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

                                   FORM 10-QSB
(Mark One)

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

     For the quarterly period ended September 30, 2004

                                       OR

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

     For the transition period from __________ to _______________

                         Commission file number: 0-9410

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

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

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

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

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


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

     The number of shares  outstanding of the issuer's  stock,  $0.001 par value
per share, as of September 30, 2004 was 15,341,324.

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






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



                                                                                                    
                                                                                                     
                                                                               September 30,         December 31,
                                                                                      2004                 2003
---------------------------------------------------------------------------------------------------------------
                                                                                                      
                                                                                (Unaudited)           (Audited)
                                                                                                      Restated
                                                                                                       (Note 9)
Assets

Current Assets
     Cash                                                                  $         5,640    $         164,145
     Stock subscription receivable                                                       -               87,875
     Deferred loan costs, net of amortization of $5,178 and $19,569                 84,822              150,961
     Inventory                                                                      68,455               72,578
     Prepaid expenses and other current assets                                      20,370               26,227
     Prepaid consulting expense                                                    320,542              420,817
     Prepaid commitment fee                                                        310,866                    -
---------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               810,695              922,603
---------------------------------------------------------------------------------------------------------------

Equipment and Furnishings, less accumulated depreciation of
     $361,868 and $244,760                                                           4,703              121,415

Patents, net of amortization of $1,252,757 and $749,417                         10,462,688           10,966,028

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

                                                                           $    11,305,086    $      12,037,046
---------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficit

Current Liabilities
     Accounts payable - trade                                              $       158,070    $         100,640
     Accrued compensation                                                          174,439              352,500
     Accrued expenses                                                               86,666               57,549
     Accrued interest                                                              166,564              100,021
     Short-term convertible debt, net of debt discount of
         $442,623 at December 31, 2003                                                   -               57,377
     Current maturities of long-term convertible debt, net of debt
         discount of $9,582 and $57,052                                          1,016,376              968,907
---------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                        1,602,115            1,636,994
---------------------------------------------------------------------------------------------------------------

Loan From Stockholder                                                              149,000              149,000
---------------------------------------------------------------------------------------------------------------
Long-term convertible debt, net of debt discount of $239,392 
         at September 30, 2004                                                     135,608                    -
---------------------------------------------------------------------------------------------------------------
Stockholders' Equity
     Common stock; par value $.001 per share; 100,000,000 shares 
         authorized; 15,341,324 and 10,867,509 shares issued and
         outstanding, respectively                                                  15,341               10,868
     Paid-in capital                                                            23,134,877           20,461,632
     Deficit accumulated during the development stage                          (13,731,855)         (10,221,448)
----------------------------------------------------------------------------------------------------------------

         TOTAL STOCKHOLDERS' EQUITY                                              9,418,363           10,251,052
---------------------------------------------------------------------------------------------------------------

                                                                           $    11,305,086    $      12,037,046
---------------------------------------------------------------------------------------------------------------

                          
                                      -2-



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




                                                                                                                  Cumulative
                                                                                                                 Amounts from    
                                                                                                                   January 17,
                                                                                                                       2002
                                       Three              Three              Nine                Nine             (Inception)
                                    Months Ended       Months Ended       Months Ended        Months Ended         Through 
                                    September 30,      September 30,     September 30,       September 30,      September 30, 
                                        2004               2003               2004                2003               2004
------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
                                        (Unaudited)       (Unaudited)       (Unaudited)        (Unaudited)         (Unaudited)
                                                            Restated                              Restated 
                                                            (Note 9)                              (Note 9) 
Operating Income
        Net OTC Product Revenue     $          439     $           -      $       1,380    $               -     $       1,380
        Net Medical Device Revenue               -                 -             13,125                    -            13,125

Operating Expenses
     Research and development              379,113            95,084            813,252              331,370         1,588,890
     General and administrative            537,417           570,697          1,353,635            1,518,039         9,858,831
     Amortization                          167,780           167,780            503,340              503,340         1,252,757
------------------------------------------------------------------------------------------------------------------------------
Total operating loss                    (1,083,871)         (833,561)        (2,655,722)          (2,352,749)      (12,685,973)

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

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

Net interest (expense) income             (64,651)           (38,507)          (754,166)            (114,759)       (1,000,363)
-------------------------------------------------------------------------------------------------------------------------------

Net Loss Applicable to Common          
    Stockholders                    $   1,148,522)     $    (872,062)     $   (3,510,407)  $      (2,412,508)    $ (13,731,855)
-------------------------------------------------------------------------------------------------------------------------------

Basic and Diluted Loss Per            
  Common Share                               (.08)             (0.09)              (0.26)             ( 0.25)
-------------------------------------------------------------------------------------------------------------------------------

Weighted Average Number of
         Common Shares
         Outstanding -
         Basic and Diluted             15,080,661          9,721,022          13,606,164            9,553,591
-------------------------------------------------------------------------------------------------------------------------------

                             
                See accompanying notes to financial statements.




                                      -3-


                        PROVECTUS PHARMACEUTICALS, INC.
                         (A Development-Stage Company)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  (unaudited)




------------------------------------------------------------------------------------------------------------------------------------
                                                            Common Stock
                                                 -----------------------------------
                                                       Number                           Paid-in        Accumulated
                                                     of Shares        Par Value         Capital          Deficit            Total
                                                                                                                  
Balance, at January 17, 2002                                   -    $           -   $            -   $           -         $      -

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

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

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

Balance, at December 31, 2002                          9,423,689            9,424       18,780,291      (7,066,135)      11,723,580

     Issuance of stock for services                      764,000              764          239,036               -          239,800
     Issuance of warrants for services                   -                -                145,479               -          145,479
     Stock to be issued for services                     -                -                281,500               -          281,500
     Employee compensation from stock options            -                -                 34,659               -           34,659
     Issuance of stock pursuant to Regulation S          679,820              680          379,667               -          380,347
     Beneficial conversion related to
         convertible debt                                                                  601,000                          601,000
     Net loss for the year ended
         December 31, 2004                                     -                -                -      (3,155,313)      (3,155,313)
                                                   -------------    -------------   --------------   --------------   --------------

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

     Issuance of stock for services                      693,040              693          421,038               -          421,731
     Issuance of warrants for services                         -                -          347,800               -          347,800
     Exercise of warrants                                 10,000               10            4,990               -            5,000
     Employee compensation from stock options            -                -                 11,709               -           11,709
     Issuance of stock pursuant to Regulation S        2,437,443            2,437          790,701               -          793,138
     Issuance of stock pursuant to Regulation D        1,333,332            1,333          843,001               -          844,334
     Beneficial conversion related to
         convertible debt                                      -                -          254,006               -          254,006
     Net loss for the nine months ended
         September 30, 2004                                    -                -                -      (3,510,407)      (3,510,407)
------------------------------------------------------------------------------------------------------------------------------------

Balance, at September 30, 2004                        15,341,324    $      15,341   $   23,134,877   $ (13,731,855)  $    9,418,363
------------------------------------------------------------------------------------------------------------------------------------

                           
                 See accompanying notes to financial statements.

                                      -4-


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



                                                                                                           Cumulative  
                                                                                                          Amounts from
                                                                                                            January 17, 
                                                                                                              2002
                                                                   Nine                 Nine              (Inception)  
                                                               Months Ended          Months Ended             through
                                                               September 30,        September 30,         September 30,
                                                                   2004                  2003                  2004
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 
                                                                (Unaudited)            (Unaudited)         (Unaudited) 
                                                                                         Restated
                                                                                         (Note 9)

Cash Flows From Operating Activities
     Net loss                                               $       (3,510,407)   $      (2,412,508)  $     (13,731,855)
     Adjustments to reconcile net loss to
         net cash used in operating activities
         Depreciation                                                  117,107              187,293             384,868
         Amortization of patents                                       503,340              503,340           1,252,757
         Amortization of original issue discount                       504,706               47,229             631,618
         Amortization of prepaid consultant expense                    491,773                    -             491,773
         Amortization of deferred loan costs                           156,139                    -             175,708
         Compensation through issuance of stock options                 11,709               33,853              46,368
         Compensation through issuance of stock                              -                    -             932,000
         Issuance of stock for services                                 48,368               40,884           5,697,018
         Issuance of warrants for services                              18,800               87,812             120,112
         Gain on sale of fixed asset                                         -              (55,000)            (55,000)
         Increase (decrease) in assets
              Prepaid expenses                                           5,857               26,332             (20,370)
              Inventory                                                  4,123              (72,578)            (68,455)
         Increase (decrease) in liabilities
              Accounts payable                                          57,430              205,199             154,425
              Accrued expenses                                        (169,067)             459,846             341,003
-----------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                               (1,760,122)            (948,298)         (3,648,030)
-----------------------------------------------------------------------------------------------------------------------

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

Net cash (used in) provided by investing activities                       (395)             176,699             176,304
-----------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
     Proceeds from loans from stockholder                                    -               40,000             149,000
     Proceeds from convertible debt                                    375,000               25,959           1,900,959
     Proceeds from sale of common stock                              1,812,012                    -           2,129,484
     Proceeds from exercise of warrants                                  5,000                    -               5,453
     Cash paid to retire convertible debt                             (500,000)                   -            (500,000)
     Cash paid for deferred loan costs                                 (90,000)                   -            (159,530)
     Purchase and retirement of common stock                                 -                    -             (48,000)
-----------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                            1,602,012               65,959           3,477,366
-----------------------------------------------------------------------------------------------------------------------


                                       -5-



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



                                                                                                  Cumulative
                                                                                                 Amounts from
                                                                                                 January 17,
                                                                                                     2002        
                                                            Nine                  Nine           (Inception)
                                                        Months Ended          Months Ended         through
                                                        September 30,        September 30,       September 30,
                                                            2004                  2003            (Inception)
--------------------------------------------------------------------------------------------------------------------
                                                                                         
                                                         (Unaudited)             (Unaudited)        (Unaudited)
                                                                                   Restated
                                                                                   (Note 9)

NET CHANGE IN CASH                                     $       (158,505)     $     (705,640)    $         5,640

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

Cash, at end of period                                 $          5,640      $       12,193     $         5,640
--------------------------------------------------------------------------------------------------------------------



Supplemental Disclosure of Noncash Investing and
Financing Activities

  September 30, 2004
   Issuance of stock in exchange for standby
     equity commitment of $310,866
   Issuance of warrants in exchange for
     prepaid services of $329,000
   Issuance of stock in exchange for prepaid
      services of $62,500
   Discounts on convertible debt of $254,006
   Accrual of $86,666 for stock issuance
    costs off-set against gross proceeds
    from sale of common stock

   September 30, 2003
    Stock and warrants issued to consultants
    for prepaid services of $235,583
                            

                 See accompanying notes to financial statements.


                                      -6-



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   BASIS OF PRESENTATION

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

2.   GOING CONCERN

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

     At September 30, 2004, as a result of the financing  transaction  described
in Note  5(e),  there is no longer  doubt  regarding  the  Company's  ability to
continue as a going concern.

3.   RECAPITALIZATION AND MERGER

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

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

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

4.   BASIC AND DILUTED LOSS PER COMMON SHARE

     Basic and diluted loss per common  share is computed  based on the weighted
average number of common shares outstanding.  Loss per share excludes the impact
of outstanding options, warrants, and convertible debt as they are antidilutive.
Potential  common shares excluded from the calculation at September 30, 2004 are
2,478,333

                                      -7-

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


warrants,  1,725,000  options and 2,168,069  shares  issuable upon conversion of
convertible debt and interest.  Additionally,  the Company is committed to issue
20,000  warrants.  Included  in the  weighted  average  number of common  shares
outstanding  are 189,274  shares  committed to be issued but not  outstanding at
September 30, 2004.

5.   EQUITY TRANSACTIONS

     (a) At December 31, 2003, the Company was committed to issue 416,606 shares
to consultants in exchange for services  rendered.  In January 2004,  341,606 of
these shares were issued. In January 2004, the Company also issued 10,000 shares
to a consultant in exchange for services  rendered.  Consulting costs charged to
operations  were $11,500.  In March 2004, the Company  committed to issue 36,764
shares to  consultants  in exchange for  services.  Consulting  costs charged to
operations were $62,500. These 36,764 shares, along with 75,000 shares committed
in 2003 were issued in August  2004.  In August  2004,  the Company  also issued
15,000  shares to a consultant  in exchange for  services  rendered.  Consulting
costs charged to operations were $25,200.  In September 2004, the Company issued
16,666  shares to a consultant  in exchange for  services  rendered.  Consulting
costs charged to operations were $11,665.

     (b) In May 2004,  the Company  issued  20,000  warrants to  consultants  in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$18,800.  In August 2004, the Company issued 350,000  warrants to consultants in
exchange for  services  valued at $329,000.  At September  30, 2004,  $41,125 of
these costs have been charged to operations with the remaining $287,875 recorded
as prepaid consulting expense as it represents  payments for future services and
the warrants are fully-vested and non-forfeitable.

     (c) On June  25,  2004,  the  Company  entered  into an  agreement  to sell
1,333,333  shares of common  stock at a purchase  price of $.75 per share for an
aggregate  purchase  price  of  $1,000,000.   Payments  were  received  in  four
installments,  the last of which was on August 9, 2004.  Stock issuance costs of
$155,666  have been off-set  against the proceeds  received of which $86,666 was
accrued at September 30, 2004 as it relates to 66,667 shares of common stock not
issued as of September  30,  2004.  In  conjunction  with the sale of the common
stock, the Company issued 1,333,333 warrants with an exercise price of $1.00 and
a  termination  date of three  years  from the  installment  payment  dates.  In
addition,  the Company has given the  investors an option to purchase  1,333,333
shares of additional  stock  including the attachment of warrants under the same
terms as the original  agreement.  This option expires six months after the last
installment date.

     (d) In conjunction with the June 25, 2004 transaction,  the Company entered
into a redemption  agreement  for its $500,000 of short-term  convertible  debt.
Payments on the convertible debt corresponded to payments received from the sale
of common stock noted in Note 5(c). As a result,  the debt  discount  previously
recorded  on the  convertible  debt  and the  deferred  loan  costs  were  fully
amortized and recorded as additional interest expense of $127,378 as of June 30,
2004.  In addition to  principal  payments,  the  redemption  payments  included
accrued  interest and a premium  payment of $100,519.  This premium  payment has
been  recorded  as loss on  extinguishment  of debt  as of  June  30,  2004.  At
September 30, 2004, there were no amounts  outstanding related to the short-term
convertible debt.

     (e) Pursuant to a Standby Equity Distribution Agreement ("SEDA") dated July
28, 2004 between the Company and Cornell Capital Partners, L.P. ("Cornell"), the
Company may, at its  discretion,  issue shares of common stock to Cornell at any
time until June 28, 2006.  As of September  30, 2004 there were no shares issued
pursuant to the SEDA.  The  maximum  aggregate  amount of the equity  placements
pursuant  to the SEDA is $20  million,  and the  Company  may draw down up to $1
million per month.  Pursuant to the SEDA, on July 28, 2004,  the Company  issued
190,084  shares of common  stock to Cornell and 7,920  shares of common stock to
Newbridge Securities  Corporation as commitment shares. These 198,004 shares had
a FMV of $310,866 on July 28, 2004 which is being amortized over the term of the
commitment period which is one year.

     (f) On July 28,  2004,  the Company  entered  into an agreement to issue 8%
convertible  debentures  to Cornell  Capital  Partners in the amount of $375,000
which  is due  together  with  interest  on  July  28,  2007.  This  debt  has a
subordinated  security interest in the assets of the Company. The debentures are
convertible into common stock at a price per share equal to the lesser of (a) an
amount equal to 120% of the closing Volume  Weighed  Average Price (VWAP) of the
common  stock as of the Closing  Date (July 28,  2004) or (b) an amount equal to
80% of the lowest daily VWAP of 
                                      -8-


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

the Company's common stock during the 5 trading days  immediately  preceding the
conversion  date.  There is a floor  conversion  price of $.75 until December 1,
2004.  Emerging  Issues  Task Force  Issue  98-5,  "Accounting  for  Convertible
Securities  with  Beneficial  Conversion  Features  or  Contingently  Adjustable
Conversion  Ratios" ("EITF 98-5")  requires the issuer to assume that the holder
will  not  convert  the  instrument  until  the  time  of  the  most  beneficial
conversion. EITF 98-5 also requires that if the conversion terms are based on an
unknown  future  amount,  which is the case in item (b) above,  the  calculation
should be  performed  using the  commitment  date which in this case is July 28,
2004. As a result,  the beneficial  conversion  amount was computed using 80% of
the lowest fair market value for the stock for the five days  preceding July 28,
2004  which  resulted  in  a  beneficial  conversion  amount  of  $254,006.  The
beneficial  conversion amount is being amortized over the term of the debt which
is three years. At September 30, 2004, $14,614 has been amortized.

     (g) In 2004, the Company sold 2,437,443  shares of restricted  common stock
under this offering of which  1,867,490  shares were issued in the first quarter
2004 and 569,953 were issued in the second quarter 2004. Shares were sold during
2004 at an average gross price of $0.98 per share with net proceeds of $793,138.
Costs related to the placement agent for proceeds received in 2004 of $1,588,302
have been off-set  against gross  proceeds of $2,381,439.  The  transaction is a
Regulations  S offering to foreign  investors as defined by  Regulation S of the
Securities Act. The restricted shares cannot be traded for 12 months.  After the
first 12 months,  sales of the shares are subject to restriction  under rule 144
for an additional year.

6.   STOCK-BASED COMPENSATION

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

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

     There were no stock options granted by the Company during the third quarter
of 2004.

     The Company has adopted the  disclosure-only  provisions  of  Statement  of
Financial   Accounting   Standards   No.  123,   "Accounting   for  Stock  Based
Compensation"  (SFAS No.  123),  but applies the  intrinsic  value  method where
compensation expense, if any, is recorded as the difference between the exercise
price and the market price, as set forth in Accounting  Principles Board Opinion
No. 25 for stock  options  granted to  employees  and  directors.  In 2003,  the
Company  issued stock options to employees in which the exercise  price was less
than the market price on the date of grant.  These options vest over three years
and  accordingly,  $11,709 of expense was  recorded  for the nine  months  ended
September 30, 2004. If the Company had elected to recognize compensation expense
based  on the  fair  value  at the  grant  dates,  consistent  with  the  method
prescribed  by SFAS No. 123,  net loss per share would have been  changed to the
pro forma amount indicated below:



                                                              Three Months                           Nine Months
                                                                 Ended                                 Ended 
                                            Three Months      September 30,     Nine Months        September 30,
                                               Ended              2003             Ended                2003 
                                            September 30,       Restated        September 30,          Restated
                                               2004             (Note 9)            2004              (Note 9)
----------------------------------------  -----------------  ----------------  ----------------  ----------------- 
                                                                                         
Net loss, as reported                     $     (1,148,522)   $      (872,068)  $    (3,510,407)  $   (2,412,508)
Add stock-based employee compensation    
    expense included in reported net
    loss                                             3,903              6,347            11,709           33,853
Less total stock-based employee       
    compensation expense determined
    under the fair value based method
    for all awards                                 (90,938)           (13,200)         (591,563)         (70,400)
----------------------------------------  -----------------  ----------------  ----------------  ----------------- 
Pro forma net loss                        $     (1,235,557)  $       (878,921)  $    (4,090,261)  $   (2,449,055)
----------------------------------------  -----------------  ----------------  ----------------  ----------------- 
Basic and diluted loss per common     
     share, as reported                   $          (0.08)  $          (0.09)  $         (0.26)  $        (0.25)
Basic and diluted loss per common
     share, pro forma                     $          (0.08)  $          (0.09)  $         (0.30)  $        (0.26)  

                                      -9-


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

7.   REVENUE RECOGNITION

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

8.   SUBSEQUENT EVENTS

     (a) Pursuant to a Standby Equity Distribution Agreement ("SEDA") dated July
28, 2004 between the Company and Cornell Capital Partners, L.P. ("Cornell"), the
Company may, at its  discretion,  issue shares of common stock to Cornell at any
time over the next two  years.  The  facility  is subject to having in effect an
effective  registration  statement covering the shares. A registration statement
covering  2,023,552  shares  has been  filed with the  Securities  and  Exchange
Commission.

     (b) Pursuant to a  Securities  Purchase  Agreement  between the Company and
Cornell dated July 28, 2004 (the "Debenture  SPA"),  the Company issued a second
secured  convertible  debenture on October 7, 2004 which has the same conversion
terms as the debenture  described in Note 5(f). The Company filed a registration
statement with the Securities and Exchange  Commission for the shares underlying
both debentures.  This debt is due together with interest on October 7, 2007 and
has a subordinated security interest in the assets of the Company.

9.   RESTATEMENT

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

                                      -10-







                                          At
                                   December 31, 2003
                                          As
                                     Previously              As
                                      Reported            Restated
                                  -----------------   -----------------   
Balance Sheet Data:

Patents, net of amortization      $      18,755,791    $     10,966,028
------------------------------------------------------------------------
Total Assets                             19,826,809          12,037,046
------------------------------------------------------------------------
Stockholders' Equity                     18,040,815          10,251,052
------------------------------------------------------------------------





                                    For The Three Months Ended,               For The Nine Months Ended,
                                         September 30,                            September 30,
                                          2003                                      2003
                                           As                                        As
                                      Previously             As                  Previously           As
                                        Reported          Restated                Reported         Restated
                                       (Unaudited)       (Unaudited)            (Unaudited)      (Unaudited)
                                    ------------------------------------------------------------------------
                                                                                      
Income Statement Data:

Amortization                             $ 286,964       $ 167,780             $   860,891       $  503,340
Total Operating Loss                     (952,745)        (833,561)             (2,710,300)      (2,352,749)
Net Loss                                 (991,252)        (872,068)             (2,770,058)      (2,412,508)
Basic and Diluted Loss
   Per Common Share                         (0.10)           (0.09)                  (0.29)           (0.25)








                                      -11-


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

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

CAPITAL STRUCTURE

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

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

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

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

PLAN OF OPERATION

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

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

     We are in the  planning  phase  for  the  major  research  and  development
projects, and therefore do not have estimated completion dates, completion costs
and  capital  requirements  for these  projects.  The reason we do not have this
information  available is because we have not  completed  our planning  process.
Since there is no defined  schedule for completing these  development  projects,
there are no defined consequences if they are not completed timely. Research and
development  costs  comprising the total of $379,113 for the three months ending
September 30, 2004 include consulting of $147,711,  insurance of $30,416,  legal
of $44,113,  payroll of $151,271,  and rent and  utilities of $5,602.  R&D costs
comprising  the total of $813,252 for the nine months ending  September 30, 2004
include  consulting of $289,079,  lab expense of $10,958,  insurance of $66,591,
legal of $91,047,  office and other expense of $3,751, payroll of $326,895, rent
and utilities of $14,935, and taxes and fees of $9,996. Research and development
costs  comprising the total of $95,084 for the three months ending September 30,
2003 included depreciation expense of $49,636,  insurance of $5,197,  payroll of
$30,194,  and rent and  utilities  of $10,057.  Research and  development  costs
comprising  the total of $331,370 for the nine months ending  September 30, 2003
included depreciation expense of $187,292,  consulting of $26,423,  insurance of
$10,153,  office  and  other  expense  of $828,  payroll  of  $78,629,  rent and
utilities of $26,857, and taxes and fees of $1,188.

                                      -12-



CASH FLOW

     As of November 12, 2004,  we held  approximately  $250,000 in cash.  At our
current cash expenditure rate, this amount in addition to proceeds expected from
our third and fourth  quarter 2004  financings  will be  sufficient  to meet our
needs.  We already have begun to increase our  expenditure  rate by accelerating
some of our research programs for new research initiatives;  in addition, we are
seeking to improve our cash flow by increasing  sales of OTC products.  However,
we cannot  assure  you that we will be  successful  in  increasing  sales of OTC
products. Moreover, even if we are successful in improving our current cash flow
position,  we nonetheless  will require  additional  funds to meet our long-term
needs.  We  anticipate  these  funds  will come  from the  proceeds  of  private
placements or public offerings of debt or equity securities.

CAPITAL RESOURCES

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

FORWARD-LOOKING STATEMENTS

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

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

Item 3. Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures.  Our chief executive
          officer and chief financial  officer have evaluated the  effectiveness
          of  the  design  and  operation  of  our   "disclosure   controls  and
          procedures"  (as that  term is  defined  in Rule  13a-15(e)  under the
          Exchange Act) as of September 30, 2004,  the end of the fiscal quarter
          covered  by this  Quarterly  Report  on  Form  10-QSB.  Based  on that
          evaluation,  the chief executive  officer and chief financial  officer
          have  concluded  that  our  disclosure  controls  and  procedures  are
          effective to ensure that material  information relating to the Company
          and the  Company's  consolidated  subsidiaries  is made  known to such
          officers by others  within  these  entities,  particularly  during the
          period this Quarterly Report on Form 10-QSB was prepared,  in order to
          allow timely decisions regarding required disclosure.
 
     (b)  Changes in Internal Controls. There has been no change in our internal
          control  over  financial  reporting  that  occurred  during the fiscal
          quarter  covered  by this  Quarterly  Report on Form  10-QSB  that has
          materially affected, or is reasonably likely to materially affect, our
          internal control over financial reporting.

                                     -13-



                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


     Recent Sales of Unregistered Securities

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

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

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


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

     Pursuant to a Standby Equity Distribution Agreement ("SEDA") dated July 28,
2004 between us and Cornell Capital Partners,  L.P. ("Cornell"),  we may, at our
discretion,  issue  shares of common  stock to Cornell at any time over the next
two years. The facility is subject to having in effect a registration  statement
covering the shares. A registration statement covering 2,023,552 shares has been
filed with the Securities and Exchange Commission.  The maximum aggregate amount
of the equity  placements  pursuant to the SEDA is $20 million,  and we may draw
down up to $1 million per month.  Pursuant  to the SEDA,  on July 28,  2004,  we
issued  190,084  shares of common  stock to Cornell  as  commitment  shares.  In
addition,  we  issued  7,920  shares  of common  stock to  Newbridge  Securities
Corporation  ("Newbridge")  as compensation for its services as placement agent.
We also paid  $10,000 in  structuring  fees to  Cornell.  We  believe  that this
offering was exempt from the registration  requirements of the Securities Act by
reason of Rule 506 of Regulation D and Section 4(2) of the Securities Act, based
upon the fact that the offer and issuance of the  securities  satisfied  all the
terms and  conditions of Rules 501 and 502 of the  Securities  Act,  Cornell and
Newbridge are financially  sophisticated and had access to complete  information
concerning us and acquired the  securities for investment and not with a view to
the distribution thereof.

     Pursuant to a Securities  Purchase  Agreement  between us and Cornell dated
July 28, 2004 (the "Debenture SPA"), we issued a Secured  Convertible  Debenture
(the  "Debenture") to Cornell at an original  principal amount of $375,000.  The
Debenture  bears  interest at 8% per annum.  The Debenture is due and payable in
full on July 28,  2007.  

                                      -14-



At our option,  the entire principal amount and all accrued interest may be paid
in either cash or in shares of common  stock,  at a price per share equal to the
lesser of (a) $1.88 (the  "Fixed  Price")  or (b) an amount  equal to 80% of the
lowest daily volume  weighted  average price of the common  stock,  as quoted by
Bloomberg,  L.P., during the 5 trading days immediately preceding the conversion
date.  There is a $.75 floor  conversion  price until  December 1, 2004.  We may
redeem a portion or all of the outstanding Debenture at any time with 3 business
days advance written notice, at a price that is 110% of the amount redeemed plus
accrued  interest;  provided  that if on the  date  that we  provide  notice  of
redemption  the price of the common stock is greater  than the Fixed Price,  the
redemption  price will be 120% of the amount  redeemed  plus  accrued  interest.
Pursuant to the Debenture SPA, the Company  issued a second secured  convertible
debenture  on the same  terms as the  Debenture  on October 7, 2004 which is the
date that the Company filed a registration  statement for the shares  underlying
both debentures. The Debenture is due and payable in full on October 7, 2007. We
believe that this offering was exempt from the registration  requirements of the
Securities Act of 1933, as amended (the "Securities  Act") by reason of Rule 506
of Regulation D and Section 4(2) of the Securities Act, based upon the fact that
the offer and issuance of the Debenture  satisfied all the terms and  conditions
of Rules 501 and 502 of the Securities Act, Cornell is financially sophisticated
and had access to complete information concerning us and acquired the securities
for investment and not with a view to the distribution thereof. Proceeds will be
used for general corporate purposes.

Item 3. Defaults Upon Senior Securities.

        None.

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

        None.

Item 5. Other Information.

        None.

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

          31.1 Certification   Pursuant   to   Rule   13a-14(a)   (Section   302
               Certification),  dated  November 12,  2004,  executed by H. Craig
               Dees, Ph.D., Chief Executive Officer of the Company.

          31.2 Certification   Pursuant   to   Rule   13a-14(a)   (Section   302
               Certification),  dated  November 12,  2004,  executed by Peter R.
               Culpepper, Chief Financial Officer of the Company.

          32.1 Certification  Pursuant  to  18  U.S.C.  ss.  1350  (Section  906
               Certification),  dated  November 12,  2004,  executed by H. Craig
               Dees, Ph.D., Chief Executive Officer of the Company, and Peter R.
               Culpepper, Chief Financial Officer of the Company.

                                      -15



                                   Signatures

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

                                 Provectus Pharmaceuticals, Inc.


                                 By:/s/ H. Craig Dees, Ph.D.
                                    --------------------------------------------
                                    H. Craig Dees, Ph.D.
                                    Chief Executive Officer
                                    
Date:    November 12, 2004

















                                      -16-





                                  EXHIBIT INDEX


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

     31.1           Certification   Pursuant  to  Rule  13a-14(a)  (Section  302
                    Certification),  dated  November  12,  2004,  executed by H.
                    Craig Dees, Ph.D., Chief Executive Officer of the Company.

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

     31.2           Certification   Pursuant  to  Rule  13a-14(a)  (Section  302
                    Certification),  dated November 12, 2004,  executed by Peter
                    R. Culpepper, Chief Financial Officer of the Company.

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

     32.1           Certification  Pursuant to 18 U.S.C.  ss. 1350  (Section 906
                    Certification),  dated  November  12,  2004,  executed by H.
                    Craig Dees,  Ph.D.,  Chief Executive Officer of the Company,
                    and  Peter R.  Culpepper,  Chief  Financial  Officer  of the
                    Company.

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





















                                      X-1