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, 2005

                                       OR

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

          For the transition period from __________ to _______________
                         Commission file number: 0-9410

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

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

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

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

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

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

     The number of shares  outstanding of the issuer's  stock,  $0.001 par value
per share, as of September 30, 2005 was 19,117,655.

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



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

                           CONSOLIDATED BALANCE SHEETS

                                                                                              
                                                                             September 30,          December 31,
                                                                                      2005                  2004
--------------------------------------------------------------------------------------------------------------------
                                                                               (Unaudited)
Assets

Current Assets
     Cash                                                                  $       366,683    $           10,774
     Inventory                                                                      62,043                94,142
     Prepaid expenses and other current assets                                          12                20,582
     Prepaid consulting expense                                                         -                205,427
        Prepaid commitment fee, net of amortization of $269,986 and
$38,326                                                                             40,880               272,540
--------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                               469,618               603,465
--------------------------------------------------------------------------------------------------------------------

Equipment and Furnishings, less accumulated depreciation of
     $367,668 and $366,571                                                          10,751                    -

Patents, net of amortization of $1,923,877 and $1,420,537                        9,791,568            10,294,908

Deferred loan costs, net of amortization of $101,772 and $35,922                   518,950               270,578

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

                                                                           $    10,817,887    $       11,195,951
--------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current Liabilities
     Accounts payable - trade                                              $        88,305    $          154,214
     Accrued compensation                                                          181,090               156,377
     Accrued expenses                                                              119,590                 6,240
        Accrued interest                                                           131,302                43,670
        Other convertible debt, net of debt discount of $994,804                   317,696                    -
     Gryffindor convertible debt, net of debt discount of $14,868 and $95,157    1,171,091             1,090,802
--------------------------------------------------------------------------------------------------------------------

Total Current Liabilities                                                        2,009,074             1,451,303
--------------------------------------------------------------------------------------------------------------------

Loan From Stockholder                                                              174,000               149,000
--------------------------------------------------------------------------------------------------------------------

Cornell convertible debt, net of debt discount of $316,053                              -                433,947
--------------------------------------------------------------------------------------------------------------------

Other convertible debt, net of debt discount of $710,575                           226,925                    -
--------------------------------------------------------------------------------------------------------------------

Stockholders' Equity
     Common stock; par value $.001 per share; 100,000,000 shares
         authorized; 19,117,655 and 16,133,876 shares issued and 
         outstanding, respectively                                                  19,118                16,134
     Paid-in capital                                                            29,864,554            23,711,540
     Deficit accumulated during the development stage                          (21,475,784)          (14,565,973)
--------------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                       8,407,888             9,161,701
--------------------------------------------------------------------------------------------------------------------

                                                                           $    10,817,887    $       11,195,951
--------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.
                                       -2-


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

                                                                                                  
                                                                                                                  Cumulative
                                                                                                                 Amounts from
                                                                                                                 January 17,
                                                                                                                     2002
                                       Three              Three               Nine                Nine           (Inception)
                                    Months Ended       Months Ended       Months Ended        Months Ended         Through
                                    September 30,      September 30,     September 30,       September 30,       September 30,
                                        2005               2004               2005                2004               2005
---------------------------------------------------------------------------------------------------------------------------------
                                     (Unaudited)        (Unaudited)       (Unaudited)         (Unaudited)         (Unaudited)

Revenues
        OTC Product Revenue       $            387   $          1,219   $         4,453    $           3,830   $        23,181
        Medical Device Revenue            -                  -                      984               13,125            14,109
---------------------------------------------------------------------------------------------------------------------------------
Total revenues                                 387              1,219             5,437               16,955            37,290

Cost of Sales                                  248                780             2,857                2,450            13,638
---------------------------------------------------------------------------------------------------------------------------------

Gross Profit                                   139                439             2,580               14,505            23,652

Operating Expenses
     Research and development     $        467,202   $        379,113   $     1,765,839    $         813,252   $     3,833,294
     General and administrative            576,910            537,417         1,718,452            1,353,635        11,914,489
     Amortization                          167,780            167,780           503,340              503,340         1,923,877
---------------------------------------------------------------------------------------------------------------------------------

Total operating loss                    (1,211,753)        (1,083,871)       (3,985,051)          (2,655,722)      (17,648,008)

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

Loss on extinguishment of debt            -                  -                 (413,455)            (100,519)         (514,867)

Net interest expense                    (1,251,130)           (64,651)       (2,511,305)            (754,166)       (3,367,909)
---------------------------------------------------------------------------------------------------------------------------------

Net Loss Applicable to Common
     Stockholders                 $     (2,462,883) $      (1,148,522)  $    (6,909,811)   $      (3,510,407)  $   (21,475,784)
---------------------------------------------------------------------------------------------------------------------------------

Basic and Diluted Loss Per
  Common Share                    $          (0.14) $           (0.08)  $         (0.41)   $           (0.26)
---------------------------------------------------------------------------------------------------------------------------------

Weighted Average Number of
         Common Shares
         Outstanding -
         Basic and Diluted              17,772,238         15,080,661        16,954,430           13,606,164
---------------------------------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.

                                       -3-

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

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

     Issuance to founding shareholders                 6,000,000            6,000           (6,000)             -                -
     Sale of stock                                        50,000               50           24,950              -           25,000
     Issuance of stock to employees                      510,000              510          931,490              -          932,000
     Issuance of stock for services                      120,000              120          359,880              -          360,000
     Net loss for the period from January 17,
         2002 (inception) to April 23, 2002
         (date of reverse merger)                              -                -                -     (1,316,198)      (1,316,198)
                                                    -------------    -------------   --------------   -------------    ------------
Balance, at April 23, 2002                             6,680,000            6,680        1,310,320     (1,316,198)             802

     Shares issued in reverse merger                     265,763              266          (3,911)              -           (3,645)
     Issuance of stock for services                    1,900,000            1,900        5,142,100              -        5,144,000
     Purchase and retirement of stock                   (400,000)            (400)         (47,600)             -          (48,000)
     Stock issued for acquisition of Valley
         Pharmaceuticals                                 500,007              500       12,225,820              -       12,226,320
     Exercise of warrants                                452,919              453                -              -              453
     Warrants issued in connection with
         convertible debt                                      -                -          126,587              -          126,587
     Stock and warrants issued for acquisition
         of Pure-ific                                     25,000               25           26,975              -           27,000
     Net loss for the period from April 23, 2002
         (date of reverse merger) to December
         31, 2002                                              -                -                -     (5,749,937)      (5,749,937)
                                                    -------------    -------------   --------------   ---------------   -----------
Balance, at December 31, 2002                          9,423,689            9,424       18,780,291     (7,066,135)      11,723,580

     Issuance of stock for services                      764,000              764          239,036              -          239,800
     Issuance of warrants for services                         -                -          145,479              -          145,479
     Stock to be issued for services                           -                -          281,500              -          281,500
     Employee compensation from stock options                  -                -           34,659              -           34,659
     Issuance of stock pursuant to Regulation S          679,820              680          379,667              -          380,347
     Beneficial conversion related to
         convertible debt                                      -                -          601,000              -          601,000
     Net loss for the year ended
         December 31, 2003                                     -                -                -     (3,155,313)      (3,155,313)
                                                    -------------    -------------   --------------   ------------     ------------
Balance, at December 31, 2003                         10,867,509     $     10,868    $  20,461,632   $(10,221,448)  $   10,251,052

     Issuance of stock for services                      733,872              734          449,190              -          449,923
     Issuance of warrants for services                         -                -          495,480              -          495,480
     Exercise of warrants                                132,608              133            4,867              -            5,000
     Employee compensation from stock options                  -                -           15,612              -           15,612
     Issuance of stock pursuant to Regulation S        2,469,723            2,469          790,668              -          793,137
     Issuance of stock pursuant to Regulation D        1,930,164            1,930        1,286,930              -        1,288,861
     Beneficial conversion related to
         convertible debt                                      -                -          360,256              -          360,256
     Issuance of convertible debt with warrants                -                -          105,250              -          105,250
     Repurchase of beneficial conversion feature               -                -         (258,345)             -         (258,345)
     Net loss for the year ended
            December 31, 2004                                  -                -                -     (4,344,525)      (4,344,525)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, at December 31, 2004                         16,133,876    $      16,134    $  23,711,540   $(14,565,973)  $    9,161,701

     Issuance of stock for services                      226,733              227          152,058          -              152,285
     Issuance of stock for interest payable              226,447              227          167,521          -              167,748
     Issuance of warrants for services                   -                -                720,834          -              720,834
     Issuance of warrants for contractual
         obligations                                     -                -                620,818          -              620,818
     Exercise of warrants and stock options               25,152               25           26,642          -               26,667
     Employee compensation from stock options            -                -                 11,814          -               11,814
     Issuance of stock pursuant to Regulation D        1,235,004            1,235          816,872          -              818,107
     Debt conversion to common stock                   1,270,443            1,270          951,563          -              952,833
     Issuance of convertible debt with warrants          -                -              1,574,900          -            1,574,900
     Beneficial conversion related to
         convertible debt                                -                -              1,228,244          -            1,228,244
     Beneficial conversion related to interest
         expense                                         -                -                 25,876          -               25,876
     Repurchase of beneficial conversion feature         -                -               (144,128)         -             (144,128)
     Net loss for the six months ended June 30,
         2005                                            -                -                -           (6,909,811)      (6,909,811)
-----------------------------------------------------------------------------------------------------------------------------------
Balance, at September 30, 2005                        19,117,655    $      19,118    $  29,864,554   $(21,475,784)  $    8,407,888
-----------------------------------------------------------------------------------------------------------------------------------

                 See accompanying notes to financial statements.
                                       -4-


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

                                                                                              
                                                                                                          Cumulative
                                                                                                         Amounts from
                                                                                                       January 17, 2002
                                                                Nine Months         Nine Months          (Inception)
                                                                  Ended                Ended               through
                                                               September 30,        September 30,        September 30,
                                                                   2005                  2004                2005
-----------------------------------------------------------------------------------------------------------------------------

Cash Flows From Operating Activities
     Net loss                                               $       (6,909,811)   $      (3,510,407)  $      (21,475,784)
     Adjustments to reconcile net loss to
         net cash used in operating activities
         Depreciation                                                    1,097              117,107              390,669
         Amortization of patents                                       503,340              503,340            1,923,877
         Amortization of original issue discount                     1,232,967              504,706            1,720,542
         Amortization of commitment fee                                231,660            -                      269,986
         Amortization of prepaid consultant expense                    274,337              491,773            1,127,187
         Amortization of deferred loan costs                           339,385              156,139              479,907
         Loss on extinguishment of debt                                413,455            -                      514,867
         Beneficial conversion of convertible interest and
              conversion of interest                                      196,456            -                      196,456
         Compensation through issuance of stock options                 11,814               11,709               62,085
         Compensation through issuance of stock                      -                    -                      932,000
         Issuance of stock for services                                152,286               48,368            5,732,844
         Issuance of warrants for services                             225,224               18,800              247,705
         Issuance of warrants for contractual obligations              620,818            -                      620,818
         Gain on sale of equipment                                   -                    -                      (55,000)
         (Increase) decrease in assets
              Prepaid expenses                                          20,570                5,857                  (12)
              Inventory                                                 32,099                4,123              (62,043)
         Increase (decrease) in liabilities
              Accounts payable                                         (65,909)              57,430               84,660
              Accrued expenses                                         155,612             (169,067)             521,899
-----------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                               (2,564,600)          (1,760,122)          (6,767,337)
-----------------------------------------------------------------------------------------------------------------------------

Cash Flows From Investing Activities
     Proceeds from sale of fixed asset                               -                    -                      180,000
     Capital expenditures                                              (11,848)                (395)             (15,545)
-----------------------------------------------------------------------------------------------------------------------------

Net cash (used in) provided by investing activities                    (11,848)                (395)             164,455
-----------------------------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities
     Net proceeds from loans from stockholder                           25,000            -                      174,000
     Proceeds from convertible debt                                  3,150,000              375,000            5,425,959
     Proceeds from sale of common stock                                888,190            1,812,012            3,375,535
     Proceeds from exercise of warrants and stock options               26,667                5,000               32,120
     Cash paid to retire convertible debt                             (700,000)            (500,000)          (1,200,000)
     Cash paid for deferred loan costs                                (387,500)             (90,000)            (619,530)
     Premium paid on extinguishments of debt                           (70,000)           -                     (170,519)
     Purchase and retirement of common stock                         -                    -                      (48,000)
-----------------------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                            2,932,357            1,602,012            6,969,565
-----------------------------------------------------------------------------------------------------------------------------

                                       -5-


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

                                                                                       
                                                                                                   Cumulative
                                                                                                   Amounts from
                                                         Nine Months         Nine Months        January 17, 2002
                                                           Ended               Ended            (Inception) through
                                                     September 30, 2005    September 30, 2004   September 30, 2005
----------------------------------------------------------------------------------------------------------------------

Net Change in Cash                                   $          355,909    $        (158,505)  $            366,683

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

Cash, at end of period                               $          366,683    $           5,640   $            366,683
----------------------------------------------------------------------------------------------------------------------


Supplemental Disclosure of Cash Flow Information

    September 30, 2005
      Interest paid of $32,567

Supplemental Disclosure of Noncash Investing and
Financing Activities



     September 30, 2005
      Issuance  of warrants in  exchange  for prepaid  services of $68,910
      Debt converted to common stock of $950,000 
      Beneficial conversion on convertible debt of $1,228,244
      Discount on convertible debt with warrants of $1,574,900 
      Warrants issued for deferred loan costs of $426,700
      Accrual of $70,083 for stock issuance costs off-set against  proceeds from
        sale of common stock


     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



                 See accompanying notes to financial statements.

                                       -6-


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information pursuant to Regulation S-B.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine months ended September 30, 2005 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2005.

2. RECAPITALIZATION AND MERGER

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

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

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

3. BASIC AND DILUTED LOSS PER COMMON SHARE

     Basic and diluted loss per common  share is computed  based on the weighted
average number of common shares outstanding.  Loss per share excludes the impact
of outstanding options, warrants, and convertible debt as they are antidilutive.
Potential  common shares excluded from the calculation at September 30, 2005 are
16,089,935  warrants,  4,209,848  options and  4,755,319  shares  issuable  upon
conversion  of  convertible  debt and  interest.  Additionally,  the  Company is
committed to issue 10,000 warrants and 188,333 shares of common stock.

                                       -7-


4. EQUITY AND DEBT TRANSACTIONS

     (a) In January  2005,  the Company  issued 7,500 shares to  consultants  in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$4,950.  In February  2005,  the Company  issued 7,500 shares to  consultants in
exchange for services.  Consulting  costs charged to operations were $7,574.  In
April 2005,  the Company  issued  190,733  shares to consultants in exchange for
services. Consulting costs charged to operations were $127,791. In May 2005, the
Company issued 21,000 shares to consultants in exchange for services. Consulting
costs charged to  operations  were  $11,970.  
     (b) In January 2005, the Company  issued 16,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$6,944.  In February 2005, the Company issued 13,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$13,130.  In March 2005, the Company  issued 100,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$68,910.  In April 2005, the Company  issued 410,000  warrants to consultants in
exchange for services  rendered.  Consulting  costs charged to  operations  were
$195,900.  In April 2005, the Company issued 980,000  warrants to consultants in
exchange for  services  rendered  relating to the April 2005 Senior  Convertible
Debentures (see 4(f) below). Deferred loan costs of $426,700 were recorded which
will be  amortized  over the life of the  debentures.  At  September  30,  2005,
$129,608 has been  amortized and charged to interest  expense.  In May 2005, the
Company issued 25,000 warrants to consultants in exchange for services rendered.
Consulting costs charged to operations were $9,250.
     (c) In March 2005 the Company issued 175,000 warrants to Gryffindor Capital
Partners I, L.L.C. pursuant to the terms of the Second Amended and Restated Note
dated November 26, 2004. Interest costs charged to operations were $117,568.  In
April,  May and June 2005 the  Company  issued  175,000  warrants  each month to
Gryffindor  Capital  Partners  I,  L.L.C.  pursuant  to the terms of the  Second
Amended and Restated Note dated November 26, 2004.  Total interest costs charged
to operations  were  $200,250.  In July,  August and September  2005 the Company
issued  175,000  warrants  each month to Gryffindor  Capital  Partners I, L.L.C.
pursuant to the terms of the Second Amended and Restated Note dated November 26,
2004. Total interest costs charged to operations were $303,000.
     (d) In February 2005, the Company entered into a redemption  agreement with
Cornell Capital  Partners to pay $50,000 of the Cornell  convertible  debt. As a
result,  the  unamortized  portion of the debt  discount of $27,715 and deferred
loan  costs  of  $20,702,   which   related  to  this  amount  at  the  date  of
extinguishments,  were recorded as a loss on extinguishment of debt. The Company
also  paid a  $5,000  prepayment  penalty  which  has been  recorded  as loss on
extinguishment of debt. As part of this redemption,  the Company has repurchased
the beneficial  conversion feature related to the redeemed amount of $16,449. 
     In March 2005, the Company  entered into a debt  conversion  agreement with
Cornell Capital Partners for $50,000 of its convertible debt which was converted
into  66,667  shares of common  stock at $0.75  per  share.  As a result of this
conversion, the unamortized portion of the debt discount of $24,890 and deferred
loan costs of $18,779,  which related to this amount at the date of  conversion,
have been recorded as additional  interest  expense.  
     In April 2005, the Company entered into a redemption agreement with Cornell
Capital Partners to pay $650,000 of the Cornell  convertible  debt. As a result,
the unamortized portion of the debt discount of $233,425 and deferred loan costs
of $205,741,  which related to this amount at the date of extinguishments,  were
recorded as a loss on  extinguishment  of debt.  The Company also paid a $65,000
prepayment penalty which has been recorded as loss on extinguishment of debt. As
part of this redemption,  the Company has repurchased the beneficial  conversion
feature related to the redeemed amount of $127,679. 
     At  September  30,  2005,  there was no amount  outstanding  related to the
Cornell  debt.  
     (e) During the three months ended March 31, 2005,  the Company  completed a
private placement transaction with 8 accredited investors, which were registered
effective  June 20, 2005,  pursuant to which the Company sold 214,666  shares of
common stock at a purchase price of $0.75 per share,  for an aggregate  purchase
price of $161,000. In connection with the sale of common stock, the Company also
issued  warrants to the  investors  to  purchase up to 322,000  shares of common
stock at an  exercise  price of $1.00 per share.  The Company  paid  $16,100 and
issued  80,500  warrants to Venture  Catalyst,  LLC as placement  agent for this
transaction.  The cash costs have been off-set  against the  proceeds  received.
During the three  months ended June 30,  2005,  the Company  completed a private
placement  transaction  with  4  accredited  investors,  which  were  registered
effective  June 20, 2005,  pursuant to which the Company sold 230,333  shares of
common stock at a purchase price of $0.75 per share,  for an aggregate  purchase
price of $172,750. In connection with the sale of common stock, the Company also
issued  warrants to the  investors  to  purchase up to 345,500  shares of common
stock at an  exercise  price of $1.00 per share.  The Company  paid  $16,275 and
issued  81,375  warrants to Venture  Catalyst,  LLC as placement  agent for this
transaction. The cash costs have been off-set against the proceeds received.

                                      -8-


During the three  months  ended  September  30,  2005,  the Company  completed a
private placement transaction with 12 accredited investors pursuant to which the
Company  sold 899,338  shares of common  stock at a purchase  price of $0.75 per
share of which 109,333 are committed to be issued at September 30, 2005,  for an
aggregate  purchase  price of $674,500.  In  connection  with the sale of common
stock,  the Company  also issued  warrants  to the  investors  to purchase up to
1,124,167  shares of common stock at an exercise price of $0.935 per share.  The
Company paid $87,685 and  committed to issue 79,000  shares of common stock at a
fair  market  value of  $70,083  to  Network 1  Financial  Securities,  Inc.  as
placement agent for this transaction which is accrued at September 30, 2005. The
cash and common stock costs have been off-set against the proceeds received.
     (f) In March 2005,  the Company  entered  into  agreements  to issue Senior
Convertible  Debentures  to 2  accredited  investors  with  Network 1  Financial
Securities,  Inc. in the aggregate amount of $450,000.  This debt has a security
interest in the assets of the Company, a maturity date of March 30, 2007, and is
convertible  into shares of the Company's common stock at a per share conversion
price of $0.75. In addition, the Company incurred deferred loan costs of $80,000
which were payable in cash.  These costs were recorded as an asset and amortized
over the term of the debt. In April 2005, the Company entered into agreements to
issue Senior Convertible  Debentures to 5 accredited  investors in the aggregate
amount of  $2,700,000.  This debt has a security  interest  in the assets of the
Company,  a maturity date of March 30, 2007, and is  convertible  into shares of
the  Company's  common  stock  at a per  share  conversion  price of  $0.75.  In
addition,  the  Company  incurred  deferred  loan costs of  $307,500  which were
payable in cash and  $426,700  from the  issuance of warrants  (see 4(b) above).
These costs were recorded as an asset and amortized over the term of the debt.
     The  Company  shall  be  obligated  to pay  the  principal  of  the  Senior
Convertible  Debentures in  installments  as follows:  Twelve (12) equal monthly
payments of principal  (the "Monthly  Amount") plus, to the extent not otherwise
paid,  accrued but unpaid interest plus any other  obligations of the Company to
the Investor under this Debenture,  the Purchase Agreement,  or the Registration
Rights Agreement, or otherwise.  The first such installment payment shall be due
and payable on March 30,  2006,  and  subsequent  installments  shall be due and
payable on the thirtieth  (30th) day of each succeeding month thereafter (each a
"Payment  Date")  until  the  Company's  obligations  under  this  Debenture  is
satisfied in full.  The Company  shall have the option to pay all or any portion
of any Monthly Amount in newly issued,  fully paid and  nonassessable  shares of
Common  Stock,  with each  share of  Common  Stock  having a value  equal to (i)
eighty-five  percent  (85%)  multiplied by (ii) the Market Price as of the third
(3rd)  Trading  Day  immediately   preceding  the  Payment  Date  (the  "Payment
Calculation Date").
     Interest at the greater of (i) the prime rate (adjust monthly), plus 4% and
(ii) 8% is due on a quarterly  basis. At the time the interest is payable,  upon
certain  conditions,  the  Company  has the option to pay all or any  portion of
accrued  interest in either cash or shares of the Company's  common stock valued
at 85%  multiplied by the market price as of the third trading date  immediately
preceding the interest  payment date. Under the senior  convertible  debentures,
for purposes of determining market price as of any date, market price means: (i)
the  average of the last  reported  sale  prices for the shares on the  National
Association of Securities  Dealers Inc.'s  Over-the-Counter  Bulletin Board, for
the five days  immediately  preceding  such  date;  (ii) if the OTCBB is not the
principal  trading market for the shares,  the average of the last reported sale
prices on the  principal  trading  market for the common  stock  during the same
period as reported by Bloomberg, L.P., or (iii) if unable to calculate on any of
the foregoing  bases, as reasonable  determined in good faith by the Board or an
independent  investment back of nationally  recognized standing in the valuation
businesses similar to the business of the Company.
     The Company may prepay the Senior Convertible  Debentures in full by paying
the  holders  the  greater  of  (i)  125%  multiplied  by the  sum of the  total
outstanding principal,  plus accrued and unpaid interest, plus default interest,
if any or (ii) the  highest  number  of shares of  common  stock  issuable  upon
conversion  of the total amount  calculated  pursuant to (i)  multiplied  by the
highest  market price for the common  stock  during the period  beginning on the
date until prepayment.
     On or after any event or series of events which  constitutes  a fundamental
change, the holder may, in its sole discretion,  require the Company to purchase
the  debentures,  from time to time,  in whole or in part,  at a purchase  price
equal to 110%  multiplied by the sum of the total  outstanding  principal,  plus
accrued and unpaid interest,  plus any other obligations otherwise due under the
debenture. Under the senior convertible debentures, fundamental change means (i)
any person becomes a beneficial owner of securities  representing 50% or more of
the (a)  outstanding  shares of common stock or (b) the combined voting power of
the then  outstanding  securities;  (ii) a merger or  consolidation  whereby the
voting  securities  outstanding  immediately  prior  thereto fail to continue to
represent  at least 50% of the combined  voting  power of the voting  securities
immediately  after  such  merger  or  consolidation;  (iii)  the  sale or  other
disposition of all or substantially all or the Company's  assets;  (iv) a change

                                      -9-


in the  composition  of the Board within two years which results in fewer than a
majority of directors  are  directors as of the date of the  debenture;  (v) the
dissolution or liquidation of the Company;  or (vi) any transaction or series of
transactions that has the substantial effect of any of the foregoing.
     The Purchaser of the $400,000 Senior  Convertible  Debenture also purchased
Class A Warrants and Class B Warrants under the Securities  Purchase  Agreement.
Class A Warrants are  exercisable at any time between March 10, 2005 through and
including March 10, 2010.  Class B Warrants are exercisable for a period through
and  including  175 days after an  effective  registration  of the common  stock
underlying  the warrants.  The per share  exercise price of a Class A Warrant is
$0.99 and the per share exercise price of the Class B Warrant is $0.945.
     The  Purchaser  of  the  $50,000  Senior  Convertible   Debenture  and  the
Purchasers  of  the  Senior  Convertible  Debentures  totaling  $2,700,000  also
purchased  Class A Warrants and Class B Warrants under the  Securities  Purchase
Agreement.  Class A Warrants are  exercisable at any time between March 30, 2005
through and including  March 30, 2010.  Class B Warrants are  exercisable  for a
period  through and  including 175 days after an effective  registration  of the
common stock underlying the warrants.  The per share exercise price of a Class A
Warrant  is $0.935  and the per share  exercise  price of the Class B Warrant is
$0.8925.
     The  Purchasers of the Senior  Convertible  Debentures  received a total of
4,200,000 Class A Warrants and a total of 2,940,000 Class B Warrants.
     The $450,000 proceeds received in March 2005 was allocated between the debt
and the warrants on a pro-rata  basis.  The value of the warrants was determined
using a Black-Scholes  option-pricing  model.  The allocated fair value of these
warrants was $254,328  and was  recorded as a discount to the related  debt.  In
addition,  the  conversion  prices  were  lower  than  the  market  value of the
Company's common stock on the date of issue. As a result, an additional discount
of $195,672 was recorded for this beneficial  conversion  feature.  The combined
debt discount of $450,000 is being amortized over the life of the debt using the
effective  interest method.  The $2,700,000  proceeds received in April 2005 was
allocated  between the debt and the warrants on a pro-rata  basis.  The value of
the warrants was determined  using a  Black-Scholes  option-pricing  model.  The
allocated  fair value of these  warrants  was  $1,320,572  and was recorded as a
discount to the related debt. A beneficial  conversion  amount of $1,032,572 was
also  recorded  as the value of the debt,  if  converted,  is  greater  than the
pro-rata  value  allocated to the debt. The combined debt discount of $2,353,144
is  being  amortized  over the life of the debt  using  the  effective  interest
method.
     In June 2005, the Company entered into a debt conversion agreement with one
of the April accredited investors for $150,000 of its convertible debt which was
converted into 200,000 shares of common stock at $0.75 per share,  and $2,833 of
accrued  interest was  converted  into 3,777 shares of common stock at $0.75 per
share. In July 2005, the Company  entered into a debt conversion  agreement with
two  of  the  April  accredited  investors  for  an  aggregate  of  $350,000  of
convertible  debt which was  converted  into  466,666  shares of common stock at
$0.75 per share.  In September  2005, the Company entered into a debt conversion
agreement  with  one of the  March  accredited  investors  for  $400,000  of its
convertible  debt which was  converted  into  533,333  shares of common stock at
$0.75 per share.
     At  September  30,  2005,  $1,097,765  of the total debt  discount has been
amortized  which  includes  $771,295  of the  unamortized  portion  of the  debt
discount related to the converted debt at the time of the debt  conversions.  At
September  30,  2005,  $295,250 of the deferred  loan costs have been  amortized
which includes  $168,184 of the  unamortized  portion of the deferred loan costs
related to the converted debt at the time of the debt conversions.
     At September 30, 2005, the Senior Convertible  Debentures totaled $544,621,
net of debt discount of  $1,705,379.  Of this total,  $317,696 was recorded as a
current liability, net of debt discount of $994,804 and $226,925 was recorded as
a long-term liability, net of debt discount of $710,575.
     The Company  chose to pay the  quarterly  interest due at June 30, 2005 and
September  30,  2005 in common  stock  instead  of cash.  As a  result,  accrued
interest at June 30, 2005 of $78,904 was paid in 159,780  shares of common stock
resulting in additional interest expense of $28,843. The shares were issued July
11, 2005.  The accrued  interest due September 30, 2005 of $72,985 was converted
into 97,573 shares of common stock resulting in additional  interest  expense of
$15,301.  66,667 of these  shares  were  issued on  September  30,  2005 and the
remaining shares, valued at $28,285 are accrued at September 30, 2005.
     (g) At September 30, 2005, the Company recorded additional interest expense
of $25,876 related to the beneficial  conversion  feature of the interest on the
Gryffindor convertible debt.
                                       -10-


5. STOCK-BASED COMPENSATION

     On  January  7,  2005,  the  Company  issued  1,200,000  stock  options  to
employees.  The options vest over four years with no options vesting on the date
of grant.  The exercise  price is the fair market price on the date of issuance,
and all options were  outstanding  at September 30, 2005.  On May 25, 2005,  the
Company issued 1,200,000 stock options to employees. The options vest over three
years with no options vesting on the date of grant.  The exercise price is $0.75
which is greater  than the fair market  price on the date of  issuance,  and all
options  were  outstanding  at September  30,  2005.  An employee of the Company
exercised  15,152 options during the three months ended September 30, 2005 at an
exercise price of $1.10 per share of common stock for $16,667.

     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,  $11,814 of expense was  recorded  for the nine  months  ended
September 30, 2005. If the Company had elected to recognize compensation expense
based  on the  fair  value  at the  grant  dates,  consistent  with  the  method
prescribed  by SFAS No. 123,  net loss per share would have been  changed to the
pro forma amount indicated below:



                                                                                                       
                                              Three Months            Three Months           Nine Months            Nine Months
                                                 Ended                    Ended                 Ended                  Ended
                                             September 30,            September 30,         September 30,          September 30,
                                                  2005                    2004                  2005                    2004

-----------------------------------------------------------------------------------------------------------------------------------
Net loss, as reported                    $        (2,462,883  )   $       (1,148,522  )     $     (6,909,811)      $   (3,510,407 )
Add stock-based employee
    compensation expense included in 
    reported net loss                                  3,938                   3,903                  11,814               11,709
Less total stock-based employee
    Compensation expense determined
    under the fair value based method
    for all awards                                  (187,500  )              (90,938  )             (490,833)            (591,563 )
-----------------------------------------------------------------------------------------------------------------------------------

Pro forma net loss                       $        (2,646,445  )   $       (1,235,557  )     $     (7,388,830)      $   (4,090,261 )
-----------------------------------------------------------------------------------------------------------------------------------

Basic and diluted loss per common              
     share, as reported                  $             (0.14  )   $            (0.08  )     $          (0.41)      $        (0.26 )

Basic and diluted loss per common   
     share, pro forma                    $             (0.15  )   $            (0.08  )     $          (0.44)      $        (0.30 )


                                      -11-


6.   Loan From Shareholder

     During  2002,  a  shareholder  who is also an  employee  and  member of the
Company's board of directors, loaned the Company $109,000. During 2003, the same
shareholder  loaned the Company an  additional  $40,000.  During 2005,  the same
shareholder  loaned the Company an additional  $25,000.  Interest on the loan is
5%,  compounded  monthly.  Principal is due on December 31, 2009 and interest is
payable  quarterly in arrears  beginning on June 30, 2003.  Accrued interest was
$22,637  and $13,385 at  September  30,  2005 and 2004,  respectively.  Interest
expense was $7,203 and $5,954 at September 30, 2005 and 2004, respectively.

7. SUBSEQUENT EVENTS

     In October 2005, the Company entered into debt  conversion  agreements with
one of its March and one of its April  accredited  investors for an aggregate of
$100,000 of  convertible  debt which was converted into 133,334 shares of common
stock at $0.75 per share.

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

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

CAPITAL STRUCTURE

     Our ability to  continue  as a going  concern  continues  to be  reasonably
assured  due to our  financing  in March,  April,  August  and  September  2005.
However,  our long-term  ongoing  operations  continue to be dependent  upon our
ability to raise capital.
     We plan to implement our integrated  business plan,  including execution of
the  current  and next  phases in  clinical  development  of our  pharmaceutical
products  and  continued   execution  of  research  programs  for  new  research
initiatives.
     We intend  to  proceed  as  rapidly  as  possible  with the asset  sale and
licensure  of our 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  medical  device and biotech  intellectual  property  portfolio.
Although we believe that there is a reasonable basis for our expectation that we
will become  profitable due to the asset sale and licensure of our OTC products,
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 have  added  additional  consultants  and
anticipate  adding  employees  in the next 12  months.  Our  current  plans also
include minimal  purchases of new property,  plant and equipment,  and increased
research and development for additional clinical trials.

                                      -12-


PLAN OF OPERATION

     With  the  reorganization  of  Provectus  and PPI and the  acquisition  and
integration  into the  company  of Valley  and  Pure-ific,  we  believe  we have
obtained a unique combination of OTC products and core intellectual  properties.
This  combination  represents the  foundation  for an operating  company that we
believe will provide both  profitability and long-term growth. In 2005,  through
careful control of expenditures, preparation for the asset sale and licensure of
our 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 selling the OTC
assets and licensing our existing OTC products, principally Pure-Stick, GloveAid
and  Pure-ific.  In the  longer  term,  we expect to  continue  the  process  of
developing,  testing  and  obtaining  the  approval  of the U. S.  Food and Drug
Administration of prescription drugs and medical devices.  Additionally, we have
restarted our research  programs that will identify  additional  conditions that
our intellectual  properties may be used to treat and additional  treatments for
those and other conditions.

Comparison  of Three and Nine Months Ended  September 30, 2005 and September 30,
2004.

     Revenues.  OTC Product Revenue  decreased by $832 in the three months ended
September  30, 2005 to $387 from $1,219 in the three months ended  September 30,
2004. The decrease in OTC Product Revenue resulted primarily from lower sales of
Pure-ific in retail stores.  OTC Product  Revenue  increased by $623 in the nine
months ended  September  30, 2005 to $4,453 from $3,830 in the nine months ended
September 30, 2004. The increase in OTC Product Revenue resulted  primarily from
sales of Pure-ific in retail stores. Medical Device Revenue was unchanged in the
three months ended  September 30, 2005 from the three months ended September 30,
2004.  Medical  Device  Revenue  decreased  by $12,141 in the nine months  ended
September  30, 2005 to $984 from $13,125 in the nine months ended  September 30,
2004. The decrease in Medical Device Revenue  resulted  primarily due to a large
beta unit sale in the nine months ended September 30, 2004 that was not repeated
in the nine months ended September 30, 2005,  partially offset by sales of three
smaller devices in the nine months ended September 30, 2005.

     Research and development.  The Company has completed the planning phase for
the major research and development  projects  anticipated in the next 12 months.
The Company's Phase 1 metastatic  melanoma and breast carcinoma  clinical trials
are  expected  to be  completed  in early 2006 for less than  $1,000,000  in the
aggregate.  At that time the planning phase for the expected Phase 2 trials will
be completed.  The Company's  Phase 2 psoriasis trial is expected to commence in
early 2006 and will cost  approximately  $1,500,000  over 12 to 24  months.  The
Company's  Phase 1 liver cancer trial does not have an expected  completion cost
at this time.  Research and development  costs  comprising the total of $467,202
for the three months ending September 30, 2005 include  depreciation  expense of
$573,  consulting  of $176,612,  lab supplies of $33,573,  insurance of $14,302,
legal of $59,885,  payroll of $174,047,  and rent and  utilities of $8,210.  The
research and development  costs are higher for the three months ending September
30, 2005 because the Company has  initiated  clinical  trials under the aegis of
the Food & Drug Administration  (FDA). Research and development costs comprising
the total of $1,765,839  for the nine months ending  September 30, 2005 included
depreciation  expense  of  $1,097,  consulting  of  $878,617,  lab  supplies  of
$108,988, insurance of $96,629, legal of $165,939, payroll of $492,759, and rent
and utilities of $21,810.  The research and development costs are higher for the
nine months ending September 30, 2005 because the Company has initiated clinical
trials  under the aegis of the Food & Drug  Administration  (FDA).  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.

     General and administrative.  General and administrative  expenses increased
by $39,493  in the three  months  ended  September  30,  2005 to  $576,910  from
$537,417 in the three months ended  September  30, 2004.  The increase  resulted
primarily  from  higher  consulting  expenses  for general  corporate  purposes.
General and  administrative  expenses  increased  by $364,817 in the nine months
ended  September 30, 2005 to $1,718,452 from $1,353,635 in the nine months ended
September 30, 2004. The increase  resulted  primarily from higher consulting and
payroll expenses for general corporate purposes.

                                      -13-


CASH FLOW

     As of October 31,  2005,  we held  approximately  $600,000 in cash.  At our
current cash expenditure rate, this amount will be sufficient to meet our needs.
We  have  been  increasing  our  expenditure  rate by  accelerating  some of our
research programs for new research  initiatives;  in addition, we are seeking to
improve our cash flow through the asset sale and  licensure of our OTC products.
However,  we cannot  assure you that we will be  successful  in selling  the OTC
assets  and  licensing  our  existing  OTC  products.  Moreover,  even if we are
successful in improving our current cash flow position,  we nonetheless  plan to
require  additional funds to meet our long-term needs. We anticipate these funds
will come from the proceeds of private placements or public offerings of debt or
equity securities.

CAPITAL RESOURCES

     As noted above,  our present cash flow is currently  sufficient to meet our
short-term  operating needs. Excess cash will be used to finance the current and
next  phases  in  clinical  development  of  our  pharmaceutical   products.  We
anticipate  that any required  funds for our  operating  and  development  needs
beyond  2005  will  come  from the  proceeds  of  private  placements  or public
offerings  of  debt  or  equity  securities.  While  we  believe  that we have a
reasonable  basis for our expectation  that we will be able to raise  additional
funds,  we  cannot  assure  you  that we will  be  able to  complete  additional
financing in a timely  manner.  In addition,  any such  financing  may result in
significant  dilution  to  shareholders.  For  further  information  on  funding
sources,  please see Note 4 of the notes to our financial statements included in
this report.

RECENT ACCOUNTING PRONOUNCEMENTS

     In  November  2004,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 151,  Inventory  Costs, an amendment of ARB No. 43, Chapter 4. The
purpose of this  statement is to clarify the  accounting of abnormal  amounts of
idle facility expense,  freight,  handling costs and waste material.  ARB No. 43
stated that under some  circumstances  these costs may be so abnormal  that they
are required to be treated as current period costs. SFAS 151 requires that these
costs be treated,  as current period costs  regardless if they meet the criteria
of "so abnormal." In addition,  the statement  requires that allocation of fixed
production  overheads to the costs of conversion be based on the normal capacity
of the production facilities. The provision of this Statement shall be effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
The  adoption  of SFAS 151 is not  expected  to have a  material  impact  on the
Company's results of operations or financial position.
     In December  2004,  the FASB issued SFAS No. 153,  Exchanges of Nonmonetary
Assets,  an  amendment  of  APB  Opinion  No.  29.  SFAS  153 is  effective  for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005,  with  earlier  application  permitted.  The  adoption  of SFAS 153 is not
expected to have a material  impact on the  Company's  results of  operations or
financial position.
     In December  2004, the FASB issued SFAS No.  123(R),  Share-Based  Payments
(revised  2004).  This  statement  eliminates  the option to apply the intrinsic
value  measurement  provisions of APB Board Opinion No. 25, Accounting for Stock
Issued to Employees,  to stock compensation awards issued to employees.  Rather,
the  Statement  requires  companies  to measure  the cost of  employee  services
received in exchange for an award of equity  instruments based on the grant date
fair value of the award.  That cost will be  recognized  over the period  during
which an employee is required to provide  services in exchange  for the award --
the requisite  service period (usually the vesting  period).  In March 2005, the
SEC  staff  expressed  their  views  with  respect  to SFAS No.  123(R) in Staff
Accounting Bulletin No. 107,  Share-Based  Payment,  (SAB 107). SAB 107 provides
guidance on valuing  options.  SFAS 123(R) will be effective  for the  Company's
fiscal year beginning  January 1, 2006. The Company is currently  evaluating the
impact of the adoption of this statement on its financial statements.
     In March 2005, the FASB issued FASB  Interpretation  No. 47, Accounting for
Conditional Asset Retirement Obligations,  (FIN 47). FIN 47 is an interpretation
of SFAS No. 143, Asset  Retirement  Obligations,  which was issued in June 2001.
FIN 47 was issued to address  diverse  accounting  practices that have developed
with  regard  to the  timing of  liability  recognition  for  legal  obligations
associated  with the  retirement  of a  tangible  long-lived  asset in which the
timing and/or method of settlement are conditional on a future event that may or
may not be within the control of the entity.  According  to FIN 47,  uncertainty
about the timing and/or method of settlement of a conditional  asset  retirement
obligation  should  be  factored  into the  measurement  of the  liability  when
sufficient  information  exists. FIN 47 also clarifies when an entity would have
sufficient  information  to  reasonably  estimate  the  fair  value  of an asset

                                      -14-


retirement  obligation.  FIN 47 is effective no later than December 31, 2005 for
the Company. The adoption of FIN 47 is not expected to have a material impact on
the Company's results of operations or financial position.
     In May 2005,  the FASB issued SFAS No.  154,  Accounting  Changes and Error
Corrections,  a replacement  of APB Opinion No. 20 and Statement No. 3. SFAS 154
changes  the  requirements  for the  accounting  and  reporting  of a change  in
accounting  principle.  SFAS 154 applies to all voluntary  changes in accounting
principle as well as to changes  required by an  accounting  pronouncement  that
does not include  specific  transition  provisions.  SFAS 154 is  effective  for
accounting  changes and  corrections  of errors made in fiscal  years  beginning
after  December  15,  2005.  The  adoption of SFAS 154 is not expected to have a
material impact on the Company's results of operations or financial position.

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, 2004. 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, 2005,  the end of the fiscal quarter
          covered  by this  Quarterly  Report  on  Form  10-QSB.  Based  on that
          evaluation,  the chief executive  officer and chief financial  officer
          have  concluded  that  our  disclosure  controls  and  procedures  are
          effective to ensure that material  information relating to the Company
          and the  Company's  consolidated  subsidiaries  is made  known to such
          officers by others  within  these  entities,  particularly  during the
          period this Quarterly Report on Form 10-QSB was prepared,  in order to
          allow timely decisions regarding required disclosure.

     (b)  Changes in Internal Controls. There has been no change in our internal
          control  over  financial  reporting  that  occurred  during the fiscal
          quarter  covered  by this  Quarterly  Report on Form  10-QSB  that has
          materially affected, or is reasonably likely to materially affect, our
          internal control over financial reporting.

                                      -15-


                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

During the three  months  ended  September  30,  2005,  the Company  completed a
private placement transaction with 12 accredited investors pursuant to which the
Company  sold 899,338  shares of common  stock at a purchase  price of $0.75 per
share of which 109,333 are committed to be issued at September 30, 2005,  for an
aggregate  purchase  price of $674,500.  In  connection  with the sale of common
stock,  the Company  also issued  warrants  to the  investors  to purchase up to
1,124,167  shares of common stock at an exercise price of $0.935 per share.  The
Company paid $87,685 and  committed to issue 79,000  shares of common stock at a
fair  market  value of  $70,083  to  Network 1  Financial  Securities,  Inc.  as
placement agent for this transaction which is accrued at September 30, 2005. The
cash and common stock costs have been off-set against the proceeds received.

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.

     31.1 Certification  Pursuant to Rule 13a-14(a) (Section 302 Certification),
          dated  November  14,  2005,  executed by H. Craig Dees,  Ph.D.,  Chief
          Executive Officer of the Company.

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

     32.1 Certification   Pursuant   to  18  U.S.C.   ss.  1350   (Section   906
          Certification),  dated  November 14, 2005,  executed by H. Craig Dees,
          Ph.D., Chief Executive Officer of the Company, and Peter R. Culpepper,
          Chief Financial Officer of the Company.





                                      -16-



                                   Signatures

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

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

Date:    November 14, 2005












                                      -17-


                                  EXHIBIT INDEX

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

    31.1  Certification  Pursuant to Rule 13a-14(a) (Section 302 Certification),
          dated  November  14,  2005,  executed by H. Craig Dees,  Ph.D.,  Chief
          Executive Officer of the Company.

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

    32.1  Certification   Pursuant   to  18  U.S.C.   ss.  1350   (Section   906
          Certification),  dated  November 14, 2005,  executed by H. Craig Dees,
          Ph.D., Chief Executive Officer of the Company, and Peter R. Culpepper,
          Chief Financial Officer of the Company.





                                       18



                                                                    Exhibit 31.1
                                                                    ------------

                         Provectus Pharmaceuticals, Inc.
                    Certification Pursuant to Rule 13a-14(a)
                            Section 302 Certification


     I,  H.  Craig  Dees,  Ph.D.,  the  Chief  Executive  Officer  of  Provectus
Pharmaceuticals, Inc., certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Provectus
     Pharmaceuticals, Inc.; .

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report.

4.   The  small  business  issuer's  other  certifying   officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
     internal control over financial  reporting (as defined in Exchange Act Rule
     13a-15(f) and 15d-15(f)) for the small business issuer and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     d)   Disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter that has materially
          affected,  or is  reasonably  likely to materially  affect,  the small
          business issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting, to the small business issuer's auditors and the audit committee
     of the small business  issuer's  board of directors (or persons  performing
     the equivalent functions):

                                       19


     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.

Date:   November 14, 2005
                                               /s/ H. Craig Dees
                                              ----------------------------------
                                              H. Craig Dees, Ph.D.
                                              Chief Executive Officer





                                       20


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

                         Provectus Pharmaceuticals, Inc.
                    Certification Pursuant to Rule 13a-14(a)
                            Section 302 Certification

     I,  Peter  R.  Culpepper,   the  Chief   Financial   Officer  of  Provectus
Pharmaceuticals, Inc., certify that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Provectus
     Pharmaceuticals, Inc.; .

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report.

4.   The  small  business  issuer's  other  certifying   officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) and
     internal control over financial  reporting (as defined in Exchange Act Rule
     13a-15(f) and 15d-15(f)) for the small business issuer and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision, to ensure that material information relating to the small
          business  issuer,  including its  consolidated  subsidiaries,  is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the small business issuer's  disclosure
          controls and procedures  and presented in this report our  conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     d)   Disclosed  in this  report any change in the small  business  issuer's
          internal  control over financial  reporting  that occurred  during the
          small business issuer's most recent fiscal quarter that has materially
          affected,  or is  reasonably  likely to materially  affect,  the small
          business issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  to the small business issuer's auditors and the audit committee
     of the small business issuer's board of directors (or persons performing
     the equivalent functions):

                                       21


     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the small  business  issuer's
          ability   to  record,   process,   summarize   and  report   financial
          information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a significant  role in the small business  issuer's
          internal control over financial reporting.


Date:    November 14, 2005
                                             /s/ Peter R. Culpepper
                                            ------------------------------------
                                            Peter R. Culpepper
                                            Chief Financial Officer





                                       22


                                                                    Exhibit 32.1
                                                                    ------------

                         Provectus Pharmaceuticals, Inc.
                  Certification Pursuant to 18 U.S.C. ss. 1350
                           Section 906 Certifications


     Pursuant  to 18  U.S.C.  ss.  1350,  as  enacted  by  Section  906  of  the
Sarbanes-Oxley Act of 2002 (Public Law 107-204), the undersigned, H. Craig Dees,
Ph.D., the Chief Executive Officer of Provectus Pharmaceuticals,  Inc., a Nevada
corporation (the "Company"), and Peter R. Culpepper, the Chief Financial Officer
of the Company, hereby certify that:

1.   The  Company's  Quarterly  Report  on Form  10-QSB  for the  quarter  ended
     September  30,  2005,  as  filed  with  the U.S.  Securities  and  Exchange
     Commission  on the date  hereof (the  "Report"),  fully  complies  with the
     requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
     1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.
     This Certification is signed on November 14, 2005.


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


                                            /s/ Peter R. Culpepper
                                           -------------------------------------
                                           Peter R. Culpepper
                                           Chief Financial Officer
                                           Provectus Pharmaceuticals, Inc.

     A signed  original of this  written  statement  required by Section 906 has
been  provided  to  Provectus  Pharmaceuticals,  Inc.  and will be  retained  by
Provectus  Pharmaceuticals,  Inc. and furnished to the  Securities  and Exchange
Commission or its staff upon request.

                                       23