 to
August 9, 2009 and are  exercisable  at an initial  exercise  price of $1.00 per
share.  In the case of a stock split or reverse  stock  split,  stock  dividend,
reclassification of the common stock, recapitalization, merger or consolidation,
or like capital  adjustment  affecting the common stock prior to the exercise of
the  warrant,  then the holder of the warrant is entitled to purchase the number
of  additional  shares of common  stock that will cause (i) the total  number of
shares of common  stock the  holder is  entitled  to  purchase  pursuant  to the
warrant,  multiplied  by (ii) the adjusted  exercise  price per share,  to equal
(iii) the dollar amount of the title number of shares of common stock the holder
is entitled to purchase before adjustment multiplied by the total exercise price
immediately before adjustment.

     The terms of the warrants specify that the holder can exercise a warrant by
giving notice to us. Each  conversion  is subject to the following  limitations:
the holder may not exercise  its warrant to the extent that the  exercise  would
result in the owner and its  affiliates  beneficially  owning more than 9.99% of
our then  outstanding  stock (after taking into account the shares of our common
stock issuable upon the warrant  exercise).  If the holder then disposes of some
or all of its holdings, it can again exercise its warrant.

     Pursuant to the Castlerigg Securities Purchase Agreement and a registration
rights  agreement,  we are obligated  initially to register under the Securities
Act the number of shares issuable on full exercise of the warrants.  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.

     Under  the  registration  rights  agreement,  we  may be  obligated  to pay
penalties to the holders of the common  stock and  warrants if the  registration
statement  is not filed by October 8, 2004 or if the  registration  statement is
not declared  effective by November 22, 2004. If the  registration  statement is
not filed by October 8, 2004,  we will be  obligated  to pay 2% of the  purchase
price  for the  first 30 day  period  following  October  8,  2004 and 2% of the
purchase price for each  subsequent 30 day period (pro rated for each subsequent
period that is less than 30 days). If the registration statement is not declared
effective by filed by November  22, 2004,  we will be obligated to pay 2% of the
purchase price for the first 30 day period following November 22, 2004 and 2% of
the purchase price for each subsequent 30 day period.  The additional shares, if
any,  which  might be issued to a holder of the  debentures  in payment of these
penalties  are covered by the  registration  statement and this  prospectus.  We
refer  you to the  Castlerigg  Securities  Purchase  Agreement,  the  Castlerigg
registration rights agreement, and the form of Castlerigg warrant 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  858,372 shares held by other selling  shareholders
and 425,000  shares  issuable  upon  exercise of warrants  held by other selling
shareholders other than Cornell,  Newbridge Securities Corporation,  Castlerigg,
A.I.  International or affiliates thereof.  These selling shareholders  acquired
their beneficial interest in the common stock through various private placements
of securities. Certain of 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 Investor  Registration  Rights  Agreement  and 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.  Other  selling  shareholders  are
permitted  to have  their  shares  registered  for  resale  in the  registration
statement  pursuant  to a  registration  rights  agreement.  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 July
31, 2004, 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 Newbridge  Securities  Corporation,  the selling
shareholders  acquired  their  beneficial  interests in the shares being offered
hereby in the transactions described under the headings "Agreements with Cornell
Capital Partners, LP," "Agreements with Castlerigg Master Investments,  Ltd. and
A.I. International Corporate Holdings, Ltd." and in private placements described
under the heading  "Description of Other  Transactions." As compensation for its
services  as  placement  agent  for  private  placement  of the  Standby  Equity
Distribution   Agreement,   we  issued  common  stock  to  Newbridge  Securities
Corporation and its designees in connection with that private placement.

                                       13


     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  convertible  debentures and the exercise of their  warrants,  if any. The
most  significant of these  limitations is that the selling  shareholder may not
convert its convertible  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         %
-------------------                                   ----------          -----------------        -------------         -
Cornell Capital Partners, L.P. (1)                      772,925             4,701,072 (9)                0               0
Newbridge Securities Corporation (2)                      7,920                 7,920                    0               0
Castlerigg Master Investments, Ltd. (3)               1,612,156          1,925,924 (10)(12)              0               0
A.I. International Holdings, Ltd. (4)                   740,740           740,740 (10)(12)               0               0
Platinum Partners Value Arbitrage Fund (5)              250,000           250,000 (11)(12)               0               0
Huberfeld Family, LLC (6)                                75,000            75,000 (11)(12)               0               0
M/S Family Foundation (7)                                50,000            50,000 (11)(12)               0               0
Eliezer Rosenthal                                        50,000            50,000 (11)(12)               0               0
Strategic Growth International, Inc.                    122,608             122,608 (11)                 0               0
Bruce A. Cosgrove (8)                                   255,882             255,882 (11)                 0               0
George F. Matin (8)                                     255,882             255,882 (11)                 0               0
Phillip C. Baker(8)                                     200,000              200,000(11)                 0               0
Kevin Leigh (8)                                          53,000              24,000(11)               29,000             *


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

*  Less than 1%

(1) Cornell Capital Partners,  LP is an "underwriter"  within the meaning of the
Securities  Act in  connection  with the sale of common  stock under the Standby
Equity Distribution Agreement. The selling shareholder advised us that it is not
a  broker-dealer  and is not affiliated  with any  broker-dealer  and the person
making the  investment  decisions on behalf of the selling  shareholder  is Mark
Angelo.

(2) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated with any broker-dealer and the person making the investment decisions
on behalf of the selling shareholder is Guy Amico.

(3) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated with any broker-dealer and no natural person beneficially owns shares
of common stock or the shares of common stock  issuable  upon  conversion of the
warrants.

(4) The selling shareholder advised us that it is not a broker-dealer and is not
affiliated with any broker-dealer and no natural person beneficially owns shares
of common stock or the shares of common stock  issuable  upon  conversion of the
warrants.

(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  warrant  and the shares of common  stock  issuable  upon
conversion of the warrant is Mark Nordlicht.

(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  warrant  and the shares of common  stock  issuable  upon
conversion of the warrant is Philip Huberfeld.

(7) 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  warrant  and the shares of common  stock  issuable  upon
conversion of the warrant is Shoshana Englander.

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

                                       14


(9) The  numbers on the table  reflect an estimate of a portion of the number of
shares issued or issuable to the selling  shareholder.  We are  registering  the
shares underlying the convertible debentures held by the selling shareholder and
a portion of the 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 Cornell
Capital Partners, LP" for more information regarding our convertible debentures.

(10) The numbers on the table reflect an estimate of the number of shares issued
or issuable to the selling shareholder. We are registering the shares underlying
the  warrants  held  by the  selling  shareholder.  See  the  sections  of  this
prospectus titled "Agreements with Castlerigg Master Investments,  Ltd. and A.I.
International  Corporate  Holdings,  Ltd." for more  information  regarding  our
convertible debentures.

(11) The  numbers on the table  reflect  the actual  number of shares  issued or
issuable to the selling shareholder.  See the sections of this prospectus titled
"Description of Other Transactions."

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

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 15,489,472  shares were outstanding and held of record
as of September 27, 2004,  by  approximately  1,800  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 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

                                       15


election  of  directors,  voting as a single  voting  group.  Our  Bylaws 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,  as amended,  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  3,000,000  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;

                                       16


    o   a combination of any such methods of sale; and

    o   any other method permitted pursuant to applicable law.


     Cornell Capital Partners,  LP is an "underwriter" within the meaning of the
Securities  Act in  connection  with the sale of common  stock under the Standby
Equity  Distribution  Agreement.  Other  than the  shares of common  stock to be
issued under the Standby  Equity  Distribution  Agreement  with Cornell  Capital
Partners, LP, 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

                                       17


or  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,

                                       18


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.

     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:

                                       19


    o   Our Annual  Report on Form 10-KSB,  for the fiscal year ended  December 
        31, 2003, as filed with the SEC on March 30, 2004, and as amended on 
        July 19, 2004, October 7, 2004 and November 1, 2004.

    o   Our Quarterly Report on Form 10-QSB for the quarter ended March 31, 
        2004, as filed with the SEC on May 17, 2004, and as amended on October
        7, 2004.

    o   Our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004,
        as filed with the SEC on August 16, 2004, and as amended on October 7,
        2004.

    o   Our Current Reports on Form 8-K, dated:

            o   March 25, 2004

            o   June 29, 2004

            o   July 28, 2004

            o   October 27, 2004

    o   Our Definitive Proxy Statement to Shareholders, dated April 29, 2004.

     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.

     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  registered public
accounting  firm,  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 hereto 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, P.C., 207 Mockingbird Lane, P.O.
Box 3038, Johnson City, Tennessee 37602.


                                       20




                                     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                 $     899.62
       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                                  $62,900.18


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% Secured Convertible Debenture related to the Securities
              Purchase Agreement (as defined below)

   4.2        Investor  Registration Rights Agreement dated as of July 28, 2004
              by and among the Company and the investors  named therein related
              to the  Securities  Purchase  Agreement  (as defined  below),  as
              amended by Amendment to Investor  Registration  Rights  Agreement
              dated as of September 30, 2004

   4.3        Registration  Rights  Agreement  dated as of July 28,  2004 by and
              between the Company and Cornell  Capital  Partners,  LP related to
              the Standby Equity Distribution Agreement (as defined below)

   4.4        Form of Warrant related to the Castlerigg Securities Purchase 
              Agreement (as defined below)

   4.5        Registration  Rights  Agreement  dated as of June 25, 2004 by and
              among the Company, A.I. International  Corporate Holdings,  Ltd.,
              American Equity Consulting  Services,  Inc. and Castlerigg Master
              Investments, Ltd., as amended by Amendment to Registration Rights
              Agreement dated as of September 30, 2004

   4.6        Registration Rights Agreement dated as of June 25, 2004 by and 
              among the Company, Martin Stern, Huberfeld Family, LLC, Platinum 
              Partners Value Arbitrage Fund LP, M/S/ Family Foundation, and
              Eliezer Rosenthal

   4.7 (1)    Form of Warrant issued to selling shareholders other than Cornell 
              Capital Partners, LP, A.I. International Corporate Holdings, Ltd.,
              and Castlerigg Master Investments, Ltd.

   4.8 (1)    Registration Rights Agreement dated as of September 4, 2003 by and
              among the Company and Bruce A. Cosgrove and George F. Matin

   4.9        Consulting Agreement dated as of November 5, 2003 by and between 
              the Company and Phillip C. Baker

   4.10       Letter  Agreement dated February 20, 2003 between the Company and
              SGI  incorporated  herein by  regerence  to Exhibit  10.12 to the
              Company's  Quarterly  Report on Form 10-QSB dated March 31, 2003,
              as filed with the SEC on May 9, 2003.


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

   10.1       Securities  Purchase  Agreement  dated as of July 28,  2004 by and
              among the Company and the buyers named  therein  (the  "Securities
              Purchase Agreement")

                                      II-1



   10.2       Standby Equity Distribution Agreement dated as of July 28, 2004 by
              and between the Company  and  Cornell  Capital  Partners,  LP (the
              "Standby Equity Distribution Agreement")

   10.3       Securities  Purchase  Agreement  dated as of June 25, 2004 by and
              among the Company, A.I. International  Corporate Holdings,  Ltd.,
              American Equity Consulting  Services,  Inc. and Castlerigg Master
              Investments,  Ltd., as amended on August 4, 2004 (the "Castlerigg
              Securities Purchase Agreement")

   13.1 (2)   Annual Report on Form 10-KSB/A, as amended, for the fiscal year 
              ended December 31, 2003

   13.2 (3)   Quarterly Report on Form 10-QSB/A for the quarter ended 
              March 31, 2004

   13.2 (4)   Quarterly Report on Form 10-QSB/A for the quarter ended 
              June 30, 2004

   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).

(1)  Previously  filed with the SEC on  February  12,  2004 as an exhibit to the
     Company's subsequently withdrawn Form S-2. 
(2)  Previously filed with the SEC on November 1, 2004.
(3)  Previously filed with the SEC on October 7, 2004.
(4)  Previously filed with the SEC on October 7, 2004.


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.


                                      II-2



     (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.

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 Amendment No. 1 to the  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 November 5, 2004.

                                        Provectus Pharmaceuticals, Inc.

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


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


     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 November 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
---------------------------------        (Principal accounting 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


*By Timothy C. Scott, Attorney-In-Fact


                                      II-4



                                  EXHIBIT INDEX

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

   4.1        Form of 8% Secured Convertible Debenture related to the Securities
              Purchase Agreement (as defined below)

   4.2        Investor  Registration Rights Agreement dated as of July 28, 2004
              by and among the Company and the investors  named therein related
              to the  Securities  Purchase  Agreement  (as defined  below),  as
              amended by Amendment to Investor  Registration  Rights  Agreement
              dated as of  September  30,  2004

   4.3        Registration  Rights  Agreement  dated as of July 28,  2004 by and
              between the Company and Cornell  Capital  Partners,  LP related to
              the Standby Equity Distribution Agreement (as defined below)

   4.4        Form of Warrant related to the Castlerigg Securities Purchase 
              Agreement (as defined below)

   4.5        Registration  Rights  Agreement  dated as of June 25, 2004 by and
              among the Company, A.I. International  Corporate Holdings,  Ltd.,
              American Equity Consulting  Services,  Inc. and Castlerigg Master
              Investments, Ltd., as amended by Amendment to Registration Rights
              Agreement  dated as of September 30, 2004

   4.6        Registration Rights Agreement dated as of June 25, 2004 by and 
              among the Company, Martin Stern, Huberfeld Family, LLC, Platinum 
              Partners Value Arbitrage Fund LP, M/S/ Family Foundation, and
              Eliezer Rosenthal

   4.7 (1)    Form of Warrant issued to selling shareholders other than Cornell
              Capital Partners, LP, A.I. International Corporate Holdings, Ltd.,
              and Castlerigg Master Investments, Ltd.

   4.8 (1)    Registration Rights Agreement dated as of September 4, 2003 by and
              among the Company and Bruce A. Cosgrove and George F. Matin

   4.9        Consulting Agreement dated as of November 5, 2003 by and between 
              the Company and Phillip C. Baker

   4.10       Letter  Agreement dated February 20, 2003 between the Company and
              SGI  incorporated  herein by  reference  to Exhibit  10.12 to the
              Company's  Quarterly  Report on Form 10-QSB dated March 31, 2003,
              as filed with the SEC on May 9, 2003

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

   10.1       Securities  Purchase  Agreement  dated as of July 28,  2004 by and
              among the Company and the buyers named  therein  (the  "Securities
              Purchase Agreement")

   10.2       Standby Equity Distribution Agreement dated as of July 28, 2004 by
              and between the Company  and  Cornell  Capital  Partners,  LP (the
              "Standby Equity Distribution Agreement")

   10.3       Securities  Purchase  Agreement  dated as of June 25, 2004 by and
              among the Company, A.I. International  Corporate Holdings,  Ltd.,
              American Equity Consulting  Services,  Inc. and Castlerigg Master
              Investments,  Ltd., as amended on August 4, 2004 (the "Castlerigg
              Securities Purchase Agreement")

   13.1 (2)   Annual Report on Form 10-KSB/A, as amended, for the fiscal year 
              ended December 31, 2003

   13.2 (3)   Quarterly Report on Form 10-QSB/A for the quarter ended 
              March 31, 2004

   13.2 (4)   Quarterly Report on Form 10-QSB/A for the quarter ended 
              June 30, 2004

   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).

(1)  Previously  filed with the SEC on  February  12,  2004 as an exhibit to the
     Company's subsequently withdrawn Form S-2.

(2)  Previously filed with the SEC on November 1, 2004.

(3)  Previously filed with the SEC on October 7, 2004.

(4)  Previously filed with the SEC on October 7, 2004.