**U. S. Securities and Exchange Commission**

**Washington, D. C. 20549**

**FORM 10-KSB**

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2001

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934         For the transition period from           to

Commission File No. **0-09410**

**Provectus Pharmaceutical, Inc.**

(Name of Small Business Issuer in its Charter)



|**Nevada**                                                     | **83-2033011**            
|-------------------------------------------------------------- | --------------------------
|(State or Other Jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.)

**4685 S. Highland Dr., Suite 202**

**Salt Lake City, UT 84117**

(Address of Principal Executive Offices)

Issuer's Telephone Number: **(801)274-1011**

SPM Group, Inc.                                                                   Zamage Digital Imaging, Inc.

5882 South 900 East, Suite 202                                           1050 Boundary Road

Salt Lake City, UT 84121                                                     Burnaby, British Columbia

Canada V5K 4T3

(Former names and addresses)

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act: Common stock having a par value of $.001 per share

Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 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.

(1)  Yes [ X ]      No [ ]            (2) Yes [ X ]     No   [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of Regulation  S-B is not  contained in  this
form,  and no  disclosure  will  be contained,  to the  best of  Registrant's  knowledge,  in  definitive proxy  or information
statements  incorporated  by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 2001  $0.00

State  the   aggregate   market  value  of  the  common  voting  stock  held  by non-affiliates  computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60
days:

As of March 31, 2002, there were 12,748,973 shares of common voting stock of the  Registrant  held by non-affiliates.
The aggregate market value of the Registrant's voting common stock held as of March 31, 2002, by non-affiliates of the
issuers was $382,469. There are no preferred shares authorized.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

None; Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

|Common Voting Stock | Preferred Stock      
|------------------- | ---------------------
|April 15, 2002      | April 15, 2002       
|32,312,768          | 0 

(None authorized)

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents  Incorporated  by Reference" is contained in Item 13 of this Report.

Transitional Small Business Issuer Format   Yes     No [ X ]

FORWARD-LOOKING INFORMATION

THIS FORM 10KSB AND OTHER STATEMENTS ISSUED OR MADE FROM  TIME TO TIME BY THE COMPANY
OR ITS REPRESENTATIVES CONTAIN  STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM  ACT OF
1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING
THE INTENT, BELIEF OR CURRENT EXPECTATIONS  OF THE COMPANY AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE
NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE

RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO  FUTURE OPERATING
RESULTS OVER TIME.

**PART I**

**ITEM 1.  DESCRIPTION OF BUSINESS.**

**BUSINESS DEVELOPMENT**

The Company was incorporated in the state of Colorado on May 1, 1978. From 1991 through November 2001, the
Company did not engage in any operations. In November 2001, the Company entered into an Agreement and Plan of
Reorganization ("Agreement") with Zamage Digital Imaging, Inc., a privately-held Delaware corporation ("Zamage"),
whereby the Company sought to acquire Zamage through a reverse merger transaction, and which Agreement specified that
Zamage was required to pay its costs relating to the reverse merger with the Company within 60 days, or the Company
could rescind the merger. Following nonpayment of these costs, on March 29, 2002, the Company signed an Agreement
Rescinding and Terminating Merger, Release and Indemnification with Zamage, effectively rescinding the November
Agreement. Because of the retroactive rescission, the results of the Company relating to the Zamage acquisition are not
reported in this filing.

At the present time, the Company intends to seek, investigate, and if warranted, acquire an interest in a business
opportunity. The Company does not propose to restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic
conditions and other factors. As of the date of this filing, the Company has had discussions with numerous companies,
entities and individuals concerning possible acquisitions, but none have resulted in any letters of intent or other binding
agreements, and the Company continues to seek business opportunities.

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by
management in the exercise of its business judgement. There is no assurance that the Company will be able to identify and
acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders.

The activities of the Company are subject to several risks which arise primarily as a result of the fact that the Company has
no specific business and may acquire or participate in a business opportunity based on the decision of management which
will, in all probability, act without the consent, vote, or approval of the Company's shareholders.

Sources of Opportunities - It is anticipated that business opportunities may be available to the Company from various
sources, including its officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of
the financial community, and others who may present unsolicited proposals.

The Company will seek a potential business opportunity from all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect associations between them and other business and professional
people. Although the Company does not anticipate engaging professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interest of the Company, such firms may be retained. In some
instances, the Company may publish notices or advertisements seeking a potential business opportunity in financial or trade
publications.

Criteria - The Company will not restrict its search to any particular business, industry or geographical location. The
Company may acquire a business opportunity or enter into a business in any industry and in any stage of development. The
Company may enter into a business or opportunity involving a "start-up" or new company. The Company may acquire a
business opportunity in various stages of its operation.

In seeking a business venture, the decision of management of the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific industry, management group, or product or industry, but will
be based upon the business objective of seeking long-term capital appreciation in the real value of the Company.

In analyzing prospective business opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial requirements; the history of operations, if any;
prospects for the future; the nature of present and expected competition; the quality and experience of management services
which may be available and the depth of the management; the potential for further research, development or exploration;
the potential for growth and expansion; the potential for profit; the perceived public recognition or acceptance of products,
services, trade or service marks, name identification; and other relevant factors.

Generally, the Company will analyze all available factors in the circumstances and make a determination based upon a
composite of available facts, without reliance upon any single factor as controlling.

Methods of Participation of Acquisition - Specific business opportunities will be reviewed and, on the basis of that review,
the legal structure or method of participation deemed by management to be suitable will be selected. Such structures and
methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual
arrangements, and may involve a reorganization, merger or consolidation transaction. The Company may act directly or
indirectly through an interest in a partnership, corporation, or other form of organization.

Procedures - As part of the Company's investigation of business opportunities, officers and directors may meet personally
with management and key personnel of the firm sponsoring the business opportunity, visit and inspect material facilities,
obtain independent analysis or verification of certain information provided, check references of management and key
personnel, and conduct other reasonable measures.

The Company will generally request that it be provided with written materials regarding the business opportunity
containing such items as a description of product, service and company history; management resumes; financial
information; available projections with related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks or service marks or rights thereto; present and proposed
forms of compensation to management; a description of transactions between the prospective entity and its affiliates;
relevant analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; and
other information deemed relevant.

**PRINCIPAL PRODUCTS OR SERVICES AND MARKETS**

None; not applicable

**COMPETITION**

The Company expects to encounter substantial competition in its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy individuals.

**DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS**

None; not applicable

**PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS, INCLUDING DURATION**

None

**NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES**

None; not applicable

**TIME SPENT DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT
ACTIVITIES**

None; not applicable.

**COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**

None; not applicable.

**NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES**

The Company does not currently have any employees but relies upon the efforts of its officers and directors to conduct the
business of the Company.

**ITEM 2.  DESCRIPTION OF PROPERTY.**

The Company does not own any property. The Company currently utilizes office space, free of charge, from
shareholders of the Company.

**ITEM 3.  LEGAL PROCEEDINGS.**

The Company is not the subject of any pending legal proceedings; and to the knowledge of management,  no
proceedings are presently  contemplated against the Company by any federal, state or local governmental agency.

Further,  to the knowledge of management,  no director or executive officer is party to any action in which any has an
interest adverse to the Company.

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**

On November 15, 2001 a shareholders' meeting was held to approve an Agreement and Plan of Reorganization between the
Company and Zamage Digital Imaging, Inc., a Delaware corporation, and any other business that may come before the
meeting. Pursuant to affirmative shareholder approval, and Agreement and Plan of Reorganization with Zamage Digital
Imaging, Inc. of Delaware was entered into and the name of the Company was subsequently changed to Zamage Digital
Imaging, Inc.

Approval to change the domicile from Colorado to Nevada was also approved at the shareholders' meeting on November
15, 2001.

**SUBSEQUENT EVENTS**

On March 29, 2002 an Agreement Rescinding and Terminating Merger, Release and Indemnification ("Rescission
Agreement") was signed by the Company and Zamage Digital Imaging, Inc. of Delaware rescinding the Agreement and
Plan of Reorganization approved in the November 2001 shareholders' meeting. Pursuant to the Rescission Agreement
approximately 22,000,000 shares will be cancelled. The Company has also agreed to change its name. The new name of the
Company is Provectus Pharmaceutical, Inc.

On April 3, 2002, the Company effected a change of domicile from Colorado to Nevada through the formation of, and
merger with, a Nevada subsidiary as was approved at the November 2001 shareholders' meeting. Concurrently, the par
value was changed from no par value to $.001 per share. The authorization of 100,000,000 common shares remained the
same.

**PART II**

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**

MARKET INFORMATION

During the past five years,  there has been a very limited  "public  market"  for  shares of common  stock of the Company.
It is therefore difficult to determine the market value of the stock. Based on the last trade reported for the Company's
Common Stock on March 31, 2001, the market value of shares held by nonaffiliates would be $382,469. There are no
preferred shares authorized.

The Company is listed on the Over the Counter Bulletin Board ("OTCBB"), under the symbol "PVCT".

Set forth below are the high and low bid prices for the Company's Common Stock since 1998. These represent prices
between dealers and do not include retail markup, markdown or commission. In addition, these quotations do not represent
actual transactions.

|**Quarter Ended** | **High Bid** | **Low Bid**
|----------------- | ------------ | -----------
|March 1998        | .001         | .001       
|June 1998         | .001         | .0001      
|September 1998    | .0001        | .0001      
|December 1998     | .0001        | .0001      
|                  |              |            
|March 1999        | .0001        | .0001      
|June 1999         | .0001        | .0001      
|September 1999    | .0001        | .0001      
|December 1999     | .0001        | .0001      
|                  |              |            
|March 2000        | .005         | .0001      
|June 2000         | .005         | .0001      
|September 2000    | 10.50        | 1.50       
|December 2000     | 3.25         | 1.50       
|                  |              |            
|March 2001        | 2.00         | 1.75       
|June 2001         | 2.75         | 1.50       
|September 2001    | 1.50         | 1.01       
|December 2001     | 3.00         | 1.00       
|                  |              |            
|March 2002        | 2.60         | .02        

**HOLDERS**

The number of record holders of the Company's  common stock as of April 15, 2002, was 1,499; this number  does  not
include  an  indeterminate  number  of stockholders  whose  shares are held by brokers  in street  name.  The number of
stockholders  has been  substantially  the same during the past five years.

**DIVIDENDS**

There are no present  material  restrictions  that limit the ability of the Company  to pay  dividends  on common  stock
or that are  likely to do so in the future. The Company has not paid any dividends with respect to its common stock, and
does not intend to pay dividends in the foreseeable future.

**RECENT SALES OF UNREGISTERED SECURITIES**

None

**ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION**

**PLAN OF OPERATION**

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues.
The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an
acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or
discussions with any representative of any other company regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this quarterly report.  The Board of Directors intends to obtain certain
assurances of value of the target entity's assets prior to consummating such a transaction.  Any business combination or
transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the
Company. The Company was incorporated in the state of Colorado on May 1, 1978. From 1991 through November 2001,
the Company did not engage in any operations. In November 2001, the Company entered into an Agreement and Plan of
Reorganization ("Agreement") with Zamage Digital Imaging, Inc., a privately-held Delaware corporation ("Zamage"),
whereby the Company sought to acquire Zamage through a reverse merger transaction, and which Agreement specified that
Zamage was required to pay its costs relating to the reverse merger with the Company within 60 days, or the Company
could rescind the merger. Following nonpayment of these costs, on March 29, 2002, the Company signed an Agreement
Rescinding and Terminating Merger, Release and Indemnification with Zamage, effectively rescinding the November
Agreement. Because of the retroactive rescission, the results of the Company relating to the Zamage acquisition are not
reported in this filing.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with
any significant cash or other assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without
incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will,
however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity,
including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB's, agreements and related reports and documents.

**LIQUIDITY AND CAPITAL RESOURCES**

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources
or stockholder's equity since re-entering of Development Stage. The Company's balance sheet as of December 31, 2001,
reflects a total asset value of $0.00. The Company has no cash or line of credit, other than that which present management
may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company
will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business combination or whether its capital will be further
depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.

**RESULTS OF OPERATIONS**

During the period from January 1, 2001 through December 31, 2001, the Company has engaged in no significant
operations other than maintaining its reporting status with the SEC and seeking a business combination.  No revenues were
received by the Company during this period.

For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and
expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business
combination is completed  with an acquisition candidate, it will not generate revenues, and may continue to operate at a
loss after completing a business combination, depending upon the performance of the acquired business.

**NEED FOR ADDITIONAL FINANCING**

Based upon current management's willingness to extend credit to the Company and/or invest in the Company until a
business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's
cash needs required for the costs of compliance with the continuing reporting requirements of the Securities Exchange Act
of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite
period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business
combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to
complete a business combination, and once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.  In addition, as current management is under no obligation to continue to
extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will
continue or that it will continue to be sufficient for future periods.

**ITEM 7.  FINANCIAL STATEMENTS.**

**FOR THE PERIOD ENDED DECEMBER 31, 2001**

The financial statements of the Company are included following the signature page of this form 10-KSB.

**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND**
**FINANCIAL DISCLOSURE.**

None.

**PART III**

**ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;** **COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.**

**IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS**

The following table sets forth, the names and the nature of all positions and offices held by all directors and executive
officers of the Company for the Company year ending December 31, 2001 and to the date hereof, and the period or periods
during which each such  director or executive officer served in his or her respective positions.

|**Name and age** | **Position and background**                                                                                                                                                                                                                                                                 
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kelly Adams, 48  | Sole officer and Director                                                                                                                                                                                                                                                                   
|                 | Mr. Adams was the General Sales Manager for The Utah
Auto Collection, a new and used automobile dealership.  He
has worked in the automobile industry since 1988.  Over the
years, he has received numerous awards and certifications
including the Ford Motor Credit Top Five Dealer Award.

**TERM OF OFFICE**

The term of office of the current directors shall continue until new directors are elected or appointed.

**FAMILY RELATIONSHIPS**

None of the present officer and directors have any family relationship between one another.

**INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS**

During the past five years,  no present or former  director,  person  nominated to become a director, executive officer,
promoter or control person of the Company:

(1) Was a general  partner  or  executive  officer  of any  business  by or against  which any  bankruptcy petition was filed,
whether at the time of such filing or two years prior thereto;

(2) Was  convicted  in a  criminal  proceeding  or named the  subject  of a pending  criminal  proceeding (excluding  traffic
violations  and other minor offenses);

(3) Was the  subject of any order,  judgment  or decree,  not subsequently reversed,  suspended  or vacated,  of  any  court
of  competent  jurisdiction, permanently or temporarily enjoining,  barring, suspending or otherwise limiting his
involvement in any type of business,  securities or banking activities;  and

(4) Was the  subject of any order,  judgment  or decree,  not subsequently reversed,  suspended  or vacated,  of any federal
or state authority  barring, suspending or otherwise  limiting for more than 60 days the right of such person to engage in
any activity  described  above under this Item, or to be associated with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction (in a civil action), the Commission  or the Commodity  Futures  Trading
Commission  to have  violated a federal or state  securities or  commodities  law, and the judgment has not been reversed,
suspended, or vacated.

**COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT**

Kelly Adams, who owns approximately 3% of the Company's issued and outstanding shares, has not filed a Form 3 or
Form 5. No other director,  executive  officer or 10%  shareholder  of the  Company has effected any  transactions in the
Company's  securities  through the date of filing this report.

**ITEM 10.  EXECUTIVE COMPENSATION.**

Kelly Adams, the Company's President received 1,000,000 shares of the Company's common stock for services rendered,
valued at $10,000 or $.01 per share.

**COMPENSATION OF DIRECTORS**

There are no arrangements  pursuant to which any of the Company's directors were compensated  during the Company's
last completed fiscal year or the previous two  fiscal  years  for any  service  provided  as  director.

**TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT**

There are no compensatory  plans or arrangements,  including payments to be received  from the  Company, with
respect to any former employees, officers or directors which  would in any way result in payments to any such  person
because  of his  or  her  resignation,  retirement  or  other termination of such person's employment with the Company or its
subsidiaries, or any  change  in  control  of  the Company, or a change  in the person's responsibilities following a change in
control of the Company.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

The following  table sets forth the  shareholdings  of those persons who own more than five percent of the Company's
common stock as of the date hereof:

|**Title of Class** | **Name and Address of
Beneficial Owner**                    | **Amount and Nature of
Beneficial Ownership** | **Percentage of Class**
|------------------ | ----------------------------------------------------------- | --------------------------------------------- | -----------------------
|Common             | Kelly Adams                                                 | 1,000,000                                     | 3%                     
|                   | 4685 S. Highland Dr., Suite
202, 

Salt Lake City, UT 84117 |                                               |                        
|                   |                                                             | __________                                    | ______                 
|Common             | Officers and Directors as a
Group: 1 person                 | 1,000,000                                     | 3%                     

(1) Officer and/or director.

**CHANGES IN CONTROL**

None; not applicable.

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

**TRANSACTIONS WITH MANAGEMENT AND OTHERS**

None; not applicable

**CERTAIN BUSINESS RELATIONSHIPS**

None; not applicable

**INDEBTEDNESS OF MANAGEMENT**

None; not applicable

**ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.**

|**Exhibit No.** | **Description**                                                             
|--------------- | ----------------------------------------------------------------------------
|**10**          | **Agreement Rescinding and Terminating Merger, Release
and Indemnification**
|**3.i.1**       | **Articles of Amendment - Colorado**                                        
|**3.i.2**       | **Articles of Incorporation - Nevada**                                      
|**3.i.3**       | **Articles of Merger**                                                      
|**3.ii**        | **By-Laws**                                                                 

**DOCUMENTS INCORPORATED BY REFERENCE**

None; not applicable.

**REPORTS ON FORM 8-K**

On November 21, 2001 an 8-K was filed relating to the Agreement and Plan of Reorganization between the Company and
Zamage Digital Imaging, Inc., a Delaware corporation.

**SIGNATURES**

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934,  the  Registrant has duly
caused  this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Provectus Pharmaceutical, Inc.

Date: April 17, 2002                    By: /s/ Kelly Adams

Kelly Adams, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this  Report has been  signed below by
the  following  persons on behalf of the Registrant and in the capacities and on the dates indicated:

Date: April 17, 2002                      /s/ Kelly Adams

Kelly Adams, Director

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company)

**FINANCIAL STATEMENTS**

**DECEMBER 31, 2001 & 2000**



[Letterhead]

**INDEPENDENT AUDITORS' REPORT**

To the Board of Directors

Provectus Pharmaceutical, Inc.

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Provectus Pharmaceutical, Inc., (a Nevada Corporation), (a
development stage company) at December 31, 2001 and 2000, and the related statements of operations, retained earnings,
and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards, in the United States of America.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements.  An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial statements presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Provectus Pharmaceutical, Inc., as of December 31, 2001 and 2000, and the results of its operations and its cash flows for
the years then ended, in conformity with generally accepted accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As
discussed in Note #5 to the financial statements, the Company has an accumulated deficit and a negative net worth at
December 31, 2001. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note #5.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Bierwolf, Nilson & Associates

Bierwolf, Nilson & Associates

Salt Lake City, Utah

April 11,2002

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company)

**Balance Sheets**

**December 31**



|                                                                                                                                  | **2001**    | **2000**   
|--------------------------------------------------------------------------------------------------------------------------------- | ----------- | -----------
|**Assets**                                                                                                                        |             |            
|                                                                                                                                  |             |            
|**Current Assets**                                                                                                                | $     -     | $     -    
|                                                                                                                                  | _______     | _______    
|Total Assets                                                                                                                      | $     -     | $     -    
|                                                                                                                                  | ======      | ======     
|**Liabilities and Stockholders' Equity**                                                                                          |             |            
|                                                                                                                                  |             |            
|**Current Liabilities**                                                                                                           |             |            
|Accounts payable - related                                                                                                        | $2,100      | $     -    
|Accounts payable                                                                                                                  | 1,544       | -          
|                                                                                                                                  | _________   | _________  
|Total Current Liabilities                                                                                                         | 3,644       | -          
|**Stockholders' Equity**                                                                                                          |             |            
|Common stock authorized,
100,000,000 shares at $.001 par value,
25,719,181 and 179,567 shares issued
and outstanding respectively | 25,719      | 180        
|Additional Paid-in Capital                                                                                                        | 5,719,617   | 5,618,806  
|Accumulated deficit                                                                                                               | (5,748,980) | (5,618,986)
|                                                                                                                                  | _________   | _________  
|Total Stockholders' Equity                                                                                                        | (3,644)     | -          
|                                                                                                                                  | _________   | _________  
|Total Liabilities & Stockholders'
Equity                                                                                          | $      -    | $      -   
|                                                                                                                                  | =========   | ========== 

The accompanying notes are an integral part of these financial statements.

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

( A Development Stage Company)

**Statements of Operations**



|                                 | **2001**   | **2000**   | **1999**  | **Period from January
1, 1992 Through
December 31, 2001**
|-------------------------------- | ---------- | ---------- | --------- | ---------------------------------------------------------
|**Revenue**                      | $    -     | $    -     | $     -   | $     -                                                  
|**Expenses**                     |            |            |           |                                                          
|General &
Administrative         | 129,994    | 11,500     | -         | 155,205                                                  
|Interest                         | -          | -          | -         | 11,649                                                   
|                                 | _________  | __________ | _________ | _________                                                
|Total Expenses                   | 129,994    | -          | -         | 166,854                                                  
|                                 | _________  | __________ | _________ | _________                                                
|Operating Income
(Loss)          | (129,994)  | (11,500)   | -         | (166,854)                                                
|**Other Income
(Expense)**       |            |            |           |                                                          
|Gain from
Extinguishment Of
Debt | -          | -          | -         | 361,263                                                  
|                                 | _________  | __________ | _________ | _________                                                
|Total Other Income
(Expenses)    | -          | -          | -         | 361,263                                                  
|                                 | _________  | __________ | _________ | _________                                                
|Income (Loss) from
Operations    | $(129,994) | $(11,500)  | $      -  | $194,409                                                 
|                                 | ========   | =========  | ========  | ========                                                 

The accompanying notes are an integral part of these financial statements.

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company)

**Statement of Stockholders' Equity**

**December 31, 2001**



|                                                        | **Common Stock** |             | **Paid-in Capital** | **Accumulated Deficit**
|------------------------------------------------------- | ---------------- | ----------- | ------------------- | -----------------------
|                                                        | **Shares**       | **Amount**  |                     |                        
|BALANCE, January 1,
1992                                | 168,367          | $168        | $5,607,318          | $(5,943,389)           
|Net Loss for the year
ended December 31,
1992           | -                | -           | -                   | (1,550)                
|                                                        | _________        | __________  | _________           | __________             
|BALANCE, December
31, 1992                              | 168,367          | 168         | 5,607,318           | (5,944,939)            
|Net Gain for the year
ended December 31,
1993           | -                | -           | -                   | 337,453                
|                                                        | __________       | ___________ | _________           | ____________           
|BALANCE, December
31, 1993                              | 168,367          | 168         | 5,607,318           | (5,607,486)            
|No Operations from
January 1, 1994 to
December 31, 1999 | -                | -           | -                   | -                      
|                                                        | __________       | __________  | _________           | __________             
|BALANCE, December
31, 1999                              | 168,367          | 168         | 5,607,318           | (5,607,486)            
|Issued for Services at
$1.03 Per Share                  | 3,920            | 4           | 4,021               | -                      
|Shares Issued in Relief
of Debt at $1.03 Per
Share      | 7,280            | 8           | 7,467               | -                      
|Net Loss for the year
ended December 31,
2000           | -                | -           | -                   | (11,500)               
|                                                        | __________       | __________  | _________           | __________             
|BALANCE, December
31, 2000                              | 179,567          | 180         | 5,618,806           | (5,618,986)            
|Shares issued for
services at $.01 per
share            | 1,000,000        | 1,000       | 9,000               | -                      
|Shares issued to
acquire Zamage Digital
Imaging, INc.   | 22,212,614       | 22,212      | (22,212)            | -                      
|Shares issued for
services at $.05 per
share            | 2,327,000        | 2,327       | 114,023             | -                      
|Net Loss for the year
ended December 31,
2001           | -                | -           | -                   | (129,994)              
|                                                        | __________       | __________  | _________           | __________             
|BALANCE, December
31, 2001                              | 25,719,181       | $25,719     | $5,719,617          | $(5,748,980)           
|                                                        | =========        | =========   | ========            | =========              

The accompanying notes are an integral part of this financial statement.

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company)

**Statements of Cash Flows**



|                                                                                  | **2001**   | **2000**   | **1999**   | **Period from January
1, 1992 through
December 31, 2001**
|--------------------------------------------------------------------------------- | ---------- | ---------- | ---------- | ---------------------------------------------------------
|**Cash Flows From
Operating Activities:**                                         |            |            |            |                                                          
|Net Income (Loss)                                                                 | $(129,994) | $(11,500)  | $        - | $ 194,409                                                
|Adjustments to
Reconcile Net Income
to Net Cash Provided
by Operating
Activities; |            |            |            |                                                          
|Stock Issued for
Services                                                         | 126,350    | 11,500     | -          | 163,210                                                  
|Increase (Decrease) in
Accounts Payable                                           | 3,644      | -          | -          | 3,644                                                    
|Gain from
Extinguishment if Debt                                                  | -          | -          | -          | (361,263)                                                
|                                                                                  | _______    | _________  | ________   | ________                                                 
|Net Cash Provided by
Operating Activities                                         | -          | -          | -          | -                                                        
|                                                                                  | _______    | _________  | ________   | ________                                                 
|**Cash Flows From
Investing Activities:**                                         | -          | -          | -          | -                                                        
|                                                                                  | _______    | _________  | ________   | ________                                                 
|**Cash Flows From
Financing Activities:**                                         | -          | -          | -          | -                                                        
|                                                                                  | ________   | __________ | ________   | ________                                                 
|**Net Increase
(Decrease) in Cash**                                               | -          | -          | -          | -                                                        
|**Cash at Beginning of
Period**                                                   | -          | -          | -          | -                                                        
|                                                                                  | ________   | __________ | ________   | ________                                                 
|**Cash at End of Period**                                                         | $     -    | $     -    | $   -      | $    -                                                   
|                                                                                  | =======    | =========  | =======    | =======                                                  
|**Disclosures from
Operating Activities**                                         |            |            |            |                                                          
|Interest                                                                          | $     -    | $     -    | $    -     | $11,649                                                  
|Taxes                                                                             | $     -    | $     -    | $    -     | $    -                                                   

The accompanying notes are an integral part of these financial statements.

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

( A Development Stage Company )

**Notes to Financial Statements**

**December 31, 2001**

**NOTE #1 - Organization**

Zamage Digital Imaging, Inc. was incorporated on May 1, 1978, under the laws of the state of Colorado. In 1991, Zamage
Digital Imaging, Inc. ceased operations and was considered to be a development stage company effective January 1, 1992.
On April 3, 2002 the Company changed its domicile through the formation and merger with a subsidiary in Nevada. The
Company also changed its par value from no par value to $.001 per share. The Company has authority to issue 100,000,000
shares of common stock.

**NOTE #2 - Significant Accounting Policies**

A.  The Company uses the accrual method of accounting.

B.  Revenues and directly related expenses are recognized in the period in which they occur.

C.  The Company considers all short term, highly liquid investments that are readily convertible, within three months, to
known amounts as cash equivalents. The Company currently has no cash equivalents.

D.  Basic Earnings Per Share are computed by dividing income available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted Earnings Per Share shall be computed by including
contingently issuable shares with the weighted average shares outstanding during the period. When inclusion of the
contingently issuable shares would have an antidilutive effect upon earnings per share no diluted earnings per share shall be
presented.

E.  Inventories: Inventories are stated at the lower of cost, determined by the FIFO method or market.

F.  Depreciation: The cost of property and equipment is depreciated over the estimated useful lives of the related assets.
The cost of leasehold improvements is amortized over the lesser of the length of the lease of the related assets or the
estimated lives of the assets. Depreciation and amortization are computed on the straight line method.

G.  Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

**NOTE #3 - Income Taxes**

The Company has adopted Statements of Financial Accounting Standards No. 109, Accounting for Income Taxes. The
Company has net operating losses of approximately $6,400,000 which expire through 2007. In 2000, there was a
significant change in control of the ownership of the Company which will prohibit the use of net operating losses sustained
by the Company in prior years.

**PROVECTUS PHARMACEUTICAL, INC.**

Formerly Zamage Digital Imaging, Inc.

(A Development Stage Company )

**Notes to Financial Statements**

**December 31, 2001**

**NOTE #4 - Stockholders' Equity**

Common Stock:

During the year the Company issued 1,000,000 shares of common stock to an officer for services performed on behalf of
the Company. The cost of the services has been charged to operations and additional paid-in capital has been increased by
$9,000, representing the excess of the cost of the services over the par value of the common stock issued.

On November 15, 2001, the Company entered into an Agreement and Plan of Reorganization with Zamage Digital
Imaging, Inc., a Delaware corporation. The Company issued 22,212,614 shares of its common stock in exchange for 100
percent of the stock of Zamage Digital Imaging, Inc., pursuant to the acquisition.

On November 15, 2001, the Company issued 2,327,000 shares of its common stock for services rendered pursuant to an
S-8 Registration Statement at $.05 per share. Accordingly $114,023 has been charged to additional paid-in capital.

**NOTE #5 - Going Concern**

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles,
which contemplates continuation of the company as a going concern. However, the Company has sustained substantial
operating losses in recent years. In addition, the Company currently has no assets or operations from which it can provide
working capital. Under new management in 2001, the Company seeks to acquire or merge with an operating entity that can
provide capital and managerial leadership to enable it to continue in existence.

**NOTE #6 - Subsequent Events**

On March 29, 2001, an Agreement Rescinding and Terminating Merger, Release and Indemnification ("Recission
Agreement") was signed by the Company and Zamage Digital Imaging, Inc., a Delaware Corporation, rescinding the
Agreement and Plan or Reorganization approved in the November 2001 shareholders' meeting. The Company is in the
process of executing the Rescission Agreement and returning the Company back to the status it was immediately prior to
November 15, 2001. Pursuant to the Rescission Agreement 22,212,614 shares will be canceled.

In addition to the Rescission Agreement, during April 2002 the Company changed its name to Provectus Pharmaceutical,
Inc. As a result of the changes, management has decided to present the financial statements with the new name of the
Company in order to eliminate confusion about ownership of the Company to users of the financial statements.