10KSB

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

                                   Form 10-KSB

(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended September 30, 2003 or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ____________

Commission file number 0-14273

                               PlanGraphics, Inc.
                               ------------------
                         (Name of small business issuer)

Colorado                                                              84-0868815
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

112 East Main Street, Frankfort, KY                                        40601
(Address of principal executive offices)                              (Zip code)

Issuer's telephone number (720) 851-0716

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

Securities registered under Section 12(g) of the Exchange Act:

          Title of each class:            Name of Exchange on which registered:
          Common Stock, no par value                     (None)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers pursuant 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. [ ]

The issuer's revenues for its most recent fiscal year were $7,905,661.

As of February 28, 2005, the aggregate market value of the shares of the
issuer's voting stock held by non-affiliates of the issuer based on the closing
price of the Common Stock as reported on www.pinksheets.com, was approximately
$1,512,670.

As of February 28, 2005 the issuer had outstanding 97,214,418 shares of Common
Stock.Documents incorporated by reference: NoneTransitional Small Business
Disclosure Format: Yes [ ] ; No [X]

Exhibit index begins on page 42      Total number of pages in this report is 78.

The Company maintains a website at www.PlanGraphics.com where its SEC filings
may be accessed at no cost.



                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB and the information incorporated by reference
may include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in these
sections. All statements regarding our expected financial position and operating
results, our business strategy, our financing plans and the outcome of any
contingencies are forward-looking statements. These statements can sometimes be
identified by our use of forward-looking words such as "may," "believe," "plan,"
"will," "anticipate," "estimate," "expect," "intend," and other phrases of
similar meaning. Known and unknown risks, uncertainties and other factors could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions.

Forward-looking statements include, but are not limited to, statements in this
Form 10-KSB regarding:

o    availability of working capital to meet our immediate cash and liquidity
     needs;
o    our ability to raise funds through debt and equity financing;
o    estimates regarding our financing needs;
o    cancellation of our contracts and order assignments;
o    our ability to compete effectively;
o    the strength of our technical expertise and customer service;
o    the potential fluctuation of the market price of our stock;
o    the evolving market for spatial information management systems;
o    the potential gross profit margin in information technology;
o    fluctuations in exchange rates; and
o    the impact of recent accounting pronouncements.

Although we believe that the expectations that we express in these
forward-looking statements are reasonable, we cannot promise that our
expectations will turn out to be correct or will be accomplished in the time
frame we contemplated. Our actual results could be materially different from our
expectations, including the following:

o    we may not be able to obtain needed financing
o    we may not achieve profitability;
o    we may lose customers or fail to grow our customer base;
o    we may fail to compete successfully with existing and new competitors;
o    we may not adequately anticipate and respond to technological developments
     impacting information services and technology; and
o    we may issue a substantial number of shares of our common stock upon
     exercise of options and warrants, thereby causing dilution in the value of
     your investment;

This list is intended to identify some of the principal factors that could cause
actual results to differ materially from those described in the forward-looking
statements included elsewhere in this report. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more detailed cautionary
statements included in this Annual Report on Form 10-KSB under the caption "Item
1. Business - Risk Factors" beginning on page 8, our other Securities and
Exchange Commission filings, and our press releases.

                                        2


                                TABLE OF CONTENTS


Cautionary Note About Forward-Looking Statements............................. 2

                                     PART I

Item 1.  Description of Business............................................. 4

              Risk Factors ..................................................12

Item 2.  Description of Properties...........................................15

Item 3.  Legal Proceedings...................................................15

Item 4.  Submission of Matters to a Vote of Security Holders.................15

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters............15

Item 6.  Management's Discussion and Analysis or Plan of Operation...........16

Item 7.  Financial Statements ...............................................30

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure............................................30

Item 8A. Controls and Procedures ............................................31

                                    PART III

Item 9.  Directors and Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(A) of the Exchange Act ..................32

Item 10. Executive Compensation..............................................34

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Shareholder Matters.....................................37

Item 12. Certain Relationships and Related Transactions......................39

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K....................................41

Item 14. Principal Accountant Fees and Services .............................44

Signatures...................................................................45

Financial Statements.........................................................F-1

Exhibits.....................................................................E-1

                                        3


                                     PART I


Item 1 - DESCRIPTION OF BUSINESS

The Company

PlanGraphics, Inc. ("PGRA"), a full life-cycle systems integration and
implementation firm, provides a broad range of services in the design and
implementation of information technology in the public and commercial sectors.
Its capabilities include business and web-enabled solutions exploiting the
advanced technologies of spatial information management systems (otherwise known
as geographic information systems), data warehousing, electronic document
management systems and internal and external networks. Its customers are
primarily federal, state and local governments, utilities, and commercial
enterprises in the United States and foreign markets requiring locational or
"spatial" information. PGRA specializes in the design and development of
software applications, databases and data warehouses, and secure data
communication networks that manage, access, and use spatial (locational)
information assets.

Our website is located at http://www.PlanGraphics.com. Reports we file with the
Securities and Exchange Commission via Edgar are available gratis on our website
shortly after filing.

(a) Business Development.

We were originally incorporated as DCX, Inc., a Colorado corporation, on
December 8, 1981. At that time, we operated in the custom design and contract
manufacture of aircraft-related electronic cable assemblies. As DCX, Inc. we
operated principally under contracts to defense contractors for United States
Department of Defense acquisition programs and for military aircraft maintenance
support equipment.

On September 22, 1997, we acquired all of the outstanding shares of
PlanGraphics, Inc., a Maryland corporation ("PGI-MD") with headquarters in
Frankfort, Kentucky. PGI-MD is a professional services information technology
("IT") company that specializes in the design and implementation of spatial data
management systems commonly referred to in our industry as geographic
information systems.
  PGI-MD, founded in 1979, developed an early focus on turnkey information
technology implementations, with a particular focus on the then-new spatial
information management technologies known as geographic information systems
("GIS") and automated mapping/facilities management ("AM/FM") systems.

Since those first projects more than two decades ago, PGI-MD has continually
expanded its range and scope, both through helping clients implement promising
new technologies (e.g., GIS, geographic position systems ("GPS"), digital
orthophotography, high-resolution satellite imagery, data warehousing, and the
Internet) as they have become available, and through vigorous pursuit of new
methods, approaches, and capabilities as both GIS and IT have become more
integrated, more suited to enterprise-wide applications. To date we have managed
more than 1,390 projects across a wide range of state and local, Federal and
international customers.

Effective as of September 30, 1997, we sold our DCX, Inc. defense electronics
manufacturing assets. On June 29, 1998, we changed our name from DCX, Inc. to
Integrated Spatial Information Solutions, Inc. On May 2, 2002, after approval by
our shareholders, we again changed our name to PlanGraphics, Inc. Our principal
business is carried out through PGI-MD. PGI-MD provides design, implementation,
and integration of e-government and information technology solutions,
principally to state and local governments and public utilities.

We will often use pronouns such as "we," "us," and "our" in this annual report
to refer to the parent company, PGRA, together with our operating subsidiary,
PGI-MD.

                                        4


(b) Business of Issuer

Introduction

We offer full project life-cycle information technology solutions, with a focus
on spatial information management technologies, including GIS, and AM/FM
systems. The Company specializes in Web-enabled GIS and IT applications that
integrate and facilitate the access, analysis, and interpretation of disparate
data sets.

Spatial information management systems, which include GIS, provide a means for
managing and analyzing information by relating the geographic location of a
feature or event to other descriptive information. GIS software allows data, in
both graphic or map format and alphanumeric data to be combined, segregated,
modeled, analyzed and displayed, thus becoming useful information for managers.

Once largely limited to local and state government agencies and large utilities
responsible for land and physical asset management, the use of GIS and other
spatial information systems has become widespread. For example, GIS is being
used by utilities to acquire and retain high margin customers, to analyze
demographic attributes of potential customers and match the results with
facility capacity, and to identify where facility capacity needs to be expanded.
State and local governments use the technology for dispatching police and fire
resources, responding to catastrophic events, insuring parity in tax appraisals
and locating facilities in areas suitable for development.

The International Data Corporation estimates that the worldwide market for
spatial information management ("SIM") was estimated at $2.1 billion for 2004
and expected to grow by 10% annually through 2006 (Source: IDC Document 26841,
"Worldwide Spatial Information Management Forecast, 2002-2006" ).

Spatial and data management applications and services have become information
technology decision-making tools for utilities, local and state government
agencies, and land and resource management organizations. They are used in a
wide range of applications, including land management, mineral exploration, crop
management and forecasting, environmental remediation, military planning and
surveillance, infrastructure development and construction, and business market
analysis.

We believe the information services and technology markets are undergoing
significant structural changes with an increasing frequency of outsourcing of
many technological and operational functions. These changes create demand for
high quality technology advisory services, project design and management and
professional services. A recent study suggests that the heaviest near-term
growth in IT outsourcing may be set to occur at a more regional level--in state
and local governments.

A recent report by market research firm Input predicts that state and local
governments will increase their IT outsourcing spending by 17% annually over
five years, growing the sector from $10 billion in 2003 to more than $23 billion
in 2008. This growth rate far outpaces the commercial outsourcing sector, which
has been expanding at about 5% to 7%, and even the federal sector, which has
shown growth of as much as 10% (Source: Network World Outsourcing Newsletter,
10/29/03).

With the anticipated growth in the information services market, we have decided
to expand the services we offer to meet the growing information and systems
integration needs of the public and private sectors by leveraging our e-services
capabilities and specialization in spatial information systems for systems that
have an enterprise-wide focus that demands interoperability across systems and
data sources.

We believe that information technology, which includes both SIM and GIS,
continues to be a global market that is rapidly evolving and is becoming the
basis for a myriad of new applications and services to solve customer problems
and creating additional markets. The migration of GIS technology into the
mainstream is creating new opportunities for government agencies to streamline
their operations, while providing better access to services for constituents. At
the same time, broader use of GIS data by non-specialists is offering new
opportunities for companies to develop user-friendly, standardized GIS products
that respond to the growth of the marketplace. We are capitalizing on this
growing market.

                                       5


GIS has proven increasingly useful in government activities in recent years.
There appears to be a growing move toward intergovernmental cooperation,
especially since the events of September 11, 2001. Local, county and regional
agencies are more willing to share data for such activities as disaster
planning. We assert that mapping is the GUI (graphic user interface) of homeland
security. It allows users to visualize data in a manner that is familiar and
well understood, and thus provides an easy point of entry for organizing and
manipulating data into useful information. There is growing recognition that
spatial information is motivating local governments to remove barriers that
prevent wider adoption of GIS technologies. It is our position that GIS
technology is not as widely used as it might be and there is a growing trend to
enable access to GIS data repositories via the Internet. Local and state
governments are starting to think more like business. Increasingly,
municipalities are using GIS applications to make life easier for their
constituents. They want to provide answers for people who need answers, and they
are working to be user-friendly, more efficient, and more cost-effective. GIS
helps do that as a component of other systems. Since about 80 percent of local
government data is location based, it makes a great deal of sense to work with
GIS data.

According to Washington Technology Report of February 3, 2004, the U.S.
President's fiscal year 2005 federal budget earmarked a total of $40 billion for
homeland security, an increase of 10% over fiscal year 2004. Of that, $3.6
billion was set aside for major homeland security needs related to first
responders to emergencies. These organizations require the same thing, knowing
where the issue is located and how to get to it. Although access to the federal
funds depends upon planning that meets the federal criteria, some states are
reportedly starting to allocate homeland security funding from Washington and to
IT investments. As a result, state and local governments are reaching out to
companies like PlanGraphics in the private sector for assistance with security
solutions. Our experience developed in responding to the World Trade Center
attacks places us at the forefront. The National Conference of Mayors reported
recently that a number of cities have already begun spending on new security
measures ($3.5 billion) without waiting for federal funds.

We believe that our long-standing reputation and technical qualifications will
enable us to take advantage of these growth markets. In particular, our domain
expertise in the state and local markets will enable us to play a critical role
in the convergence of Federal and state and local agencies for IT projects as a
result of homeland security and critical infrastructure protection requirements.
We believe there is a move toward increased intergovernmental cooperation where
we can play an important role in bridging the knowledge gap between state and
local and Federal contractors.

Service Areas We Focus On

Our core competencies in IT services, SIM and GIS consulting, cover all stages
of the project development life-cycle, and can be summarized as follows:

     |X|  Enterprise spatial systems integration, including systems design
          through testing and operation as well as the migration of legacy
          systems to new systems;
     |X|  Spatial database management and integration;
     |X|  Information Systems that support Emergency Management and Public
          Safety including assessment, planning, response, and recovery;
     |X|  Non-Emergency Information Management Systems supporting decision
          making and constituent/customer relations;
     |X|  Spatial application development, including web deployment for the
          internet, intranet, and extra-net applications
     |X|  Asset management systems for physical, infrastructure and real
          property information, and
     |X|  Document and work management systems


Overview of Operations

At the core of our solutions and applications are three inter-related
capabilities and technologies. The foundation of PGI-MD, for over 25 years, is
and continues to be its expertise in SIM, GIS and consulting. We expanded our
range and scope of services as GIS and IT became more integrated, which has led
to our expansion and focus on broader IT Services. We have developed, acquired,
and/or partnered to gain access to proprietary integration tools that enhance
our GIS and IT Services. Combined with our proprietary Methodology and Document
Management Improvements ("MDMI") methodologies, these services and technologies
enable us to offer our customers a comprehensive set of solutions.

                                       6


|X|  IT Services. We provide a full range of system and data integration
     services from needs assessment to operation and maintenance of IT
     solutions, particularly those that leverage spatial information assets. Our
     full life-cycle services include:

     o   Strategic planning                  o   Database design and development
     o   Needs assessment                    o   Applications development and
     o   Requirements analysis                   customization
     o   System design                       o   Data conversion management and
     o   Implementation planning                 QA/QC
     o   Management consulting               o   Training
     o   Project/program management          o   On-site staffing/outsourcing
     o   Integration/Interface design
         and execution

|X|  Geographic Information Systems ("GIS") Consulting Services. The
     development, implementation, and integration of GIS services have been at
     the core of our primary focus for more than twenty years. From initial
     consultation on strategy, through the system implementation and
     integration, we offer a full spectrum of GIS consulting and implementation
     services to help its clients plan and implement GIS. Our consulting
     services include the following:

     o   Concept                           o   Development
         -   Strategy and Reengineering        -   System procurement and
                                                   installation
     o   Planning                              -   Data acquisition
         -   Requirements analyses             -   Data quality control/quality
         -   Feasibility studies                   assurance
         -   Applications definition           -   Application design and
         -   Implementation planning               development
                                               -   Web enabling/interfaces
                                               -   Training
     o   Design                            o   Operation and Support
         -   Hardware specifications           -   System administration
         -   Software specifications           -   Database administration and
         -   Data specifications                   maintenance
                                               -   System upgrades and expansion

|X|  Enterprise Integration Tools. We utilize a wide span of third party "best
     of breed" technologies to accomplish unique approaches to spatial data
     integration. In addition, in 2003 we acquired the XMarc enterprise spatial
     integration tool kit from a Swiss based investment company, HPI LLC., for
     use in conjunction with third party GIS and database software which makes
     multi-platform spatial data more accessible (referred herein as the Xmarc
     products). We have also developed a number of strategic business
     partnerships with product and service suppliers which facilitate rapid
     deployment of technologies and resources on behest of our customers.

In 2003, we acquired the intellectual property and associated assets of XMarc's
spatial integration tools. We are using and further developing the technology as
an integration tool set for a wide range of e-government and e-commerce
solutions that are multi-platform and need access to large and distributed data
sets. We make the integration tool kit available to our clients and to third
party distributors and value added resellers worldwide. We support existing
XMarc contracts and work in progress in North America, Europe and XMarc
distributors in Asia-Pacific.

                                        7


Functional Capabilities and Solutions

We leverage our core capabilities and technologies to deliver solutions in four
functional areas: Emergency Management, Non-emergency Information Management,
Asset Management, and Enterprise Data Dissemination solutions.

Emergency Management Solutions

We provide broader strategic and tactical support to emergency planning and
response organizations at the local and state level, as well as designing and
implementing GIS databases to support E911 applications. Our GIS applications,
such as STEPS (Spatial Templates for Emergency Preparedness Solutions), are
often used to support emergency services (police and fire) in the planning and
response to natural and man-induced disasters. Since 9/11, the benefit of
integrated GIS technology in supporting emergency services and public safety
organizations has become more valuable than ever. PlanGraphics' GIS applications
are used in the following areas of emergency management:

o   Emergency planning and risk assessment    o   Impact analysis
o   Emergency operations support              o   Disaster response and citizen
o   Emergency dispatch                            support
o   Tactical/field operations support         o   Damage assessment and recovery


Non-Emergency Information Management Applications

We provide a diverse set of Non-Emergency Information Management applications,
ranging from Web-enabled constituent support applications (sometimes grouped
under the term "e-government") to decision support tools and methods for
environmental compliance.

o    Constituent Support Applications. These applications, which typically
     involve dedicated Web sites, give citizens access to a wide variety of
     information about government services, facilities, and infrastructure.
     Emerging systems in this functional area, with which PlanGraphics has
     expertise, include:

     -    "311" information systems, which provide a conduit for citizens to
          request and/or obtain information about non-emergency government
          services - anything from inquiries about office hours to bus schedules
          to reporting non-emergency police matters.

     -    Public information systems, such as the "My Neighborhood Statistics"
          application, which was unveiled in NYC in September 2002, and
          supported over 400,000 inquiries in the first 24 hours.

Asset Management

We provide applications that address the property records and management of
tangible property and infrastructure, such as sewers, water, roads, signs,
traffic signals, and land. Our expertise also includes compliance with the
relatively new requirements of GASB 34. These applications provide the core
functionalities for asset inventory, as well as other functional components that
support this core.

o   Inventory                               o   Infrastructure inspection
o   Title/ownership                         o   Work scheduling and work order
o   Legal framework                             management
o   Property surveys and records            o   Document and records management
o   Monitoring


We have implemented and integrated off-the-shelf asset management and work
management software packages from companies such as RJN, Hansen, and Synergen.
We also have extensive experience in working with other "core technologies" and
in integrating commercial software packages and databases, such as:

                                       8


o    Relational database management systems ("RDBMS") with a particular focus on
     Oracle, DB2, and SQL Server
o    GIS, including Oracle Spatial and GIS software from ESRI, Intergraph,
     MapInfo, and AutoDesk
o    Computer-aided drafting and design ("CADD") focusing on standards for
     import and export of engineering documents

For real property information systems, we have worked extensively with
computer-aided mass appraisal and other land management applications that are
often integrated with GIS, including development and review, valuation data,
permitting, and code compliance.

In the area of facilities and infrastructure, our expertise encompasses
engineering document management systems with design and development work using
software from multiple document management vendors as well as system modeling
and analysis software use and integration, including KYPIPE, SMS, and others.

Enterprise Information Dissemination

The convergence of GIS systems and broader information technology applications,
particularly data warehousing and Web-based technologies, has significantly
expanded the types of users and organizations seeking access to spatial and
geographic information. The key to effective applications in this new
environment is the ability for users across an enterprise to more effectively
locate and use data that resides in diverse data sets and different formats. We
recognized the growing demand for the integration of GIS and other disparate
data sources, and quickly responded by developing technical capabilities in this
emerging area.

Characteristics of our applications in this area include:

     o    An "open system" approach -- independent of specific platforms,
          operating systems, or applications;
     o    Expansive access to both spatial and non-spatial data sets --
          integrating data elements of different types, from different sources
          and locations;
     o    Multiple users' ability to access data simultaneously;
     o    Accessibility through various media, e.g., LAN, Internet, intranet,
          wireless; and
     o    Scalability.

Our Sales and Marketing Approach

We conduct our business development using a principal selling model. In doing
so, we draw on PGI-MD's president and on practice managers who manage business
units and have sales responsibility. Each of the practice managers is supported
by a number of executive consultants who have both business development and
executive level service delivery responsibilities. We also develop business and
follow-on assignments through our project managers. In addition, we maintain
business relationships with suppliers of software, data and professional
services, including among others, Oracle, ESRI, Xmarc, Hansen Software and ICTS.

Our customer service philosophy is to fully understand our customers' needs so
that we are able to deliver a high level of value-added services and after-sales
support. We believe that highly differentiated customer service and technical
support is a key competitive asset. Because both GIS and the Internet are
evolving and complex, customers require significant technical support.
Consequently, we have developed proprietary methodologies that assure
consistency in performance and attain maximum customer satisfaction through
attention to customer communication and technical expertise.

We continually monitor our customer service strategy through customer
satisfaction surveys, frequent contact with the executive consultants and
oversight by practice managers and our senior management.

Business Objectives and Milestones

We intend to grow our presence in the information services industry by building
on our reputation and specialty skills, and to achieve growth through proper
capitalization at rates that are equal to or in excess of industry growth rates.

                                       9


Competition in our Markets

The SIM and technology market includes GIS and is divided into two broad
categories: the government sector, which includes agencies at all levels and is
presently the larger of the two categories; and the commercial sector.

The markets in which we operate are highly competitive and can be significantly
influenced by marketing and pricing decisions of competitors that have
substantially greater resources. Competitors include small regional firms,
independent firms, large information services companies with SIM and GIS
services divisions, customer in-house operations and international low-cost
providers of GIS services. We believe that competition will intensify in the
future. Our ability to compete successfully depends on a number of factors
including:

o    Market presence and geographic coverage;

o    Our recent successes servicing a broad range of clients that include
     planning and design to full systems implementation providing new and
     improved ways of operating and delivering the clients' services by applying
     our experience in spatially enabled data warehouses and e-government
     solutions.

o    Reputation for reliability, service and effective customer support;

o    Emphasis on tangible business results for our clients that include returns
     on their investments, service improvements, effectiveness and early
     success.

o    Breadth and depth of expertise, independence, and sensitivity to the
     client's requirement for responsiveness and timeliness; and

o    Ability to react to changes in the market and industry and economic trends.

We believe that we compete effectively on the basis of breadth and depth of
expertise, independence, and sensitivity to the client's requirement for
responsiveness and timeliness. We have managed more than 1,290 projects across a
wide range of state and local, Federal, and international customers.
Approximately 85% of our revenue this fiscal year was generated through the
public sector, which is comprised of state and local government and public
utilities customers. Another 4% of our revenue is generated through
international customers, with the majority coming from World Bank-sponsored
projects in The People's Republic of China. Our Federal Sector practice is still
in its developmental stages, with almost 8% of our revenue base being generated
through Federal clients, primarily NIMA and HUD.

Our largest client is New York City ("NYC"), with whom we have enjoyed a nine
year relationship. During FY 2003, NYC Department of Information Technology and
Telecommuncations (DoITT) and other NYC agencies accounted for approximately 44%
of our revenue. With more than $12 million in funded and unfunded NYC backlog
and assignmentsin approximately a dozen NYC agencies, we expect to continue our
long-standing relationship with this important customer.

Proprietary Rights

We rely on general copyright, trademark and trade secret laws to protect our
methodologies, prior work and technology. We have registered our names and
trademarks in the United States and Canada. We have developed and maintain a
proprietary methodology for conducting business. This methodology and certain
marketing, customer and prospect data are maintained and handled as trade
secrets and are protected by policy and employment agreements. It is also our
policy to require employees, consultants and, when possible, suppliers, to
execute confidentiality agreements upon the commencement of their relationships
with us.

We have obtained exclusive rights to certain intellectual property and spatial
integration software previously owned by a Swiss based investment company, HPI
LLC., (referred herein as the XMarc products). We will also diligently protect
these proprietary rights as above.

                                       10


Employees

As of December 31, 2003 we employed 61 full-time employees and 2 part-time
employees. Four of our employees are in executive management and three have
practice management responsibilities. An additional eight employees are
executive consultants. We employ three individuals dedicated to sales and
marketing. 28 employees serve in varying capacities as consultants and system
developers and 18 others are partially billable to clients. Approximately 20% of
our work is subcontracted out to business partners or independent consultants.

Our Executive Management Team members, who are responsible for overseeing and
guiding corporate management and strategy, have an average of 23 years of
industry experience and more than 11 years of tenure with PlanGraphics. In
addition, our Sector Vice Presidents, who are responsible for directly managing
client relationships, average five years with us.

None of our employees are represented by a labor union. We have experienced no
work stoppages and believe that our employee relations are good.

International Operations

We have historically conducted business in the international arena. We have
repeatedly demonstrated our ability to manage projects and deliver solutions in
a wide range of international settings in Europe, the Mid-East and Asia.
Further, we have an established reputation for successful execution of World
Bank-funded projects, particularly in China.

In FY 2003 our international assignments increased and were primarily in The
People's Republic of China where we see increased emphasis on the use of
information technology to promote economic development and infrastructure
programs. Spending on China's growing e-government market is estimated in recent
articles at $6 billion to $30 billion per annum (Source: China Daily February
12, 2003; and Guang Ji Newsletter, September 2003). We limit our exposure to
changes in the international economic climate by denominating our contracts in
United States currency, by concentrating on overseas projects funded by the
World Bank and by forming business alliances knowledgeable of the business
culture in the country.

In April 2003, we acquired the intellectual property and associated assets of
XMarc's spatial integration tools. We are using the technology as an integration
tool set for a wide range of e-government and e-commerce solutions that are
multi-platform and need access to large and distributed data sets. We make the
integration tool kit available to our clients and through distributors and value
added resellers in the US, Europe and Asia-Pacific.

Compliance with Environmental Laws

We have incurred only de minimis costs in complying with environmental laws.

Research and Development Costs

During FY 2003 we recorded de minimis expenses on our own research. Research
costs and those development costs incurred prior to technological feasibility
and commercial viability being established are expensed as incurred.

Software and related development costs incurred after the establishment of
technological feasibility and commercial viability are capitalized as software
development costs until the product is ready for general release to customers.
Amortization is provided over the estimated economic life of the product,
generally not to exceed three years. Amortization commences when the product is
available for general release to customers. We capitalized development costs of
approximately $300,000 in 2003 related to our Xmarc Version 6 and to our STEPS
products for emergency response and public safety.

                                       11


                                  RISK FACTORS

In addition to other information contained in the report, you should consider
the following risk factors carefully. These risks may impair our operating
results and business prospects as well as the market price of our stock.

Ability to continue as a going concern. For the fiscal year ended September 30,
2003 and 2002, we had a net loss of $2,834,190 and $393,120, respectively. For
the same periods, we had negative cash flows from operations of $179,380 and
$1,920,245, respectively. As of September 30, 2003, our accumulated deficit was
$18,831,574. We have had recurring net losses back to 1997. Our ability to
continue as a going concern is dependent upon our ability to generate profitable
operations in the future and/or to obtain the necessary financing to meet our
obligations and pay our liabilities from normal business operations when they
come due. While we replaced our expired line of credit with Branch Banking &
Trust, Co. ("BB&T") on January 7, 2005 when we entered into a 12-month financing
arrangement with K Capital Partners, Inc. ("KCap") who subsequently transferred
the arrangement to Rockland Credit Finance LLC ("Rockland"), these circumstances
raise doubt about our ability to continue as a going concern.

We may require additional funds through equity, debt, or other external
financing in order to fund and operate our business. Any additional equity
financing could dilute the equity interests of existing security holders. If
adequate funds are not available or are not available on acceptable terms, our
ability to operate our business and fund our operations could be materially and
adversely affected.

Various factors may affect our operating results and cause our quarterly results
to fluctuate. Our financial results may fluctuate significantly because of
several factors, many of which are beyond our control. These factors include:

o    adverse impacts on state and local government revenue collections;

o    costs associated with gaining and retaining customers and capital
     expenditures for upgrading our internal systems and infrastructure;

o    timing and market acceptance of new and upgraded information services
     introductions, technologies, and services by us and our competitors;

o    loss of customers, in particular the City of New York;

o    seasonal fluctuations in demand for our services;

o    downward pressure on prices due to increased competition;

o    changes in our operating expenses, including compensation and subcontractor
     costs; and

o    fluctuations caused by these and other factors could cause our business to
     suffer.

Our accounts receivable have taken an extended time to collect, which strains
our available cash for operations. A number of our clients in the state and
local governmental arena, including the City of New York, our largest client,
have experienced budgetary problems in recent years, which have, in turn,
affected their ability to timely pay amounts owed to us. An extended amount of
time required to collect accounts receivable from these clients has adversely
impacted our ability to pay our liabilities as they become due. Our ability to
maintain adequate financing for our current level of operations and to fund
future growth is dependent upon our ability to renew or replace existing credit
arrangements and to generate sufficient cash flow from operations to meet our
payment obligations. Further, because we finance our accounts receivable with an
asset based line of credit and may need to find an alternate source, we may
incur significant interest charges that adversely affect our profitability.

If we are unable to raise funds to finance our business plan, we may not be able
to pursue growth opportunities. We intend to expand through increased operations
or make other capital investments as dictated by customer demand and strategic
considerations. To accomplish our business plan we need to spend significant
amounts of cash to:

                                       12


o    fund growth and increased expenses;

o    take advantage of unanticipated opportunities, such as major strategic
     alliances or other special marketing opportunities, acquisitions of
     complementary businesses or assets; and

o    respond to unanticipated developments or competitive pressures.

Our revenues historically are concentrated in a limited number of customers. We
have had some concentration of revenues and associated accounts receivable
balances in certain customers. The City of New York's Department of Information
Technology and Telecommunications (NYDOITT) represented 37% of revenues for the
year ended September 30, 2003. NYDOITT and the Rhode Island Department of
Transportation accounted for 24% and 10% of revenues for the year ended
September 30, 2002. NYDOITT accounted for 45% and 37% of accounts receivable at
September 30, 2003 and 2002, respectively and a separate customer, the Kentucky
Department of Transportation, accounted for 17% of the accounts receivable
balance at September 30, 2002. Of the billed accounts receivable balance at
September 30, 2003, $792,742 from NYDOITT was in excess of 120 days old. In
addition, approximately $2,250 due from NYDOITT is included in unbilled work in
progress. On November 10, 2003, we received $1,060,000 from NYDOITT in payment
of 62% of their outstanding balance at September 30, 2003. On February 19, 2004
we received $727,000 from NYDOITT. Management believes all amounts due to the
Company by NYDOITT will be paid in full. The volume of work that we perform for
a specific client is likely to vary from period to period, and a significant
client in one period may not use our services at the same level or at all in a
subsequent period. The loss of a key customer could have an adverse impact on
revenues.

A significant portion of our revenues is dependent upon state and local
government budgets. Approximately 98% of our revenue is received from
governmental entities. Recent reports indicate declines in state and local
government tax revenue receipts by approximately six percent. Lower receipts may
result in reductions to programs we service that could adversely impact our
sales and revenue generation. On the other hand, market research firm Input
indicates that state and local governments are expanding their IT spending on
new systems and outsourcing by 17% annually to cope with constrained budgets by
saving on IT operations and to offset departing skilled IT employees.

Our future success depends in significant part on the continued service of
certain technical and management personnel and our ability to attract and retain
key technical, sales, marketing, information systems, financial and executive
personnel. Key employees of PGRA include Gary S. Murray, Chairman of the Board
of Directors, and John C. Antenucci, Chief Executive Officer. PGRA entered into
an employment agreement with Mr. Antenucci on May 1, 2002 that expires in May
2005. The agreement contains a non-compete provision that restricts Mr.
Antenucci from, for one year following his termination date unless otherwise
approved by us, performing work that is in backlog for PlanGraphics or that
PlanGraphics is pursuing. Competition for personnel is intense, and there can be
no assurance that PGRA can retain its key personnel or that it can attract,
assimilate or retain other highly qualified personnel in the future. Although
PlanGraphics makes non-compete and non-disclosure agreements a part of
employment commitments for all professionals, the loss of key personnel,
especially without advance notice, or the inability to hire or retain qualified
personnel, could have a material adverse effect on our business, financial
condition and results of operation.

The United States penny stock rules may make it more difficult for investors to
sell their shares. Shares of our common stock are subject to rules adopted by
the Securities and Exchange Commission regulating broker-dealer practices in
connection with transactions in "penny stocks." These rules require that prior
to effecting any transaction in a penny stock, a broker or dealer must give the
customer a risk disclosure document that describes various risks associated with
an investment in penny stocks, as well as various costs and fees associated with
such an investment. It is possible that some brokers may be unwilling to engage
in transactions involving shares of the Company's common stock because of these
added disclosure requirements, which would make it more difficult for a
purchaser to sell his shares.

If we fail to keep pace with technological change and evolving industry
standards, we may lose customers. The GIS and IT markets are characterized by
rapidly changing technology, evolving industry standards, changes in customer
needs, and frequent new service and product introductions. Our future success
depends, in part, on our ability to:

                                       13


o    use leading technologies to develop our technical expertise;

o    enhance our existing services; and

o    develop new services that meet changing customer needs on a timely and
     cost-effective basis.

In particular, we must provide customers with the appropriate products,
services, and guidance to best take advantage of the rapidly evolving
web-enabled services sector. Our failure to respond in a timely and effective
manner to new and evolving technologies could have a negative impact on our
business. Our ability to compete will also depend upon the continued
compatibility of our services with products offered by various vendors. Our
competitors may develop services and technologies that will render our services
or technology noncompetitive or obsolete.

Future investments or acquisitions could disrupt our ongoing business, distract
our management and employees, increase our expenses and adversely affect our
business. A portion of our future growth may be accomplished by acquiring
existing products, technologies or businesses. If we identify an appropriate
acquisition candidate, we may not be able to negotiate the terms of the
acquisition successfully, finance the acquisition, or integrate the acquired
business, products or technologies into our existing business and operations.
Further, completing a potential acquisition and integrating an acquired business
may cause significant diversions of management time and resources.

If we fail to integrate resources acquired through mergers or acquisitions, we
may lose customers and our liquidity, capital resources and profitability maybe
adversely affected. As part of our long-term business strategy, we continually
evaluate strategic acquisitions of businesses and customer accounts.
Acquisitions and mergers often involve a number of special risks, including the
following:

o    we may not be able to successfully incorporate acquired technology and
     rights into our service offerings and maintain uniform standards, controls,
     procedures, and policies;

o    the acquisition may disrupt our ongoing business;

o    we may experience difficulty integrating acquired operations and personnel;

o    we may be unable to retain acquired customers;

o    the businesses we acquire may fail to achieve the revenues and earnings we
     anticipated;

o    we may ultimately be liable for contingent and other liabilities, not
     previously disclosed to us, of the companies that we acquire; and

o    our resources may be diverted in asserting and defending our legal rights.

Any of these factors could have a material adverse effect on our business.

Our clients' ability to terminate their contracts on short notice makes it
difficult to accurately predict our revenues. Our clients retain us on a
project-by-project basis. Because large engagements often involve multiple
tasks, there is a risk that a client may choose to terminate or delay a project
or a contract with appropriate notice and some of the contracted tasks may not
be completed with concomitant reductions in anticipated revenue. Such
cancellations or delays could result from factors unrelated to our work product
or the progress of the project. Substantially all of our contracts with our
clients are terminable by our clients for convenience and upon short notice,
generally 30 days. We cannot, however, reduce our costs as quickly or as easily
as our clients can cancel their contracts with us. If a client were to terminate
its contract with us, our revenues would decline and our gross margin in the
quarter of cancellation would be reduced.

                                       14


Item 2 - DESCRIPTION OF PROPERTY

Our corporate executive offices are located in Frankfort, Kentucky with an
administrative office in Parker, Colorado. We lease commercial property in the
following locations:

                                                                     Number of
      Location            Property Leased       Approximate Size     Employees
      --------            ---------------       ----------------     ---------

Frankfort, Kentucky       land and a building   20,500 square feet       30

Parker, Colorado          office space          350 square feet           1

Silver Spring, Maryland   office space          3,854 square feet        20

The length of our leases varies from one to fifteen years. We believe that such
properties are adequate to meet our current needs. Were any of the existing
leases terminated, we believe that there are affordable alternate facilities
available and such action would not have a material adverse effect on our
business. (See also Contractual Obligations and Commercial Commitments in
Management's Discussion and Analysis in Item 6, below, and Note H to the
Financial Statements.)

Item 3 - LEGAL PROCEEDINGS

Presently we are not engaged in litigation. We may, however, be engaged in
various litigation matters from time to time in the ordinary course of business.
In the opinion of management, the outcome of any such litigation, should any
exist, will not materially affect our financial position or results of
operations.

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to a vote of security holders during the fourth
fiscal quarter or subsequent to the end of the fiscal year.

                                     PART II

Item 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

Our common stock began trading in the "pinksheets" on February 19, 2004.
Previously it traded on Nasdaq's Over-The-Counter Bulletin Board system. On May
6, 2002, as a result of our name change, we began trading under the symbol,
PGRA; previously our trading symbol was ISSS. The following quotations reflect
inter-dealer prices without retail markup, markdown, or commission, and may not
necessarily represent actual transactions. The quarterly ranges of high and low
sales prices per share for the past two fiscal years have been as follows:

                                                        Sales Price
                                                  ----------------------
     Quarters Ended                               High               Low
     --------------                               ----               ---

     December 31, 2001                            $.07              $ .02
     March 31, 2002                                .14                .04
     June 30, 2002                                 .10                .03
     September 30, 2002                            .04                .02
     December 31, 2002                             .07                .02
     March 31, 2002                                .07                .03
     June 30, 2003                                 .05                .03
     September 30, 2003                            .05                .03

                                       15


On February 28, 2005, the last reported sales price of our common stock was
$0.025.

Based on information supplied by certain record holders of our common stock, we
estimate that as of February 28, there were approximately 3,530 beneficial
owners of our common stock, of which approximately 2,170 are registered
shareholders.

We have never declared or paid any dividends on our common stock. Because we
currently intend to retain future earnings to finance growth, we do not
anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities.

In addition to any security sales previously reported in our quarterly reports
on Form 10-QSB for the quarters ended December 31, 2002, March 31, 2003 and June
30, 2003, we have issued the following securities that were not registered under
the Securities Act of 1933, as amended (the "Securities Act").

On May 1, 2002, we entered into an Employment Agreement with John C. Antenucci
in connection with his employment as our President and Chief Executive Officer.
On May 1, 2003, the anniversary date of his employment agreement, we issued
options to purchase 972,214 shares of common stock in accordance with the terms
of Mr. Antenucci's employment agreement. The options were immediately vested and
are valid for five years from the date of issue. We relied on Section 4(2) of
the Securities Act.

Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion of our financial condition and results
of operations in conjunction with the consolidated financial statements and
notes to those statements included elsewhere in this report. This discussion may
contain forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, such as those set
forth under "Risk Factors" and elsewhere in this report.

                     Executive Summary of PlanGraphics, Inc.



PlanGraphics is a full life-cycle systems integration and implementation firm,
providing a broad range of services in the design and implementation of
information technology related to spatial information management in the public
and commercial sectors. Approximately 98% of our customers are primarily
federal, state and local governments, and utilities; and the remainder are
commercial enterprises. Our customers are located in United States and foreign
markets requiring locational or "spatial" information.

o    GOING CONCERN CONSIDERATION. Investors in PlanGraphics should take into
     account that we have a working capital deficit of $424,587 and an
     accumulated deficit of $18, 831,574 at September 30, 2003, and recurring
     net losses in FYs 2003 back to 1997. Future viability of PlanGraphics is
     dependent upon our ability to achieve profitability in future operations.
     These circumstances raise doubt about PlanGraphics' ability to continue as
     a going concern.

o    During the fiscal year 2003 the foremost challenge faced by management was
     coping with constrained cash flows caused by certain major customers who
     significantly delayed payment of invoices. Management worked closely with
     its creditors to manage payments and has borrowed funds from officers and
     employees to meet temporary working capital shortages. We have also worked
     with our largest customer attempting to streamline the payment process. On
     October 3, 2004 our line of credit matured and we entered into forbearance
     agreements with our bank to continue to use the line of credit until
     January 10, 2005. On January 7, 2005, we entered into a new financing
     arrangement to replace the line of credit with BB&T. See also Liquidity in
     Item 6.

                                       16


o    About our business:

     o    We earn our revenues on contracts that are awarded as much as two to
          three years after we begin the initial sales process with a customer.
          In many instances we first provide consulting services to determine an
          appropriate solution to a need and then we subsequently receive a
          larger contract.

     o    Our consulting and systems integration and implementation capabilities
          include business and web-enabled solutions exploiting the advanced
          technologies of spatial information management systems (otherwise
          known as geographic information systems), data warehousing, electronic
          document management systems and internal and external networks.
          Business of the Issuer in Item 1b outlines our services in more
          detail.

     o    We operate domestically in the U.S., primarily in the eastern half,
          and abroad. We see growing market opportunities related to emergency
          preparedness and homeland security in the U.S. and to urban and
          environmental planning in China where we have provided services since
          1997.

o    We believe the critical factors for the future success of PlanGraphics are:

     o    Securing funding arrangements to support operations;

     o    Achieving positive cash flows from operations by controlling costs;

     o    Increasing revenue to surpass the $8 million range where we have held
          for the past several years; and

     o    Attaining net income.

o    Economic and industry-wide factors affecting PlanGraphics are;

     o    The negative impact of "9/11" on the general U.S. economy and on state
          and local government tax collections reduced spending on IT during
          2002 and 2003 in markets in which we operate. At the same time, it has
          created opportunities for us related to providing emergency
          preparedness management systems.

     o    The worldwide spatial information management market was estimated at
          $2.1billion in 2004 and expected to grow 10% annually through 2008
          according to International Data Corporation.

     o    The U.S. President's fiscal year 2005 federal budget provides for $40
          billion for homeland security, an increase of 10% over fiscal year
          2004, with $3.6 billion for major needs related to emergency first
          responders.

     o    State and local governments are expected to increase their IT
          outsourcing spending by 17% annually over the next five years, growing
          the sector from $10 billion in 2003 to more than $23 billion in 2008,
          and outpacing the commercial outsourcing sector, which has been
          expanding at about 5% to 7% according to Network World Outsourcing
          Newsletter, October 29, 2003.

     o    The increased resources and costs required for compliance with new SEC
          rules and heightened internal control processes in a post
          Sarbanes-Oxley regulatory environment.

                          Subsequent Events (Unaudited)

On October 28, 2003, we obtained a 90-day $150,000 addition to our asset-based
line of credit with Branch Banking & Trust Co. ("BB&T"). The additional funding
was made available by a compensating balance deposit by a related party, Human
Vision LLC, which is controlled by one of our directors. On February 19, 2004 we
paid the temporary addition to the line of credit in full and, in turn, BB&T
released the compensating balance funds to Human Vision LLC.

                                       17


In October, 2003 we arranged for a business valuation firm to test for goodwill
impairment. The consultant in the matter completed the valuation report on
February 5, 2004. Subsequently we retained a second firm to independently test
for goodwill impairment as of October 1, 2003 (our annual testing date) and to
determine the amount of impairment. That report, dated March 24, 2004 (but
finalized in March 2005), indicated impairment of our goodwill and as a result,
we recorded impairment charges of $2,087,844 and reduced the amount of goodwill
accordingly.

On November 10, 2003, we collected $1,060,000 in payment of long outstanding
accounts from one of our municipal customers. This represented approximately 62%
of their balance owed to us at September 30, 2003. On February 19, 2004 we
collected approximately $727,000 from the same customer.

In January 2004, along with HPI Holding SA and Glendower Capital Opportunity
Partners II, we chose to reconsider the structure of the vehicle to be used in
Europe for the sale of Xmarc products and the support of new and existing
clients and exited the XSL agreement. In the interim, PlanGraphics continued to
provide this customer support through a contract with Xmarc Ltd, a pre-existing
distributor for XMarc in Europe.

During the first quarter of calendar year 2004 the Company determined, in light
of the termination of the XSL agreement, that it was more efficient and
economical to simply acquire Xmarc Ltd, the already existing distributor for
Xmarc in Europe. Accordingly, on April 30, 2004, we purchased the already
existing distributor, Xmarc Ltd, in a separate transaction with an effective
date of March 31, 2004.

Our existing line of credit expired on October 3, 2004, and we entered into
forbearance agreements with our lender, Branch Banking & Trust, Co., to allow us
time until January 10, 2005 to locate a replacement credit facility. On January
7, 2005 we entered into a 12-month financing arrangement with K Capital
Partners, Inc. ("KCap") under which KCap will purchase up to $1.5 million of
accounts receivable at varying levels of discount depending on the age of the
receivables at the time of collection. On February 17, 2005, KCap transferred
the arrangement to Rockland Credit Finance LLC and we entered into a new
financing agreement with substantially the same terms.

On October 18, 2004 we entered into a nonbinding letter of intent with IceWEB,
Inc. ("ICEW"), a provider of Web content management systems and tools located in
Herndon, Virginia, under which we would merge with ICEW. Under the terms of the
nonbinding letter of intent, PGRA shareholders are to receive ICEW common stock
in exchange for PGRA common stock.

                               Financial Condition

The following discussion of liquidity and capital resources addresses our
combined requirements and sources as of September 30, 2003 and should be read in
conjunction with our Consolidated Financial Statements and the accompanying
notes beginning on page F-1 of this Form 10-KSB.

                                  Going Concern

The Consolidated Financial Statements accompanying this report have been
prepared in conformity with generally accepted accounting principles which
contemplate continuation of the company as a going concern (see also, Note B to
the Consolidated Financial Statements). Readers should take into account that
PlanGraphics has an accumulated deficit of $18,831,574 at September 30, 2003, a
net working capital deficit of $424,587 at September 30, 2003 and net losses in
FYs 2003 back to 1997. Although we have secured a new financing arrangement to
replace our former line of credit with BB&T(see Liquidity, below), future
viability of PlanGraphics is also dependent upon our ability to achieve
profitability in future operations. These circumstances raise doubt about
PlanGraphics' ability to continue as a going concern. The accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or amounts and classification of
liabilities that might be necessary should PlanGraphics be unable to continue as
a going concern.

                                       18



Liquidity

During the past year we experienced significant operating losses and also cash
flow delays caused by several major customers that have been slow to pay
invoices. This has, from time to time, adversely affected our ability to timely
meet payroll and other payment obligations. On occasion, payroll disbursements
were delayed and, accordingly, related FITW and FICA computations and payments
were late. As a result, we could be subject to certain regulatory or statutory
penalties.

As noted below, our asset based line of credit for $750,000 matured on December
15, 2003. It was extended several times by BB&T and expired on October 3, 2004.
Subsequently we entered into two forbearance agreements through January 10,
2005. On January 7, 2005 we entered into a 12-month financing arrangement with K
Capital Partners, Inc. ("KCap") under which KCap will purchase up to $1.5
million of accounts receivable invoices for which it will initially pay us 80%
of the face value. Upon collection of the invoices KCap will remit the remaining
20% of the invoice less varying levels of discount dependent upon the age of the
receivables at the time of collection. KCap transferred the financing agreement
to one of its investors, Rockland, on February 17, 2005.

Operations in recent years have been financed by the following sources:

     o    equity proceeds through public offerings and private placements of our
          securities;
     o    revenue generated from operations;
     o    loans and lines of credit, and
     o    loans from principal shareholders and employees.

We have taken actions to leverage our technical capabilities and reputation to
increase revenue and related cash flows as well as to reduce costs and expenses
to the maximum extent possible. In addition, the major customer has indicated
that it has modified its processing procedures to avoid the payment delays
encountered to date. We are also aware that funding from federal programs has
recently begun to flow to state governments who will distribute it to local
governments.

Cash Flow

As of September 30, 2003 we had a net working capital deficit of $424,587 as
compared to positive net working capital of $427,735 at September 30, 2002. The
ratio of current assets to current liabilities decreased to .90 from 1.14 for
the prior year. The decrease in working capital of $852,322 resulted primarily
from the ramp up for new work for which notice to proceed authorizations had not
been received as well as excess overhead expenses in the first half of the
fiscal year (since reduced) and is reflected by increases in our current
liabilities of $1,326,360 caused by increases of $617,285 in accrued payroll
costs and vacations, $257,878 in accrued expense, and $104,410 in deferred
revenue. The increase in accrued payroll costs and vacations was the result of
delayed payrolls as of September 30, 2003, awaiting funds for disbursement.

Offsetting the increase in current liabilities was an increase in current assets
of $474,038 primarily from a $572,292 increase in accounts receivable partially
offset by decreases in cash and prepaid expenses. Accounts receivable grew as a
result of delays in payment of invoices by several major customers, driving the
number days of revenue outstanding in the accounts receivable balance upward
from 143 days at September 30, 2002 to 174 at September 30, 2003. We believe we
are experiencing longer payment cycles as a result of cash flow and payment
processing issues with certain governmental customers rather than collectibility
issues.

In the fiscal year ended September 30, 2003, operations used net cash of
$179,680, a decrease of $1,740,565 when compared to net cash use of $1,920,245
in the year ended September 30, 2002. The major decrease in cash use was the
result of the $353,226 increase our net loss after deducting the non-cash
impairment expense of $1,837,844 for an adjusted net loss of $746,346, over the
prior year, an aggregate increase of $1,103,482 in accounts payable and accrued
expenses rather than the aggregate decrease of $933,331 last year (for a net
change of $2 million), an additional increase in accounts receivable of
$589,575, the development of software for future use in the amount of $398,696
and a decrease in changes to deferred revenue of $164,844 down to $104,410 for
the current year.

As noted above, our number of days of revenue outstanding increased to 174 days
from 143 days last year. We believe that our receivables are collectible, net of
doubtful accounts, and that the allowance for doubtful accounts is adequate. On

                                       19


November 10, 2003 we received a significant payment of $1,060,000 representing
62% of accounts receivable for that major customer at September 30, 2003. Had we
received this payment as expected on or before September 30, 2003, our days of
revenue outstanding would have been reduced to 125 days, an improvement over the
prior year. On February 19, 2004, we received an additional payment of $727,000
from the customer. However, we may encounter further periodic operating cash
flow constraints in the near term as we develop and grow our business. We do not
have any off-balance sheet financing arrangements.

In the fiscal year ended September 30, 2003, net cash used in investing
activities was $39,063 as compared to $139,106 of net cash used in investing
activities in the year ended September 30, 2002. A decrease in technology and
equipment purchases accounted for the change.

Financing activities provided net cash of $186,153 in the year ended September
30, 2003, as compared to providing net cash of $2,101,358 in the year ended
September 30, 2002. Cash provided by the issuance of common stock (pursuant to
our shareholder rights offering fiscal year 2002) decreased by $2,273,242 in the
current year offset by loan proceeds from an officer of the company accounted
for the decrease.

Accounts Receivable

     At September 30, the components of contract receivables were as follows:

                                                      2003          2002
                                                   ----------    ----------
     Billed                                        $3,206,283    $1,954,417
     Unbilled                                         601,961     1,264,252
                                                   ----------    ----------
                                                    3,808,244     3,218,669
     Less allowance for doubtful accounts              30,892        13,609
                                                   ----------    ----------

     Accounts receivable, net                      $3,777,352    $3,205,060
                                                   ==========    ==========

Accounts receivable balances at September 30, 2003 and 2002, include both billed
receivables and unbilled work-in-process. The payment terms on accounts
receivable are generally net 30 days. Collections generally average 45 to 90
days after invoicing, except for two major customers, which is consistent with
industry experience for clients in the public sector.

Deferred revenue amounts of $555,239 and $450,829 at September 30, 2003 and
2002, respectively, represent amounts billed in excess of amounts earned.
Included in the deferred revenue balance at September 30, 2003 and 2002
respectively, was $15,287 and $25,554, related to retainers received for future
services and overpayments by customers on specific invoices.

During FY 2003 several major customers were slow to pay invoices and as a result
our average number of days that billed accounts receivable were outstanding at
September 30, 2003 was approximately 148. While this results in an elevation and
aging of the billed accounts receivable balance, our history reflects consistent
collectibility of the receivable balances. Unbilled receivables represent
work-in-process that has been performed but has not yet been billed. This work
will be billed in accordance with milestones and other contractual provisions.
The amount of unbilled revenues will vary in any given period based upon
contract activity.

We have historically received greater than 10% of our annual revenues from one
or more customers. The City of New York's Department of Information Technology
and Telecommunications ("DOITT") represented 37% of revenues for the year ended
September 30, 2003. These revenues result from services to DOITT and to more
than a dozen other New York City agencies that avail themselves to a city-wide
contracting vehicle managed by DOITT. DOITT and the Rhode Island Department of
Transportation accounted for 24% and 10% of revenues, respectively, for the year
ended September 30, 2002. DOITT accounted for 45% and 37% of accounts receivable
at September 30, 2003 and 2002, respectively and a separate customer, the
Kentucky Department of Transportation, accounted for 17% of the accounts
receivable balance at September 30, 2002. Of the billed accounts receivable
balance at September 30, 2003, $792,742 from DOITT is in excess of 120 days old.
On November 10, 2003, we received $1,060,000 from DOITT in payment of 62% of
their outstanding balance at September 30, 2003. On February 19, 2004, we
received another payment in the amount of $727,000. Management believes all
amounts due to us by DOITT will be paid in full.

                                       20


The volume of work that we perform for a specific client is likely to vary from
period to period, and a significant client in one period may not use our
services at the same level or at all in a subsequent period. The loss of a key
customer could have an adverse impact on revenues.

Contractual Obligations and Commercial Commitments

The following table highlights, as of September 30, 2003, our contractual
obligations and commitments by type and period. As of September 30, 2003, our
contractual obligations and commitments are as follows:



                          AMOUNT OF PAYMENTS DUE BY PERIOD

                          TOTAL        UNDER
CONTRACTUAL              AMOUNTS         1           1-3          4-5         OVER 5
OBLIGATIONS             COMMITED       YEAR         YEARS        YEARS        YEARS
- -----------             --------       ----         -----        -----        -----
                                                            
Lines of Credit        $  770,886   $  770,886   $     --     $     --     $     --

Capital Lease
Obligations             2,078,147      299,645      574,810      555,550      648,142

Operating Leases          449,983      164,954      273,796       11,233         --

Purchase Obligations      250,000       50,000      100,000      100,000         --

Other Contractual
Commitments(1)          1,021,400      506,400      348,000      167,000         --
                       ----------   ----------   ----------   ----------   ----------

Total Contractual
Commitments            $4,570,416   $1,791,885   $1,296,606   $  833,783   $  648,142
                       ==========   ==========   ==========   ==========   ==========

     (1)  Represents a note payable to an officer and potential required
          termination payments under employment agreements if certain officers
          were terminated.


KSTC Agreement. On June 16, 2003 we entered into a two year agreement with
Kentucky State Technology Corporation ("KSTC") to develop classification
algorithms to develop certain commercial data products from commercial satellite
images, field verify the imagery interpretation and to establish a marketing
program for these value added imagery product to potential governmental and
business clients. KSTC provides $200,000 under the agreement on a cost share
matching basis for cash and in-kind services provided. PGI-MD has established a
wholly owned subsidiary, RDT2M, as required by the agreement and has selected
Murray State University to work with RDT2M. Murray State University will receive
51% and RDT2M will receive 49% of the funding. The agreement provides for
payment of certain development expenses of approximately $200,000. The agreement
also requires our repayment of up to $400,000, including the grant amount,
through a royalty stream based on free cash flow if a commercial and sustainable
market is developed for the products. Should no viable market be established,
repayment of the grant amount is waived. On June 7, 2004 KTSC renewed the
agreement and increased the amount of repayment in the event commercialization
is achieved to $800,000. At September 30, 2003, RDT2M had assets of $24,500,
liabilities of $26,815 and accumulated deficit of $2,315.

Investment Banking Agreement. In August of 2003, our board of directors engaged
The Windsor Group LLC as its advisor in connection with its review of strategic
alternatives to enhance shareholder value.

Xmarc Services Limited. During April, 2003, we, along with Glendower Capital (a
previous minority investor in Xmarc Technology) agreed to form and register a
new company, Xmarc Services Ltd, in the United Kingdom to service and market
Xmarc related technology to European customers. Although a corporation was
registered, no shares of stock were issued and XSL did not operate during
calendar year 2003. Subsequently, in January of 2004, in concert with HPI, Ltd

                                       21



and Glendower Capital, we choose to reconsider the structure of the vehicle to
be used in Europe for the sale of Xmarc products and the support of new and
existing clients and terminated the registered company. In the interim,
PlanGraphics provided this customer support through a contract with Xmarc Ltd, a
pre-existing distributor for XMarc in Europe. We received monthly payments to
offset maintenance cost of Xmarc products.

Xmarc Ltd. In the first quarter of calendar year 2004 we determined, in light of
the termination of the XSL agreement, that it was more efficient and economical
to simply acquire Xmarc Ltd, the already existing distributor for Xmarc in
Europe. Accordingly, effective March 31, 2004, we acquired Xmarc Ltd in a
purchase transaction.

Capital Resources

As of September 30, 2003, we had lease payment commitments through 2008 of
$2,078,147 that will require total annual payments of approximately $479,545
during the fiscal year ending September 30, 2004 as compared to $2,078,903 for
the fiscal year ended September 30, 2003. Of the required payment amount for the
new fiscal year, approximately $299,645 is for capital lease obligations and
$164,954 relates to operating leases. Normal operating cash flows for FY 2004
were not adquate to consistently fund these payments on a timely basis;
management expects the new financing arrangement will smooth the effects of
irregular cash flows from customers. (See also Note H to the Financial
Statements.) We consider our facilities adequate to support anticipated sales
and operations for the next several years; accordingly, no major commitment for
additional facilities expansion has been entered into for the year ending
September 30, 2004. In recent years we have transitioned to smaller and less
expensive space when possible and increased the utilization of customer supplied
space. Were any of the existing leases to be terminated, we believe that there
are affordable alternate facilities available, and such action would not have an
adverse impact.

Since entering the information technology sector in 1997, we have funded our
operations and working capital needs primarily through the public and private
placement of our equity securities. In addition, a portion of our capital
expenditures has been financed through capital lease obligations payable to
financial institutions. We have also on occasion borrowed limited amounts from
Human Vision LLC, an entity controlled by our Chairman, Gary S. Murray, John C.
Antenucci, our chief executive officer, and Gary Murphy, PGI-MD's chief
financial officer, and other management and staff in order to fund temporary
working capital requirements. At September 30, 2003, there was no balance
outstanding to Human Vision LLC or Murphy for such borrowings and we owed
$158,400 plus accrued interest to Mr. Antenucci related to a short-term loan
that is evidenced by a demand note for which he is the holder.

We entered into an asset based line of credit on February 15, 2002 with BB&T for
$750,000, secured by the accounts receivable of PGI-MD. The line of credit was
guaranteed by our President & CEO. That line of credit matured on October 3,
2004 after several extensions and we subsequently entered into a forbearance
agreement allowing us to continue to use the line of credit. The forbearance
agreement expired on December 3, 2004, and was extended through January 10,
2005. On January 7, 2005 we entered into a 12-month financing arrangement with K
Capital Partners, Inc. ("KCap") under which KCap will purchase up to $1.5
million of accounts receivable invoices for which it will initially pay us 80%
of the face value. Upon collection of the invoices KCap will remit the remaining
20% of the invoice less varying levels of discount dependent upon the age of the
receivables at the time of collection.

On July 31, 2002, BB&T granted a separate $100,000 line of credit to be used by
PGI-MD to fund capital equipment purchases which expires September 14, 2004.

Subsequent to September 30, 2003 BB&T provided a ninety-day $150,000 temporary
addition to PlanGraphics existing $750,000 credit facility. This additional
funding was made available by BB&T as a result of a $150,000 deposit in a
compensating account balance by a related party, Human Vision LLC of which Gary
Murray, our Chairman, is a control person. The temporary addition expired on
January 28, 2004. On February 19, 2004 we paid the note in full and BB&T
released the compensating balance funds to Human Vision LLC.

As of September 30, 2003, we had cash and cash equivalents of $28,216. That cash
balance plus funds from operations during fiscal year 2004, coupled with close
cash flow management was sufficient to meet our cash requirements through
September 30, 2004. However, while we have entered into a new financing
arrangement for operating funds, our long-term liquidity requirements may be
significant in order to implement our plans. Should additional funds be
required, there can be no guarantee such funds can be secured.

                                       22


Operations Outlook

We had work backlog and assignments of approximately $17.0 million as of
September 30, 2003, approximately 70 percent higher than the $10.0 million as of
September 30, 2002. Funded backlog and assignments for the period ending
September 30, 2003 was $8.7 million. More recently, our backlog as of December
31, 2004, was approximately $15.7 million of which approximately $14.4 of the
current backlog is funded. Our backlog includes projects that may take from
three to 48 months to complete. Of the $17.0 million of backlog, we expect to
complete approximately $7.5 million within 12 months and most of the remainder
through the ensuing two fiscal years.

We report backlog based on executed contracts and assignments based on contract
awards where documentation is pending and task orders against existing
indefinite quantity contract vehicles. As some of our contracts are funded
incrementally through different funding sources and cycles we report the funded
portion of the total backlog and assignments. A typical contract, standard for
the industry, includes terms that permit termination for convenience by either
party with 30 days prior notice. Most of our orders are from existing or
previous customers with whom we have a good relationship. Therefore, we do not
anticipate cancellation of such contracts or order assignments.

We announced a business relationship with Oracle focused on Homeland Security
and our STEPsTM service and product offering. STEPsTM (Spatial Templates for
Emergency Preparedness) is our proprietary approach to rapidly meet the growing
needs of emergency management operations at state and local governmental levels
to implement a clearly defined plan to converge unstructured data into a
centralized datamart. It provides improved information sharing and operational
efficiency to meet the needs of emergency planning, response and recovery
coupled with economical and efficient means of implementing programs to deal
with emergency responses and public security issues, giving us a distinct
advantage over our competitors.

The IT portion of the President's federal budget request for fiscal 2004 totaled
$59.3 billion and Federal Sources Inc. ("FSI") of McLean estimates that federal
spending on technology will come in at $62.5 billion. FSI sees total government
spending estimated to hit $2.23 trillion, up 4.2 percent from fiscal 2003 and
projected IT spending is up and makes up a larger share of the $819 billion
discretionary budget. Spending in the Department of Homeland Security on IT is
expected to increase significantly to an estimated $3.97 billion for FY2004 and
is based on FSI's analysis of the congressional conference report on DHS
appropriations. This amount is 31 percent higher than 2003's $3.01 billion
budget request. (Source: "Report: IT spending continues strong growth" in
Washington Technology, 11/24/03; Vol. 18 No. 17).

In addition, the E-Government Act of 2002 was passed by Congress and signed into
law by the President on December 17, 2002. This legislation promotes innovative
uses of Information Technology ("IT"), anticipates multi-agency IT projects to
improve federal government performance and establishes an e-government fund in
the U. S. Treasury. We are targeting opportunities in this arena.

We also believe the potential gross profit margins in information technology are
much higher than we presently experience. We are working vigorously to grow the
spatial data management and integration solutions of our GIS business base that
permeates our business plan.

Currently, we plan to grow internally and through building and leveraging
strategic partnerships. We have made substantial progress in positioning
PlanGraphics as a provider of Internet-accessible data repositories and
warehouses that leverage spatial data and e-government solutions. Several of our
current assignments and a material portion of our contract backlog and
assignments are associated with these initiatives. Furthermore our past
marketing investments in China continue to yield results measured by the
increased number of invitations to respond to competitive procurements, current
and anticipated projects funded by the World Bank and a number of alliances and
business partner arrangements that have been consummated.

On January 7, 2002 we reached an agreement to license exclusive North American
rights to intellectual property and spatial integration software components
previously owned by Xmarc Ltd. and then held by the Swiss based investment
company HPI LLC for use in the public sector and utility markets. The technology
provides wireless and Internet-enabled software solutions that aid in the access
of location-based information from data warehouses and repositories. We also
agreed to support former Xmarc clients, work in progress and outstanding

                                       23


proposals in North America. This arrangement effectively gives us increased
access to federal, state and local government clients in addition to commercial
enterprises. Effective April 1, 2003, we exercised our right under the agreement
to acquire in perpetuity the exclusive rights to Xmarc trademarks, intellectual
property and technology and all subsequent product enhancements. As of September
30, 2003, we had recorded approximately $483,845 in revenues related to the
licensing, maintenance and professional services associated with the technology
yielding operating income of $68,358 for the business unit inclusive of $37,720
in royalty payments that we will pay to HPI LLC under the agreement. We will pay
$50,000 per year for five years for the technology and certain royalty payments
related to our Xmarc revenues which will be offset from the annual payments to
the sellers.

As noted above, we have secured a new financing arrangement under which up to
$1.5 million of accounts receivable invoices are purchased by Rockland who then
initially pays us 80% of the face value pending collection when the remainder
less a varying discount is remitted to us. Accordingly, our management team
believes that we have the capacity to address the immediate needs for cash and
liquidity. We have also taken an aggressive approach to control costs and
expenses. Increased funds from the new financing facility and the capital
equipment loan available to PlanGraphics are anticipated to meet the cash needs
of the company through September 30, 2005. Efforts to conserve and to develop
new sources of cash and equity are complimentary to our efforts to improve
operating performance of PlanGraphics during the past fiscal year. We anticipate
improvement in financial results during the fiscal year ending September 30,
2004.

                              Results of Operations

                                                     Years Ended September 30
                                                       2003             2002
                                                   -----------      -----------
Statement of Operations Information:
Revenues                                           $ 7,905,661      $ 8,159,275
Cost and expenses before impairment
expense                                              8,379,323        8,262,278
Impairment expense                                   2,087,844             --
Operating loss                                      (2,561,506)        (103,003)
Net loss                                            (2,834,190)        (393,120)

Balance Sheet Information:
Total assets                                         7,376,236        8,816,381
Total current liabilities                            3,855,140        2,953,367
Working capital (deficit)                             (424,587)         427,735
Shareholders' equity                                 1,673,794        4,506,984


Result of Operations for the Year Ended September 30, 2003 Compared to September
30, 2002

Revenues

Our revenues decreased $253,614 or 3% from $8,159,275 for the fiscal year ended
September 30, 2002 to $7,905,661 for the fiscal year ended September 30, 2003.
Our revenues came from:

                                                    FY 2003             FY 2002

Local government                                  $5,910,767          $4,943,018
State government                                     665,297           2,137,157
Federal government                                   651,758             346,803
Commercial customers                                 395,263             250,007
International                                        282,576             482,290
                                                  ----------          ----------
         Total                                    $7,905,661          $8,159,275

                                       24


We believe our slight decline in revenue during FY 2003 was caused by several
factors including: the slow down in the economy in general during the prior two
years with its impact on state and local government revenues and expenditures,
delays in the start-up on certain contract awards and work assignments that were
held in abeyance by state and local government agencies, the failure of U.S.
Congress to timely enact many agency appropriation bills with resultant impacts
on budgets for federal, state and local governments and, in significant part, by
changes in administration and administrative procedures by a major local
government customer. These delays impacted our revenue generation on projects.
On the other hand, we recorded $483,845 in revenues related to the licensing,
maintenance and professional services associated with the newly acquired XMarc
technology and firmly established joint marketing and sales programs with third
party software and consulting firms based on the technology. We incurred a small
increase in operating costs attributable to ramp up for new work while we
awaited authorizations to proceed with the work. As noted elsewhere in this
report, we also have seen evidence that the economy appears to be improving from
levels set in the prior year. Accordingly, we anticipate improved revenue
generation during FY 2004.

Total Costs and Expenses

Total costs and expenses before recording the expense for impairment of goodwill
for the fiscal year ended September 30, 2003 amounted to $8,379,323, an increase
of $117,045, or 1.4%, compared to $8,262,278 for the fiscal year ended September
30, 2002, while there was a decrease in revenue amounting to 3% from the prior
year period. However, we also recorded impairment expense of $2,087,844 which
increased total cost and expenses for FY 2003 to $10,467,167. We had expected
new work in the first fiscal quarter for which we ramped up staffing but
encountered delays in receiving authorizations to proceed; subsequently we took
significant management actions to control costs and expenses in the second and
subsequent quarters to respond to changed operating levels. Changes in costs and
expenses from the prior year are:

o    Direct contract costs decreased $105,242, or 2% following the slight
     decrease of 3% in revenue.
o    Salaries and employee benefits increased $252,715, or 15%, as a result of
     our first quarter ramp-up for anticipated work from a major customer;
     however, the start of this work was delayed into our second fiscal quarter.
o    General and administrative expenses decreased by approximately $39,207, or
     3.7%, due primarily to reductions of $70,169 in legal costs and $28,006 in
     employee education and moving expenses. Decreases were partially offset by
     increases of $41,714 in audit costs and $17,145 in goodwill testing costs.
o    Marketing costs increased slightly by $1,732, or 1%.
o    Other operating expenses increased by $7,897, or 3%.
o    We recorded a charge of $2,087,844 for impairment of goodwill.
o    We recorded a gain of $850 on the sale of an asset.

Net Loss

Our operating loss for the fiscal year ended September 30, 2003 was $2,561,506
compared to $103,003 for FY 2002. This increase is primarily a result of the
impairment of goodwill amounting to $2,087,844 coupled with decreased revenues
without a corresponding decrease in operating expenses.

Interest expense decreased by $14,351 to $300,907 in FY 2003 as compared to a
total of $315,258 during FY 2002; this represents a decrease of 5%. The decrease
is primarily attributable to the absence in FY 2003 of $46,250 in amortization
expense for a beneficial conversion feature in a promissory note that was deemed
interest and recorded in FY 2002 and to a reduction of $34,129 in FY 2003
interest expenses associated with our capitalized lease. These were partially
offset by certain other increases in interest expense during FY 2003 including
$16,181 related to increased use of our asset based line of credit and certain
other temporary borrowings.

Other income increased $3,082 or 12% from the prior year total as a result of
increased commissions earned by our travel office for processing transportation
and lodging orders.

Our net loss for the fiscal year ended September 30, 2003 was $2,834,190
compared to the net loss of $393,120 for FY 2002, an overall increase of
$2,441,070. The increase in net losses during 2003 was primarily due to
$2,087,844 charge for impairment to goodwill and to $370,659 increases in
operating losses resulting principally from decreased revenue caused by work
authorization delays during our first two fiscal quarters by a major customer.

                                       25


Loan Transactions

We entered into an asset based line of credit on February 15, 2002 with BB&T for
$750,000, secured by the accounts receivable of PGI-MD. The line of credit was
guaranteed by our President & CEO. That line of credit matured on October 3,
2004 after several extensions and we subsequently entered into a forbearance
agreement allowing us to continue to use the line of credit. The forbearance
agreement expired on December 3, 2004, and was extended through January 10,
2005. On January 7, 2005 we entered into a 12-month financing arrangement with K
Capital Partners, Inc. ("KCap") under which KCap will purchase up to $1.5
million of accounts receivable invoices for which it will initially pay us 80%
of the face value. Upon collection of the invoices KCap will remit the remaining
20% of the invoice less varying levels of discount dependent upon the age of the
receivables at the time of collection. KCap transferred the financing
arrangement to one of its investors, Rockland Credit Finance LLC, and we made
our first draw against the new agreement on February 17, 2005.

On July 31, 2002 the BB&T granted a separate $100,000 line of credit to be used
by PGI-MD to fund capital equipment purchases collateralized by the purchased
equipment. The line of credit expires on September 14, 2004.

In October, 2003, BB&T provided a ninety-day $150,000 temporary addition to
PGI-MD's existing credit facility. This additional funding, with interest at 3%
per annum, was made available by BB&T as a result of a compensating balance
deposit provided by a related party, Human Vision LLC, in the form of a $150,000
compensating account balance. The temporary increase matured on January 28,
2004. On February 19, 2004 we paid the loan in full and, in turn, BB&T released
the compensating balance funds to Human Vision LLC.

Market Risk

Market risk is the potential change in a financial instrument's value caused by
fluctuations in interest or currency exchange rates, or in equity and commodity
prices. Our activities expose us to certain risks that management evaluates
carefully to minimize earnings volatility. At September 30, 2003, and during the
prior fiscal year, we were not a party to any derivative arrangement and we do
not engage in trading, hedging, market-making or other speculative activities in
the derivatives markets.

All of our international sales are denominated in U.S. dollars with the
exception of the payments made to us by Xmarc Limited who pays us in British
Pounds Sterling. Receipts in currencies other than United States dollars are
converted into United States dollars at the exchange rate in effect on the date
of the transaction. Management views the exchange rate fluctuations occurring in
the normal course of business as low risk and they are not expected to have a
material effect on the financial results of the Company.

In view of the above, we believe our exposure to market risk is limited.

Critical Accounting Policies and Estimates

General. Discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of our financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent
liabilities. On a regular basis, we evaluate estimates, including those related
to bad debts, intangible assets, restructuring, and litigation. Estimates are
based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

We believe the following critical accounting policies require significant
judgments and estimates used in the preparation of our consolidated financial
statements.

                                       26


Revenue Recognition. Our revenue recognition policy is significant because our
revenues are a key component of our results of operations. We recognize revenue
in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements (SAB 101), as amended by SAB 101A and 101B. SAB 101
requires that four basic criteria must be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectibility
is reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the fee charged for
services rendered and products delivered and the collectibility of those fees.
Our operations require us to make significant assumptions concerning cost
estimates for labor and expense on contracts in process. Due to the
uncertainties inherent in the estimating process for costs to complete contracts
in process under the percentage of completion method, it is possible that
completion costs for some contracts may need to be revised in future periods.
Should changes in conditions or estimates cause management to determine a need
for revisions to these balances in transactions or periods, revenue recognized
for any reporting period could be adversely affected.

Allowance for Doubtful Accounts. This allowance is for estimated losses
resulting from the inability of our customers to make required payments. It is a
significant estimate and is regularly evaluated by us for adequacy by taking
into consideration factors such as past experience, credit quality of the
customer, age of the receivable balance, individually and in the aggregate, and
current economic conditions that may affect a customer's ability to pay. The use
of different estimates or assumptions could produce different allowance
balances. If the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, assistance from
legal counsel may be required as well as additional provisions for doubtful
accounts.

Contingencies. From time to time we are engaged in legal actions arising in and
out of the ordinary course of business. We, with assistance from legal counsel,
are required to assess the likelihood of any adverse judgments or outcomes to
these matters as well as potential ranges of probable losses. A determination of
the amount of liability required, if any, for these contingencies is made after
careful analysis of each individual matter. The required reserves, if any, may
change in the future due to new developments in each matter or changes in
approach, such as a change in settlement strategy for a particular matter. There
are no pending matters of litigation as of this filing.

Goodwill and Intangible Assets. We have significant intangible assets, including
approximately $4 million of goodwill prior to recording an impairment charge in
the amount of $2,087,8844 as of September 30, 2003. The determination of whether
or not these assets are impaired involves significant judgments. We periodically
evaluate acquired goodwill and intangible assets for potential impairment
indicators. Our judgments regarding the existence of impairment indicators are
based on market conditions and operational performances of the acquired assets.
In assessing the recoverability of these assets, we must make assumptions
regarding estimated future cash flows and other factors. If these estimates and
related assumptions change in the future, significant impairment charges may be
recorded in future periods.

We retain an independent valuation firm to assist us in completing step one of
the annual testing required by FAS 142, Goodwill and Other Intangible Assets, to
determine whether there was a potential impairment of goodwill. Primarily based
on a value that considers the income approach, the market approach and the asset
approach, an estimate of the fair value of our single reporting unit, including
goodwill, is determined. The company as a whole is considered one reporting
unit. If the carrying value of our reporting unit exceeds its fair value,
additional steps as required by FAS 142 are followed to recognize a potential
impairment loss. Calculating the fair value of the reporting unit requires
significant estimates and assumptions by management in developing expectations
of future revenues and expenses. These estimates are consistent with the plans
and estimates that we use to manage the underlying business. The valuation firm
also applies significant judgments and assumptions obtained by independent
research into the prevailing economic climate existing at the appraisal date,
market and industry conditions, as well as management's expectations of the
future in the application of these methods that result in an estimate of fair
value of the reporting unit. In accordance with SFAS No. 142, the Company
performs an impairment test annually as of the first day of its fiscal year.

Impairment of Assets. We review long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In performing the
review for recoverability, we estimate the future cash flows expected to result
from the use of the asset and its eventual disposition. If the sum of the

                                       27


expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the asset, we recognize an impairment loss.
Otherwise, an impairment loss is not recognized. Measurement of an impairment
loss for long-lived assets and identifiable intangibles that we expect to hold
and use are based on the fair value of the asset.

Purchased and Internally Developed Software Costs for Future Project Use.
Purchased software is recorded at the purchase price. Software products that are
internally developed are capitalized when a product's technological feasibility
has been established. Amortization begins when a product is available for
general release to customers. The costs for both purchased and developed
software are then amortized over a future period. The amortization is computed
on a straight- line basis over the estimated economic life of the product, which
is generally three years, or on a basis using the ratio of current revenue to
the total of current and anticipated future revenue, whichever is greater. All
other research and development expenditures are charged to research and
development expense in the period incurred. Management routinely assesses the
utility of its capitalized software for future usability in customer projects.
No write downs were recorded in 2003.


Deferred Tax Valuation Allowance -- FY 2003

We have net operating loss carry-forwards of approximately $12.8 million as of
September 30, 2003 (See Note G to the Financial Statements). We have established
a 100% valuation allowance on the net deferred tax asset arising from the loss
carry forwards in excess of the deferred tax liability. The valuation allowance
has been recorded as we have not been able to determine that it is more likely
than not that the deferred tax assets will be realized.

The provision for income taxes consisted of the following:

                                                        2003          2002
                                                     ---------     ---------
   Deferred expense (benefit):
     Federal                                         $(457,000)    $(103,000)
     State                                             (44,000)      (10,000)
                                                     ---------     ---------
                                                      (501,000)     (113,000)
   Increase (decrease) in valuation allowance          501,000       113,000
                                                     ---------     ---------

                                                     $    --       $    --
                                                     =========     =========

A reconciliation of the effective tax rates and the statutory U.S. federal
income tax rates is as follows:

                                                           2003       2002
                                                          ------     ------

   U.S. federal statutory rates                           (34.0)%    (34.0)%
   State income tax benefit, net of federal tax amount     (5.3)      (3.3)
   Goodwill impairment                                     28.7         --
   Other                                                   (4.4)        --
   Increase in deferred tax asset valuation allowance      15.0       37.3
                                                          ------     ------

        Effective tax rate                                   -- %       -- %
                                                          ======     ======

Temporary differences that give rise to a significant portion of the deferred
tax asset are as follows:

                                                      2003           2002
                                                  -----------    -----------

   Net operating loss carryforwards               $ 4,776,000    $ 4,012,000
   Expense for stock options and warrants                --          247,000
   Provision for losses on accounts receivable         11,000           --
   Accrued payroll costs and vacation                  89,000        115,000
                                                  -----------    -----------
        Total gross deferred tax asset              4,876,000      4,374,000
   Valuation allowance                             (4,876,000)    (4,374,000)
                                                  -----------    -----------

        Net deferred tax asset                    $      --      $      --
                                                  ===========    ===========

                                       28


A valuation allowance equal to the gross deferred tax asset has been recorded as
management of the Company has not been able to determine that it is more likely
than not that the deferred tax assets will be realized.

At September 30, 2003, we had net operating loss carryforwards of approximately
$12,803,000 with expirations through 2023. The utilization of the loss carry
forwards may be limited under Internal Revenue Service Code Section 382
regulations related to transfers of ownership.

Effect of Recent Accounting Pronouncements

The pronouncements that may affect us in the ensuing fiscal year are:

In November 2002, the Emerging Issues Task Force (EITF) of the Financial
Accounting Standards Board issued consensus 00-21, "Revenue Arrangements with
Multiple Deliverables". This task force consensus addresses how to determine
whether an arrangement with multiple deliverables contains more than one unit of
accounting and if so, how the arrangement consideration should be measured and
allocated to the separate units of accounting. Revenue arrangements with
multiple deliverables should be divided into separate units of accounting if the
deliverables meet specified criteria. Arrangement consideration should then be
allocated among the separate units of accounting based on their relative fair
values, subject to certain limitations. Applicable revenue recognition criteria
would then be considered separately for separate units of accounting. EITF 00-21
is effective for revenue arrangements entered into beginning after July 1, 2003.
Management is currently evaluating the impact of this consensus, but does not
expect any significant impact on the financial condition or results of
operations upon implementation, if required.

On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This statement provides alternate
methods of transition for a voluntary change to the fair value method of
accounting for stock-based compensation. This statement also amends the
disclosure requirements of FAS 123 and APB Opinion 28, "Interim Financial
Reporting," to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based compensation
and the effect of the method used on reported results. PGI has adopted the
disclosure provisions of FAS 148.

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities," an Interpretation of Accounting Research Bulletin
No. 51 ("FIN 46"). This interpretation explains how to identify variable
interest entities and how an enterprise assesses its interest in a variable
interest entity to decide whether to consolidate that entity. This
interpretation requires existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries if the entities do not effectively
disperse risks among parties involved. Variable interest entities that
effectively disperse risks will not be consolidated unless a single party holds
an interest or combination of interest that effectively recombines risks that
were previously dispersed. This interpretation applies immediately to variable
interest entities created after January 31, 2003, and to variable interest
entities in which an enterprise obtains an interest after that date. It applies
in the first fiscal year or interim period ending after December 14, 2004, to
variable interest entities in which an enterprise holds a variable interest that
it acquired before February 1, 2003. We cannot determine at this time if the
adoption of FIN 46 will or will not have a material effect on our financial
position or results of operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150
("SFAS No. 150"), "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity." SFAS No. 150 establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within the scope
of SFAS No. 150 as a liability. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective for us beginning October 1, 2003. Management does not expect any
financial impact of SFAS No. 150 on the financial statements.

We have reviewed all significant newly issued accounting pronouncements and
concluded that, other than those disclosed herein, no material impact is
anticipated on the financial statements as a result of future adoption.

                                       29


Item 7 - FINANCIAL STATEMENTS

The financial statements required by this item begin on page F-1 of this Form
10-KSB. An index to the financial statements is contained in that separate
section.

Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On March 11, 2002, acting on the direction and approval of our Board of
Directors, we informed BDO Seidman, LLP that we were releasing them as our
independent public accountants and selecting another firm for those services.
Our financial statements for the fiscal year ended September 30, 2001, were
audited by BDO Seidman, LLP. The reports of BDO Seidman, LLP on our financial
statements for the fiscal years ended September 30, 2000 and 2001 contained no
adverse opinion or disclaimer of opinion, nor were they modified as to
uncertainty, audit scope, or accounting principles, except that the report for
September 30, 2000 stated:

     "The accompanying consolidated financial statements have been prepared
     assuming the Company will continue as a going concern. As discussed in Note
     1 to the consolidated financial statements, the Company's significant
     operating losses and working capital deficiency raise substantial doubt
     about its ability to continue as a going concern. Management's plans
     regarding those matters are also described in Note 1. The financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty."

The decision to change accountants was recommended by our Audit Committee and
made pursuant to the authority granted by our Board of Directors. It was based
on a review of a number of firms including BDO Seidman and reflected a
consideration of service levels, proximity to our operating centers and
headquarters and anticipated fees, among other factors.

Through March 11, 2002, there were no disagreements between us and BDO Seidman,
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of BDO Seidman, LLP, would have caused them to make reference to
the subject matter of the disagreement in connection with their report.

On March 26, 2002 we engaged Grant Thornton LLP as our independent registered
public accounting firm. During the two most recent fiscal years and interim
periods since the end of the most recent fiscal year through the date of
engagement we did not consult Grant Thornton LLP regarding the application of
accounting principles to any specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on our financial
statements, and no written or oral advice from Grant Thornton was provided to or
considered by us in reaching a decision as to any accounting, auditing or
financial reporting issue. Further, there were no matters that were either the
subject of a disagreement or a reportable event as contemplated in Regulation
S-B, Item 304(a)(1)(iv) and the views of Grant Thornton LLP on any issues were
neither requested nor received.

The change in independent registered accounting firms was reported on Forms 8-K
dated March 11 and 23, 2002 and filed with the Securities and Exchange
Commission.

Management is responsible for establishing and maintaining adequate disclosure
controls and procedures, including internal controls over financial reporting,
that are effective to ensure that our reports under the Securities Exchange Act
of 1934 ("Exchange Act") are timely and not materially misleading.

Item 8A - Controls and Procedures

As of September 30, 2003, PlanGraphics' management, including its Chief
Executive Officer and principal financial officer conducted an evaluation of the
effectiveness of its disclosure controls and procedures, including internal
controls over financial reporting. Based on that evaluation, they concluded that
PlanGraphics' disclosure controls and procedures, except for the control
deficiencies disclosed below, were effective in ensuring that all material
information required to be filed in this annual report has been made known to
them in a timely manner to make required disclosures. The officers further
believe that Company's procedures provided reasonable assurance that the
identified issues did not lead to material misstatements in our consolidated
financial statements.

                                       30


In the fourth quarter of fiscal year 2003, there was no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to affect, our internal control over financial reporting.

Grant Thornton LLP ("GT"), our independent registered public accounting firm,
identified and reported to our Audit Committee certain internal control
deficiencies that GT considers to be significant deficiencies, both of which
constitute material weaknesses. These internal control deficiencies relate to:

     o    A material weakness related to an agreement to purchase an entity with
          which the Company had a prior business relationship. There was limited
          evidence that personnel with financial oversight responsibilities had
          obtained adequate documentation and understanding of the transaction
          and its related accounting, reporting and disclosure.

     o    A material weakness related to a lack of adequate control over the
          initiation and review of non-standard journal entries as evidenced by
          post closing journal entries resulting from audit procedures.

Our corrective actions to address these internal control deficiencies are:

     o    We changed our procedures to insure that agreements are reviewed by
          accounting and financial staff for application of generally accepted
          accounting principles prior to execution and that such review is
          documented.

     o    We added a requirement to our periodic closeout procedures checklist
          for the accounting department that prompts personnel to review record
          balances for potential journal entries needed for non-routine
          accounts.

While these material weaknesses had an immaterial effect on our reported
results, they nevertheless constituted deficiencies in our disclosure controls.
In light of these material weaknesses and the requirements enacted by the
Sarbanes-Oxley Act of 2002 and the related rules and regulations adopted by the
SEC, our Chief Executive Officer and principal financial officer concluded that,
as of September 30, 2003, our disclosure controls and procedures needed
improvement and were not completely effective. Despite the deficiencies
identified in our disclosure controls, management believes that there were no
material inaccuracies, or omissions of material facts necessary to make the
statements not misleading in light of the circumstances under which they were
made in the Form 10-KSB for our fiscal year ended September 30, 2003.

Our management does not expect that disclosure controls and procedures and
related internal controls can prevent all error and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable and not
absolute assurance that the objectives of the controls system are met. Further,
the design of a control system must consider resource constraints as well as the
benefits of controls relative to the cost of a control system. While our
management believes that its disclosure controls and procedures, including
internal controls over financial reporting, provide reasonable assurance that
fraud can be detected and prevented, because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, will be detected.

                                    PART III

Item 9 - DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

Our current directors and executive officers are:

     Name                       Age      Position
     ----                       ---      --------

     John C. Antenucci          58       Vice Chairman, Director, President and
                                         Chief Executive Officer of PGRA;
                                         President and Chief Executive Officer
                                         of PGI-MD

     Frederick G. Beisser       62       Director, Vice President - Finance and
                                         Administration, Secretary and Treasurer

     Gary S. Murray             54       Chairman of the Board and Director

     Raymund E. O'Mara          63       Director

     J. Gary Reed               56       Director and Chief Operating Officer of
                                         PGI-MD

     William S. Strang          48       Director


                                       31


All directors hold office until the next annual meeting of shareholders and
serve until their successors are duly elected and qualified, or until their
earlier death, resignation or removal.

John C. Antenucci is President and Chief Executive Officer of PGRA and has been
a director since November 3, 1997. He is the founder and has been the President
and Chief Executive Officer of PGI-MD since 1979. He is a former president of
AM/FM International (now GITA), a professional association for utility industry
users of geographic information systems. He has served as a member of the
National Academy of Sciences Advisory Committee on the Future of U.S. Geological
Survey and in a similar capacity on the Academy's Advisory Committee for Mapping
Sciences. He serves as an advisor to Ohio State University's Center for Mapping,
has recently co-authored the Manual of Geospatial Science and Technology, a text
book on geographic information systems, global positioning systems and remote
sensing, and was editor and co-author of on an earlier textbook on geographic
information systems. Mr. Antenucci holds an MS in Civil Engineering/Water
Resources from Catholic University of America in Washington, D.C. and a Bachelor
of Civil Engineering from the same institution.

Frederick G. Beisser joined PGRA's predecessor, DCX Inc, as Chief Financial
Officer in July 1990 and was promoted to Vice President - Finance and
Administration, on March 28, 1997 and to Senior Vice President - Finance
effective January 1, 2002. He was elected to the Board of Directors in March
1991 at which time he also became Treasurer and was subsequently appointed
Secretary on October 1, 1991. Mr. Beisser's directorship ended on April 30, 2002
upon the election of Mr. Strang, below. Mr. Beisser is a Colorado Certified
Public Accountant. Prior to joining PGRA, he held financial management and
controller positions with the U.S. Air Force in the United States and abroad.
Retired with the rank of Major in 1989, he holds a Ph.D. from American
International University in Canoga Park, California, an MBA from Golden Gate
University in San Francisco and a BS in Business Administration from the
University of Southern Colorado in Pueblo, Colorado. In addition, Mr. Beisser
has a diploma from the Air War College. He is also a member of the Board of
Directors of Environmental Energy Services, Inc. of El Reno, Oklahoma.

Raymund E. O'Mara has been a director of PGRA since November 3, 1997. He is a
principal with Booz Allen & Hamilton, consultants, since 1996. Prior to joining
Booz Allen & Hamilton, Mr. O'Mara retired from the U.S. Air Force in 1994 with
the rank of Major General. From 1993 until his retirement, he was Director,
Defense Mapping Agency, Bethesda, Maryland and prior to that served as Vice
Commander in Chief, Atlantic Command, Norfolk Virginia for two years. Mr. O'Mara
holds a Master of Arts from State University of New York at Plattsburgh, New
York and a BS in Electrical Engineering from the New Jersey Institute of
Technology at Newark.

Gary S. Murray was appointed Chairman of the Board of Directors on July 6, 1999
and has served as a director of PGRA since June 26, 1998. Mr. Murray is the
founder and managing member of HumanVision L.L.C., an advisory and investment
firm located in Landover, Maryland. He was also co-founder and a principal of
Timebridge Technologies (Lanham, Maryland), an e-commerce firm specializing in
database and network services that was acquired by Dimension Data Holdings PLC
in November 2000. Mr. Murray was founder, chairman and president of systems
integrator Sylvest Management Systems (Lanham, Maryland) until its acquisition
by Federal Data Corporation in June 1997. He holds a BBA from Howard University,
Washington, D.C. and was a Certified Public Accountant.

J. Gary Reed is the Chief Operating Officer of PGI-MD. He was formerly a
director of PGRA from November 2, 1997 until April 30, 2002. Mr. Reed has been
employed by PlanGraphics in several capacities since 1995. Prior to joining
PlanGraphics, he held several executive positions during a twenty-one year
career with Geonex Corporation and was named President of that corporation in
1994. Mr. Reed holds an MBA from the Keller Graduate School of Management in
Chicago and a BS in Biology from Virginia Polytechnic Institute and State
University in Blacksburg, Virginia.

                                       32


William S. Strang was elected to the Board of Directors on April 30, 2002. He is
President of and Chief Executive officer of NetStar1, a network integration
company in Rockville, Maryland. Prior to that, he was President, North America,
of Dimension Data plc, a leading global network services and e-Commerce
solutions provider, from October 2000 until June 2001, and from June 1997 until
October 2000 he was President & CEO of Timebridge Technologies, Inc. of Lanham,
Maryland, a leading provider of network engineering, Oracle database consulting,
and information technology integration services. Mr. Strang holds a Bachelor of
Business Administration from Eastern Kentucky University.

Other Associations

During the past five years, one principal of PGRA has served as a principal of
the following reporting issuer during the periods and in the capacities noted
below:

Principal              Reporting Issuer        Capacity    Period
- ---------              ----------------        --------    ------

Frederick G. Beisser   Environmental Energy    Director    March 1999 to present
                       Services, Inc.


Audit Committee/Audit Committee Financial Expert

The board of directors has determined that PGRA does not have financial expert
sitting on the Audit Committee. Because PGRA is not a listed company, its common
stock is not traded on a national exchange or national association as
contemplated by Rule 10-A3 of the Securities Act of 1934, as amended, and
therefore PGRA is not required to have an audit committee financial expert.

We have an audit committee of the Board of Directors that meets the definition
of "audit committee" set forth in Section 3a(58)(A) of the Exchange Act. The
Audit Committee maintains an active role in communication with the Company's
independent auditors and with the management of the Company and performs its
duties and responsibilities set forth in the Audit Committee Charter. The Audit
Committee for fiscal 2003 consisted of the following non-employee directors:
Messrs. Strong (Chairman), O'Mara and Murray. The Audit Committee met five times
during fiscal 2003. The members currently serving on the Audit Committee are
expected to continue to serve on the Audit Committee until the next annual
meeting of the Board of Directors following our Annual Meeting of Shareholders.
Because Mr. Murray is a control person of a company that has assisted us with
financing from time to time and received compensation therefore, he is not
considered independent with respect to Rule 803 of the Corporate Governance
Requirements of the American Stock Exchange.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 filed with the Securities and
Exchange Commission, and other information known to the Company, during and with
respect to our most recent fiscal year, we believe that all directors, officers
and any beneficial owner of more than 10 percent of our registered shares timely
filed all reports required by Section 16(a) of the Exchange Act.

Code of Ethics

Our Board of Directors approved a Code of Ethics for Senior Financial Officers
on October 7, 2002. We filed it with our September 30, 2002 report on Form
10-KSB as Exhibit 99.3 and the signed code is available on our website at
www.PlanGraphics.com.

                                       33


Item 10 - EXECUTIVE COMPENSATION


Summary Compensation Table

The following table sets forth the compensation paid and accrued by PGRA for
services rendered during the fiscal years ended September 30, 2003, September
30, 2002 and September 30, 2001 to certain of our executive officers.



                                                 Annual Compensation                   Long Term Compensation
                                                 -------------------                   ----------------------
                                                                                       Awards         Payouts
                                                                                       ------         -------
                                                                   Other Annual                        LTIP
      Name and                                          Bonus      Compensation       Options/        Payouts      All Other
 Principal Position         Year      Salary ($)         ($)            ($)        SARs granted (#)      ($)          ($)
 ------------------         ----      ----------         ---            ---        ----------------      ---          ---
                                                                                                 
John C.                     2003       $143,864           -              -            972,418(1)          -            -
Antenucci, Vice             2002       $175,181           -              -           1,941,258(2)         -            -
Chairman,  President        2001       $157,499           -              -                -               -            -
and CEO

Gary Reed, Director and     2003       $114,901           -                               -               -            -
Chief Operating Officer     2002       $124,211           -              -           1,320,000(2)         -            -
of PlanGraphics             2001       $103,499         $8,000           -                -               -            -


(1)  Grant to Mr. Antenucci in FY 2003 was the annual requirement pursuant to
     his employment agreement.
(2)  The quantities of stock options granted during FY 2002 to Mr. Antenucci and
     to Mr. Reed, pursuant to their employment agreement's in exchange for
     relinquishing certain anti-dilution rights relative to stock option
     entitlements contained in their prior employment agreements which had been
     held in abeyance since June 30, 1998.

We do not have a long term incentive plan or a defined benefit or actuarial form
of pension plan.






                                       34


Option/SAR Grants in Last Fiscal Year

                                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                             [Individual Grants]

                          Number of securities      Percent of total
                               underlying         options/SARs granted
                          options/SARs granted      to employees in      Exercise or base
          Name                     (#)                fiscal year         Price ($/Share)    Expiration Date
          ----                     ---                -----------         ---------------    ---------------

John C. Antenucci, Vice
Chairman, President and
CEO                              972,418                  51%                 $0.04          April 30, 2008

J. Gary Reed, Director
and Chief Operating
Officer of PlanGraphics             -                      -                     -                   -


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values


                                                                         Number of Securities
                                                                              Underlying        Value of Unexercised
                                                                              Unexercised           In-the-Money
                                                                            Options/SARs at        Options/SARs at
                                                                              FY-End (#)             FY-End ($)
                           Shares Acquired on                                Exercisable/           Exercisable/
          Name                Exercise (#)         Value Realized ($)       Unexercisable          Unexercisable
          ----                ------------         ------------------       -------------          -------------

John C. Antenucci, Vice
Chairman, President and                                                     2,913,472/ 0(1)         $48,611/$0.00
CEO                                 -                      -

J. Gary Reed, Director
and Chief Operating
Officer of PlanGraphics             -                      -                1,320,000/0(2)          $66,000/$0.00

(1)  In accordance with his employment agreement dated May 1, 2002, Mr.
     Antenucci received fully vested stock options to purchase 1,941,258 shares
     of our common stock at an exercise price of $0.07 on May 1, 2002. Mr.
     Antenucci has 972,214 options at an exercise price of $0.04 that were
     granted on May 1, 2003 and also pursuant to his employment agreement. As
     noted below under Employment Agreements, Mr. Antenucci is entitled to
     future grants of stock options annually and if certain performance goals
     are met.

(2)  In accordance with his employment agreement dated January 1, 2002, Mr. Reed
     received fully vested options to purchase 1,320,000 shares of our common
     stock at an exercise price of $0.03 per share.


Compensation of Directors

Our directors who are employees of our company or our subsidiaries do not
receive any compensation for their services as directors. Non-employee directors
are entitled to standardized stock option grants on the first day of a
directorship year which begins on the date of election to the board. It is

                                       35


pro-rated for a new director appointed after a board year has begun. Directors
receive a grant of 200,000 options to purchase common stock at an exercise price
equal to the closing price on the date of appointment; if the director becomes a
board committee chairman the option is increased by 50%, and if the director is
elected as chairman of the board, the options are increased by 100%.

Effective July 1, 2001, we entered into an Agreement for Services with Mr.
Murray for his services as Chairman of the Board. The agreement expired June 30,
2003. The agreement provided Mr. Murray with options to purchase 175,000 shares
of our common stock per annum at an exercise price of $0.11 per share, vesting
in quarterly installments and exercisable for three years from the date of the
agreement, which remain exercisable. The agreement was modified effective May 1,
2002 to prospectively terminate the base compensation and harmonize the
agreement with the standard fees for non-employee directors. During fiscal year
2002, Mr. Murray received $41,667 in fees for his services as chairman and
director that were paid in the form of unregistered common stock; because of the
modification on May 1, 2002, he was not entitled to compensation during fiscal
year 2003 under the agreement that expired on June 30, 2003.

Employment Contracts and Termination of Employment and Change-in-Control
Agreements.

Mr. Antenucci.

We entered into a three-year employment agreement with John C. Antenucci,
effective May 1, 2002 to continue his employment as President and CEO of PGRA.
The agreement set Mr. Antenucci's base salary at $157,000 per year with
provisions for certain incentive bonuses consisting of an amount equal to 1.5%
of amount by which revenues exceed targeted revenues, an amount equal to 10% of
the amount by which net income exceeds zero, an additional general performance
bonus paid in either cash or stock options that may not exceed 15% of salary for
the year for the former and may not exceed 0.5% of outstanding shares if paid in
options and a stock appreciation award in stock options to acquire 0.5% of
outstanding shares on the first occasion that the closing price of PGRA remains
at or above 25 cents per share for 30 consecutive days, 1% of outstanding shares
upon first occasion that the closing price remains at or above 50 cents for 30
days and 2% of outstanding shares on the first occasion that PGRA is listed on
NASDAQ, AMEX or NYSE .

Compensation may be increased or decreased from time to time by the board of
directors but may not be reduced by more that 10%. In exchange for relinquishing
his entitlement to anti-dilution stock options for the period subsequent to June
30, 1998 contained in his prior employment agreement that had not been granted
and for which the issue of such options had been held in abeyance, Mr. Antenucci
also received a one time grant of options equal to 2% of the outstanding shares
on the date of his agreement to acquire shares of common stock at an exercise
fee of seven cents, an entitlement to further grants of options on each
anniversary of the agreement equal to 1% of the outstanding shares to be
immediately fully vested and priced at the closing price on such anniversary
date and the right upon termination of the agreement to two computers with
related peripheral and communications devices not to exceed $10,000.

The agreement provides for continuation of compensation upon termination for
convenience of the company, for resignation upon change of control or
non-renewal at an amount equal to one month of compensation for each year of
service to the corporation; upon resignation of the executive or upon death or
disability equal to three months compensation.

Mr. Antenucci is also entitled to life insurance in the amount of $1,000,000
plus $250,000 AD&D paid by the company, automobile allowance of $450 per month
and reimbursement of expenses and fees incidental to his position. In addition,
as compensation for his guarantee of company debt, he is to receive at the end
of each fiscal year compensation equal to 5% of the weighted average of the
amount of debt that was personally guaranteed by him, paid in the form of cash
or stock options and if paid in options they will be priced at the closing price
of PGRA at the day prior to grant.

Mr. Beisser.

We entered into a new one-year employment agreement with Frederick G. Beisser,
effective January 1, 2002 to continue his employment as Senior Vice
President--Finance of PGRA. The agreement set Mr. Beisser's base salary at
$66,000 per year with provisions for bonuses up to 20% of base salary if certain
goals are achieved. Compensation may be increased or decreased from time to time
by the board of directors but may not be reduced by more that 10%.

                                       36


In exchange for relinquishing his entitlement to anti-dilution stock options for
the period subsequent to June 30, 1998 contained in his prior employment
agreement that had not been granted and for which the issue of such options had
been held in abeyance, Mr. Beisser received a one time grant of options to
acquire 880,000 shares of common stock at an exercise fee equal to the closing
price of three cents per share on January 1, 2002 or the most recent closing
price preceding that date.

The agreement provides for continuation of compensation upon termination for
convenience of the company, for resignation upon change of control or
non-renewal at an amount equal to one month of compensation for each year of
service to the corporation; upon resignation of the executive or upon death or
disability equal to three months compensation. Mr. Beisser is also entitled to
life insurance in the amount of $150,000 plus $100,000 AD&D paid by the company,
automobile allowance of $225 per month and reimbursement of expenses and fees
incidental to his position. We recently extended Mr. Beisser's employment
agreement a second time through September 30, 2005.

Mr. Reed.

We entered into a one-year employment agreement with J. Gary Reed, effective
January 1, 2002 to continue his employment as Senior Vice President--Chief
Operating Officer of PGI-MD. The agreement set Mr. Reed's base salary at
$125,000 per year with provisions for bonuses up to 40% of base salary if
certain goals are achieved. Compensation may be increased or decreased from time
to time by the board of directors but may not be reduced by more that 10%.

In exchange for relinquishing his entitlement to anti-dilution stock options for
the period subsequent to June 30, 1998 contained in his prior employment
agreement that had not been granted and for which the issue of such options had
been held in abeyance, Mr. Reed received a one time grant of options to acquire
1,220,000 shares of common stock at an exercise fee equal to the closing price
of three cents per share on January 1, 2002 or the most recent closing price
preceding that date.

The agreement provides for continuation of compensation upon termination for
convenience of the company for 12 months, upon resignation of the executive or
absence of renewal or extension by the company for six months, and upon death or
disability for three months. Mr. Reed is also entitled to life insurance in the
amount of $250,000 plus $100,000 AD&D paid by the company, automobile allowance
of $250 per month and reimbursement of expenses and fees incidental to his
position. We recently extended Mr. Reed's employment agreement a second time
through September 30, 2005.

Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities Authorized for Issuance Under Equity Compensation Plans.




                                  EQUITY COMPENSATION PLAN INFORMATION
                                      (As of September 30, 2003)

                                    (a)                             (b)                          (c)
Plan Category              Number of securities to be   Weighted average exercise        Number of
                           issued upon exercise of      price of outstanding options,    securities remaining
                           outstanding options,         warrants and rights.             available for future
                           warrants and rights.                                          issuance under equity
                                                                                         compensation plans
                                                                                         (excluding securities re-
                                                                                         reflected in column (a)).
                                                                                      
Equity Compensation plan
  approved by security
  holders.                       8,448,634                      $0.06                          3,395,542

Equity Compensation plans
  not approved by security
  holders                        5,170,331                      $0.18                            209,766
                                ----------                      -----                          ---------
Total                           13,618,965                      $0.14                          3,605,308
                                ----------                      -----                          ---------


                                       37



The 209,766 unissued stock options not approved by shareholders represent the
remaining balance existing in the 1995 Stock Option plan. There are no longer
any outstanding grants of options as all previous grants have expired. The plan
terminates automatically on March 21, 2005.

The 5,170,331 securities to be issued upon exercise of outstanding options or
warrants represents warrants issued as follows:

     Advisory Services. Warrants were issued in fiscal 2002 to acquire a total
     of 3,857,212 shares of common stock in exchange for advisory services
     related to our shareholder rights offering. A total of 973,166 warrants
     were issued from fiscal 1999 through 2001 for advisory and consulting
     services.

     Private Offerings. Warrants were issued during fiscal years 2000 through
     2001 to acquire 339,953 shares of common stock pursuant to the terms of
     private offerings completed during those fiscal years.


The following parties own more than five percent of our common stock as of
September 30, 2003:

- --------------------------------------------------------------------------------
      Name and Address of         Amount & Nature of Beneficial       Percentage
       Beneficial Owner                    Ownership
- --------------------------------------------------------------------------------

ICTS 1994 (USA) Inc.              17,142,8573
1 Rockefeller Plaza, Suite 2412   Sole dispositive and voting power      17.6%
New York, NY 10020

(1)  According to information on Schedule 13G filed with the SEC on March 21,
     2002, ICTS 1994 (USA) Inc., a corporation organized in the State of New
     York, holds 17,142,857 shares of our Common Stock. Based upon information
     in that filing, M. Albert Nissim, President, has sole voting control over
     the corporation.

Security ownership of management:

The directors and officers of PGRA own the following percentages of our common
stock as of December 18, 2002:
- --------------------------------------------------------------------------------
  Name and Address of                 Amount & Nature of Beneficial   Percentage
   Beneficial Owner                             Ownership
- --------------------------------------------------------------------------------

John C. Antenucci                             9,257,777(1)                8.7%
President, Acting CEO and Director   Sole dispositive and voting power
c/o PlanGraphics, Inc.
112 East Main Street
Frankfort, KY 40601

Frederick G. Beisser                          1,359,900(2)                1.4%
Vice President - Finance &           Sole dispositive and voting power
Administration, Secretary,
Treasurer and Director
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

Gary S. Murray                               18, 297,345(3)              15.8%
Chairman and Director                      Sole voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

Raymund E. O'Mara                              713,536(4)                 0.7%
Director                            Sole dispositive and voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

J. Gary Reed                                  1,364,715(5)                1.4%
Director                            Sole dispositive and voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, Colorado 80134

William S. Strang                             6,014,286(6)                5.8%
Director                            Sole dispositive and voting power
c/o PlanGraphics, Inc.
19039 East Plaza Drive, Suite 245
Parker, CO 80134

All Directors and Officers
As a group (6 persons)                 --------------------------        -----
                                              36,707,599                 27.4%
                                       --------------------------        -----

                                       38


(1)  Includes 2, 913,472 shares of common stock issuable pursuant to the
     exercise of options and 13,000 shares of common stock owned by Mr.
     Antenucci's spouse, for which he is deemed to be a beneficial owner.

(2)  Includes 880,000 shares of common stock issuable pursuant to the exercise
     of options.

(3)  Includes 7,116,246 shares of common stock and 595,000 shares of common
     stock issuable pursuant to the exercise of options for Mr. Murray in direct
     ownership. Also includes 10,586,099 shares of common stock owned by
     HumanVision L.L.C. Mr. Murray, as a member and managing director, is a
     control person of HumanVision L.L.C.

(4)  Includes 635,500 shares of common stock issuable pursuant to the exercise
     of options.

(5)  Includes 1,320,000 shares of common stock issuable pursuant to the exercise
     of options.

(6)  Includes 300,000 shares of commons stock issuable pursuant to the exercise
     of options.


Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John C. Antenucci, President and a director of PGRA, is a 10% partner in the
organization that owns the facilities in Frankfort, Kentucky, leased by PGI-MD.
The annual lease cost is approximately $327,000 per year for 20,500 square feet.
PGI-MD entered into the lease in 1995, prior to the acquisition of PGRA. When
entered into, the lease rate exceeded the fair market value for similar
facilities in the area by approximately 20%. This transaction, however, was
considered to be in the best interests of PGI-MD at that time by the
disinterested members of its Board of Directors.

John C. Antenucci, President and a director of PGRA, personally guaranteed an
obligation of PGRA on September 22, 1997. As consideration for such guaranty,
PGRA agreed to pay Mr. Antenucci 5% of the outstanding loan balance on an annual
basis. PGRA has not paid all monies owed to Mr. Antenucci pursuant to this
agreement and to date, the outstanding balance of the debt owed Mr. Antenucci is
$20,175. The agreement was considered to be in the best interests of PGRA at the
time of the agreement by the disinterested members of its Board of Directors.

                                       39


Gary S. Murray, Chairman and a director of PGRA, is the principal owner and
executive officer of HumanVision L.L.C. On July 1, 2001, we entered into a
consulting agreement with HumanVision L.L.C. Compensation for the consulting
services of HumanVision L.L.C. consists of performance options to purchase
322,581 shares of common stock at an exercise price of $0.11 per share if our
market capitalization exceeds $30,000,000 for twenty of thirty consecutive
business days at any time prior to June 30, 2002, and an additional 322,581
shares of common stock at an exercise price of $0.11 per share if our market
capitalization exceeds $60,000,000 for twenty of thirty consecutive business
days at any time prior to June 30, 2002. The options will be exercisable for a
period of three years from the date of issue. The agreement also provides for a
success fee of 1.5% of the transaction value in the event of a successful merger
or acquisition of stock or assets. Both parties subsequently executed a
modification of the agreement effective May 1, 2002 that caused annual
compensation paid in common stock to cease as of April 30, 2002 in order to
align the agreement with the new standard compensation arrangements for our
non-employee directors.

On February 1, 2002, two officers of PGRA, Frederick G. Beisser and John C.
Antenucci, borrowed $8,750 and $175,000, from PGRA and PGI-MD, respectively.
Repayment of the notes was due by February 1, 2004. The borrowed sums were used
to exercise subscription rights to purchase 250,000 and 5,000,000 shares of
common stock, respectively, in the rights offering that expired on the same
date. The notes receivable have been recorded as a reduction to common stock.
Each company's Board of Directors approved the loan of funds to each of its
officers as being in the company's best interest because it will provide greater
incentives to continue employment and motivation to strive for the success of
the company so that the value of our common stock will increase. Balances due on
the notes at September 30, 2003 were $7,750 and $175,000 for Mr. Beisser and Mr.
Antenucci, respectively. Subsequent to September 30, 2003, each officer has paid
his balance in full. At the time of approval by the Board of Directors, such
loans were in full compliance with the rules and regulations of the Securities
and Exchange Commission.

On August 14, 2002 Human Vision, LLC, a related party in which one of our
directors is a control person, agreed to provide a compensating balance deposit
of $200,000 at BB&T to facilitate a temporary increase to our line of credit,
pending our collection of certain receivables due to us from a major local
government entity. Upon collection of the receivable, we paid temporary increase
in full on February 13, 2003 and caused the compensating balance to be released
back to Human Vision LLC. The arrangement also entitled Human Vision LLC to
interest at the rate published in the Wall Street Journal during the period in
which the compensating balance was on deposit and was secured by a lien on our
accounts receivable.

During the third and fourth quarters of fiscal year 2003, an officer of the
Company, Mr. Antenucci, made a number of working capital loans to PGI. As of
September 30, 2003, the amount owed to the officer was $158,400 plus accrued
interest of $1,697; the amount is documented by a demand note bearing interest
at 4.5% per annum and secured by a lien on our interest in Jobview.com which has
a book value of $56,389. The amount owed to Mr. Antenucci at September 30, 2003,
including accrued interest of $1,697, is $160,097.

Subsequent to September 30, 2003 we obtained a temporary addition to our asset
based line of credit with BB&T in the amount of $150,000. The transaction is
evidenced by a promissory note dated October 28, 2003, bearing interest at 2%
per annum wit a maturity date of January 28, 2004. The additional funding was
made available by a compensating balance deposit provided by a related party,
Human Vision LLC, which is controlled by a director of PGI. The temporary
addition to the line of credit was paid in full during the second quarter of FY
2004.

On January 7, 2005 we entered into a 12-month financing arrangement with K
Capital Partners, Inc. ("KCap") under which KCap will purchase up to $1.5
million of accounts receivable invoices for which it will initially pay us 80%
of the face value. Upon collection of the invoices KCap will remit the remaining
20% of the invoice less varying levels of discount dependent upon the age of the
receivables at the time of collection.

                                       40


                                     PART IV

Item 13- EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following financial statements, schedules and exhibits are filed as a
part of this report:

1. Financial Statements

2. Exhibit Index

The following exhibits are filed as part of this Report:

Exhibit
Number         Description of Exhibit
- ------         ----------------------

3.1            Amended and Restated Articles of Incorporation of PGRA (filed
               with our Definitive Proxy Statement dated May 3, 1991 and
               incorporated herein by reference).

3.2            Articles of Amendment to the Articles of Incorporation dated July
               30, 1997 (filed with Current Report, Form 8-K, on August 15, 1997
               and incorporated herein by reference).

3.3            Articles of Amendment to the Articles of Incorporation dated May
               02, 2002 changing the name of the Company to PlanGraphics, Inc.
               (filed with our Annual Report on Form 10-KSB on December 30, 2002
               and incorporated herein by reference).

3.4            Amended and Restated Bylaws of PlanGraphics, Inc. adopted by the
               Board of Directors on October 7, 2002 (filed with our Annual
               Report on Form 10-KSB on December 30, 2002 and incorporated
               herein by reference).

4.1            Specimen Stock Certificate of PlanGraphics, Inc. (filed with our
               Annual Report on Form 10-KSB on December 30, 2002 and
               incorporated herein by reference).

4.2            1995 Stock Incentive Plan (filed with Registration Statement on
               Form S-8 on September 30, 1996 and incorporated herein by
               reference).

4.3            1997 Equity Incentive Plan (filed with Annual Report on Form
               10-KSB on January 13, 1998 and incorporated herein by reference).

4.4            Equity Compensation Plan (filed with Registration Statement on
               Form S-8 on September 8, 1999 and incorporated herein by
               reference).

4.5            Form of Warrant issued to Crossways Consulting Group, Inc. and to
               Brean Murray & Co., Inc. (filed with Registration Statement on
               Form SB-2/A on August 20, 2001 and incorporated herein by
               reference).

10.1           Agreement for Services with Crossways Consulting Group, Inc.
               dated February 28, 2001. (filed with Registration Statement on
               Form SB-2 on March 26, 2001 and incorporated herein by
               reference).

10.2           Letter Agreement with Brean Murray & Co., Inc. dated March 13,
               2001 (filed with Registration Statement on Form SB-2 on March 26,
               2001 and incorporated herein by reference).

10.3           Agreement for Services dated July 1, 2001 between PGRA and Gary
               S. Murray (filed with Registration Statement on Form SB-2/A on
               August 20, 2001 and incorporated herein by reference).

                                       41


10.5           Consulting Services Agreement dated July 1, 2001 between PGRA and
               HumanVision L.L.C. (filed with Registration Statement on Form
               SB-2/A on August 20, 2001 and incorporated herein by reference).

10.6           Convertible Promissory Note by and between PGRA and HumanVision
               L.L.C. (filed with Annual Report on Form 10-KSB on February 20,
               2001 and incorporated herein by reference).

10.7           Stock Pledge Agreement by and between PGRA and HumanVision L.L.C.
               (filed with Annual Report on Form 10-KSB on February 20, 2001 and
               incorporated herein by reference).

10.8           Guaranty by ISIS in favor of HumanVision L.L.C. (filed with
               Annual Report on Form 10-KSB on February 20, 2001 and
               incorporated herein by reference).

10.9           Promissory Note issued to Evans, Mechwart, Hambleton & Tilton,
               Inc. dated November 7, 2000 (filed with Registration Statement on
               Form SB-2/A on June 13, 2001 and incorporated herein by
               reference).

10.10          Convertible Promissory Note by and between PGRA and HumanVision,
               L.L.C. dated May 15, 2001 (filed with Registration Statement on
               Form SB-2/A on June 13, 2001 and incorporated herein by
               reference).

10.11          First Amendment to Promissory Notes by PGRA for the benefit of
               HumanVision LLC dated May 21, 2001 (filed with Registration
               Statement on Form SB-2/A on June 13, 2001 and incorporated herein
               by reference).

10.12          Loan Agreement dated May 31, 2001 by and between Branch Banking
               and Trust Company, PlanGraphics, Inc., John C. Antenucci and
               Robin L. Antenucci (filed with Registration Statement on Form
               SB-2/A on June 13, 2001 and incorporated herein by reference).

10.13          Security Agreement dated May 31, 2001 by and between Branch
               Banking and Trust Company and PlanGraphics, Inc. (filed with
               Registration Statement on Form SB-2/A on June 13, 2001 and
               incorporated herein by reference).

10.14          Promissory Note by PlanGraphics, Inc. in favor of Branch Banking
               and Trust Company dated May 31, 2001 (filed with Registration
               Statement on Form SB-2/A on June 13, 2001 and incorporated herein
               by reference).

10.15          Guaranty Agreement dated May 31, 2001 by John C. Antenucci (filed
               with Registration Statement on Form SB-2/A on June 13, 2001 and
               incorporated herein by reference).

10.16          Customer Contract with the City of New York (filed with
               Registration Statement on Form SB-2/A on August 20, 2001 and
               incorporated herein by reference).

10.17          Employment Agreement between PGRA and J. Gary Reed, dated January
               1, 2002, and executed on April 22, 2002 (filed with quarterly
               report for March 31, 2002 and incorporated herein by reference).

10.18          Employment Agreement between PGRA and Frederick G. Beisser, dated
               January 1, 2002 and executed on May 2, 2002 (filed with quarterly
               report for March 31, 2002 and incorporated herein by reference).

10.19          Employment Agreement between PGRA and John C. Antenucci, dated
               and executed on May 1, 2002 (filed with quarterly report for
               March 31, 2002 and incorporated herein by reference).

10.20          First Amendment to Agreement for Services dated May 1, 2002
               between PGRA and Gary S. Murray (filed with our Annual Report on
               Form 10-KSB on December 30, 2002 and incorporated herein by
               reference).

                                       42


10.21          Forbearance Agreement with Branch Banking & Trust, dated October
               22, 2004 (filed on Form 8-K, dated October 22, 2004 and
               incorporated herein by reference) .

10.22          Second Forbearance Agreement with Branch Banking & Trust, dated
               December 22, 2004 (filed on Form 8-K dated December 22, 2004 and
               incorporated herein by reference).

10.23          Extension of Beisser Employment Agreement, dated December 28,
               2004 (filed on Form 8-K, dated December 22, 2004 and incorporated
               herein by reference).

10.24          Extension of Reed Employment Agreement, letter dated December 28,
               2004 (filed on Form 8-K, dated December 28, 2004 and incorporated
               herein by reference).

10.25          Agreement with K Capital Partners, Inc. executed January 7, 2005
               (filed on Form 8-K, dated January 7, 2005 and incorporated herein
               by reference).

10.26          Agreement with Rockland Credit Finance LLC. executed February 17,
               2005 (filed on Form 8-K, dated February 17, 2005 and incorporated
               herein by reference).

14.1           Code of Ethics for Senior Financial Officers implemented by Board
               Decision on October 7, 2002 (filed with our Annual Report on Form
               10-KSB on December 30, 2002 and incorporated herein by
               reference).

21.1           List of Subsidiaries. *

31.1           Section 302 Certificate of the principal executive officer, dated
               March 14, 2005. *

31.2           Section 302 Certificate of the principal financial & accounting
               officer, dated March 14, 2005. *

32.1           Section 906 Certificate of the principal executive officer, dated
               March 14, 2005. *

32.2           Section 906 Certificate of the principal financial & accounting
               officer, dated March 14, 2005. *

- -----------------------
*        Filed herewith.




(b) Reports on Form 8-K.

During the fourth quarter of the fiscal year ended September 30, 2003 we filed
Form 8-K on August 15, 2003 reporting the results of operations for the quarter
ended June 30, 2003.


                                       43


Item 14 - Principal Accountant Fees and Services.


Services fees paid or payable to auditing firm:

                                            2003       2002
                                          --------   --------
                                              $          $
                                            ----       ----

                  Audit Fees(1)           $ 75,910   $ 97,268

                  Audit-Related Fees(2)      5,680     45,972

                  Tax Fees                    --         --

                  All Other Fees(3)          7,776       --
                                          --------   --------


                  Total(1)                $ 89,366   $143,240
                                          ========   ========


(1) These amounts do not include a $10,018 review fee paid to former auditors
during FY2002.

(2) This amount does not include a $10,000 audit opinion reissue fee paid to
former auditors during FY 2003.

(3) Other fees include amounts paid for research of accounting principles
related to planned activities of PGI. These were approved by the Audit
Committee.

Percentage of hours on audit engagement performed by non-FTEs: There was no
audit work performed by non-full time employees.

Audit Committee pre-approval policies and procedures:
In accordance with the Amended and Restated Audit Committee Charter of March 21,
2003 as provided with our Proxy Statement dated April 1, 2003, the Audit
Committee reviews with the independent auditors and financial management of the
Company the scope of the proposed audit and timely quarterly reviews for the
current year and as well as non-audit services requested and the audit
procedures to be utilized. The Audit Committee also approves all audit and any
non-audit services for which the independent auditors may be retained.


                                       44




                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                               PLANGRAPHICS, INC.


Date: 3/14/2005                                  By: /S/ John C. Antenucci
- ---------------                                  -------------------------
                                                 John C. Antenucci
                                                 President and
                                                 Acting Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated. The signatures below also constitute power of attorney for the
Principal Accounting Officer of the company with the advice of legal and
accounting advisors to file amendments as required to insure full and complete
disclosure of this form 10-KSB.

     Signature                          Title                          Date
     ---------                          -----                          ----


/S/ Fred Beisser              Senior Vice President--Finance         3/14/2005
- ----------------              and, Secretary, Treasurer,
Frederick G. Beisser          Principal Financial &
                              Accounting Officer


/S/ John C. Antenucci         CEO, President                         3/14/2005
- ---------------------         and Director
John C. Antenucci


/S/ Ray O'Mara                Director                               3/08/2005
- --------------
Raymund E. O'Mara


                              Chairman of the Board
- ---------------------         and Director
Gary S. Murray


/S/ William Strang            Director                               3/14/2005
- ------------------
William Strang


                                       45



                               PLANGRAPHICS, INC.
                              Financial Statements
                                  2003 and 2002




                                TABLE OF CONTENTS




                                                                            Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    AUDITOR'S REPORT                                                         F-2



FINANCIAL STATEMENTS

  CONSOLIDATED BALANCE SHEETS                                                F-3

  CONSOLIDATED STATEMENTS OF OPERATIONS                                      F-4

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                            F-5

  CONSOLIDATED STATEMENTS OF CASH FLOWS                                      F-6

  CONSOLIDATED NOTES TO FINANCIAL STATEMENTS                                 F-7






                                      F-1





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Board of Directors and Shareholders
PlanGraphics, Inc.

We have audited the accompanying consolidated balance sheets of PlanGraphics,
Inc. (a Colorado Corporation) and subsidiary as of September 30, 2003 and 2002,
and the related consolidated statements of operations, shareholders' equity, 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Plan Graphics, Inc.
and subsidiary as of September 30, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, the Company has sustained net losses, has a
working capital deficit and has not extended its matured debt agreements. 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 described
in Note B. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




Cincinnati, Ohio
November 20, 2003




                                       F-2




                                        PLANGRAPHICS, INC.

                                   CONSOLIDATED BALANCE SHEETS

                                          September 30,

        ASSETS                                                           2003            2002
                                                                    ------------    ------------
                                                                              
CURRENT ASSETS
  Cash and cash equivalents                                         $     28,216    $     60,806
  Accounts receivable, less allowance for doubtful accounts of
    $30,892 and $13,609 for 2003 and 2002, respectively                3,777,352       3,205,060
  Prepaid expenses and other                                              49,572         115,236
                                                                    ------------    ------------
        Total current assets                                           3,855,140       3,381,102
                                                                    ------------    ------------

PROPERTY AND EQUIPMENT
  Land and building under capital lease - related party                1,866,667       1,866,667
  Equipment and furniture                                                889,072         849,159
  Other leased assets                                                       --           255,602
                                                                    ------------    ------------
                                                                       2,755,739       2,971,428
    Less accumulated depreciation and amortization                     1,562,030       1,599,673
                                                                    ------------    ------------
                                                                       1,193,709       1,371,755
                                                                    ------------    ------------

OTHER ASSETS
  Goodwill, net of accumulated amortization of
     $1,510,446 for 2003 and 2002                                      1,860,499       3,948,343
  Software, for future project use, net of accumulated
     amortization of $27,598 in 2003                                     371,098            --
  Other                                                                   95,790         115,181
                                                                    ------------    ------------
                                                                       2,327,387       4,063,524
                                                                    ------------    ------------

                                                                    $  7,376,236    $  8,816,381
                                                                    ============    ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable - current maturities                                $    800,273    $    880,082
  Notes payable - related parties                                        158,400            --
  Obligations under capital lease - related party, current               133,315         117,103
  Accounts payable                                                     1,120,971         920,886
  Accrued payroll costs and vacations                                  1,089,447         472,162
  Accrued expenses                                                       370,183         112,305
  Accrued expenses - related party                                        51,899            --
  Deferred revenue and prebillings                                       555,239         450,829
                                                                    ------------    ------------
        Total current liabilities                                      4,279,727       2,953,367
                                                                    ------------    ------------

LONG-TERM LIABILITIES
  Long-term obligations under capital leases - related
   party, less current maturities                                      1,222,715       1,356,030
   Notes payable, less current maturities                                200,000            --
                                                                    ------------    ------------
        Total long-term liabilities                                    1,422,715       1,356,030
                                                                    ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Convertible preferred stock, $.001 par value, 20,000,000 shares
   authorized, no shares issued or outstanding                              --              --
  Common stock, no par value, 2,000,000,000 shares authorized,
    97,214,418 and 97,214,418 shares issued and outstanding           20,688,118      20,688,118
  Notes receivable for equity transactions                              (182,750)       (183,750)
  Accumulated deficit                                                (18,831,574)    (15,997,384)
                                                                    ------------    ------------
                                                                       1,673,794       4,506,984
                                                                    ------------    ------------

                                                                    $  7,376,236    $  8,816,381
                                                                    ============    ============


The accompanying notes are an integral part of these statements.

                                             F-3


                                       PLANGRAPHICS, INC.

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                   Years ended September 30,

                                                                    2003             2002
                                                                ------------    ------------

Revenues                                                        $  7,905,661    $  8,159,275

Cost of sales:
  Direct contract costs                                            4,900,814       5,006,056
  Salaries and employee benefits                                   1,919,912       1,667,197
  General and administrative expenses                              1,019,349       1,058,556
  Marketing expenses                                                 274,665         272,933
  Other operating expenses                                           265,433         257,536
  Gain on sale of assets                                                (850)           --
  Goodwill impairment                                              2,087,844            --
                                                                ------------    ------------
         Total costs and expenses                                 10,467,167       8,262,278
                                                                ------------    ------------

         Operating loss                                           (2,561,506)       (103,003)
                                                                ------------    ------------

Other income (expense):
  Other income                                                        28,223          25,141
  Interest expense                                                  (300,907)       (315,258)
                                                                ------------    ------------
                                                                    (272,684)       (290,117)
                                                                ------------    ------------


         NET LOSS                                               $ (2,834,190)   $   (393,120)
                                                                ============    ============

Basic and diluted loss per common share                         $      (0.03)   $      (0.01)
                                                                ------------    ------------

Weighted average number of shares of common stock outstanding     97,214,418      64,228,797
                                                                ============    ============





The accompanying notes are an integral part of these statements.

                                             F-4


                                                  PLANGRAPHICS, INC.

                                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                      Years ended September 30, 2003 and 2002


                                                     Common Stock
                                             ---------------------------       Notes        Accumulated
                                                Shares         Amount       Receivable        Deficit         Total
                                             ------------   ------------   ------------    ------------    ------------

Balance, October 1, 2001                       19,649,539   $ 18,103,781   $       --      $(15,604,264)   $  2,499,517

Issuance of common stock under
     shareholder rights offering               76,757,134      2,538,810           --              --         2,538,810

Issuance of common stock for services             807,745         45,527           --              --            45,527

Notes receivable from officers
     for purchase of common stock                    --             --         (183,750)           --          (183,750)

Net loss                                             --             --             --          (393,120)       (393,120)
                                             ------------   ------------   ------------    ------------    ------------

Balance at September 30, 2002                  97,214,418     20,688,118       (183,750)    (15,997,384)      4,506,984

Payments of notes receivable from officers
     for purchase of common stock                    --             --            1,000            --             1,000

Net loss                                             --             --             --        (2,834,190)     (2,834,190)
                                             ------------   ------------   ------------    ------------    ------------

Balance at September 30, 2003                  97,214,418   $ 20,688,118   $   (182,750)   $(18,831,574)   $  1,673,794
                                             ============   ============   ============    ============    ============









The accompanying notes are an integral part of these statements.

                                                       F-5


                                         PLANGRAPHICS, INC.

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 For the years ended September 30,

                                                                            2003           2002
                                                                        -----------    -----------
Cash flows provided by (used in) operating activities:
  Net loss                                                               (2,834,190)   $  (393,120)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                           260,942        227,060
    Provision for losses on accounts receivable                              17,283            855
    Stock options and warrants for services                                    --           45,527
    Gain on disposition of assets                                              (850)          --
    Impairment of goodwll                                                 2,087,844           --
    Changes in operating assets and liabilities
      Accounts receivable                                                  (589,575)    (1,071,176)
      Prepaid expenses and other                                             65,664          7,908
      Other assets                                                            4,006        (13,222)
      Software for future project use                                      (398,696)          --
      Accounts payable                                                      200,085       (403,751)
      Accrued expenses                                                      903,397       (589,580)
      Deferred revenue and prebillings                                      104,410        269,254
                                                                        -----------    -----------
       Net cash used in operating activities                               (179,680)    (1,920,245)
                                                                        -----------    -----------

Cash flows used in investing activities:
  Purchases of equipment                                                    (39,913)      (139,106)
  Proceeds from sale of fixed assets                                            850           --
                                                                        -----------    -----------
       Net cash used in investing activities                                (39,063)      (139,106)
                                                                        -----------    -----------

Cash flows provided by (used in) financing activities:
  Checks written against future deposits                                       --          (24,100)
  Proceeds from debt                                                      3,025,199      2,510,362
  Payments on debt                                                       (2,881,343)    (2,419,061)
  Proceeds from notes payable - related parties                             280,207           --
  Payments on note payable - related parties                               (121,807)          --
  Payments on obligations under capital lease                              (117,103)      (239,085)
  Proceeds from issuance of common stock, net of stock issuance costs          --        2,273,242
  Repayment of note receivable for stock purchase                             1,000           --
                                                                        -----------    -----------
       Net cash provided by financing activities                            186,153      2,101,358
                                                                        -----------    -----------

Net increase (decrease) in cash                                             (32,590)        42,007
Cash and cash equivalents at beginning of year                               60,806         18,799
                                                                        -----------    -----------

Cash and cash equivalents at end of year                                     28,216    $    60,806
                                                                        ===========    ===========


The accompanying notes are an integral part of these statements.

                                               F-6



                               PLANGRAPHICS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1. The Company
     --------------

     These consolidated financial statements include the accounts of
     PlanGraphics, Inc. (a Colorado Corporation) and those of its wholly owned
     subsidiary PlanGraphics, Inc. (a Maryland Corporation) and the latter's
     wholly owned subsidiary, RTD2M (collectively the "Company"). The Company, a
     full life-cycle systems integration and implementation firm, provides a
     broad range of services in the design and implementation of information
     technology in the public and commercial sectors. Its capabilities include
     business and web-enabled solutions exploiting the advanced technologies of
     spatial information management systems (otherwise known as geographic
     information systems), data warehousing, electronic document management
     systems and internal and external networks. Approximately 98% of its
     customers are primarily federal, state and local governments, and
     utilities; and the remainder are commercial enterprises. The customers are
     located in United States and foreign markets requiring locational or
     "spatial" information. All significant inter-company accounts and
     transactions have been eliminated in consolidation.

     In July 2003, the Company established a wholly owned subsidiary, RTD2M, a
     Kentucky corporation (see Note H6, below). The financial results of this
     new subsidiary are consolidated in these financial statements.

     2. Cash and Cash Equivalents
     ----------------------------

     The Company considers all highly liquid investments purchased with an
     original maturity of three months or less to be cash equivalents.

     3. Goodwill
     -----------

     Goodwill represents the excess of the cost over the fair value of its net
     assets acquired at the date of acquisition.

     Effective October 1, 2001, the Company adopted Statement of Financial
     Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
     Assets". Under the provisions of SFAS No. 142, the Company no longer
     amortizes goodwill. The Company tests goodwill for impairment at least
     annually on the first day of its fiscal year.

     The Company retains an independent valuation firm to assist in completing
     step one of the annual test required by FAS 142, Goodwill and Other
     Intangible Assets, to determine whether there was a potential impairment of
     goodwill. Primarily based on a value that considers the income approach,
     the market approach and the asset approach, an estimate of the fair value
     of the Company's single reporting unit, including goodwill, is determined.
     The Company as a whole is considered one reporting unit. If the carrying
     value of its reporting unit exceeds its fair value, additional steps as
     required by FAS 142 are followed to recognize a potential impairment loss.
     Calculating the fair value of the reporting unit requires significant
     estimates and assumptions by management in developing expectations of
     future revenues and expenses. These estimates are consistent with the plans

                                      F-7


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     and estimates that are used to manage the underlying business. The
     valuation firm also applies significant judgments and assumptions obtained
     by independent research into the prevailing economic climate existing at
     the appraisal date, market and industry conditions, as well as management's
     expectations of the future in the application of these methods that result
     in an estimate of fair value of the reporting unit. No impairment loss was
     recognized the fiscal year ended September 30, 2002; however, the Company
     recorded an impairment loss of $2,087,844 for the fiscal year ended
     September 30, 2003.

     4. Property, Equipment and Depreciation and Amortization
     --------------------------------------------------------

     Property and equipment are recorded at cost. Depreciation is provided
     primarily using the straight-line method over the estimated useful lives
     ranging from 5 to 31 years. Depreciation and amortization expense on
     property and equipment was $217,959 and $227,060 for the years ended
     September 30, 2003 and 2002, respectively. Maintenance and repairs are
     charged to expense as incurred and expenditures for major improvements are
     capitalized. When assets are retired or otherwise disposed of, the property
     accounts are relieved of costs and accumulated depreciation, and any
     resulting gain or loss is credited or charged as an expense to operations.

     5. Revenue and Cost Recognition
     -------------------------------

     Revenues from fixed fee projects are recognized on the percentage of
     completion method using total costs incurred to date to determine the
     percent complete. Revenues for projects are recognized as services are
     provided for time and material projects. Revisions in cost and profit
     estimates during the course of the work are reflected in the accounting
     period in which they become known.

     Contract costs include all direct material and labor costs and those
     indirect costs related to contract performance, such as subcontracted
     labor, supplies, tools, repairs and depreciation costs. General and
     administrative costs are charged to expense as incurred. Deferred revenue
     represents retainage and prepayments in connection with these contracts, as
     well as amounts billed in excess of amounts earned under percentage of
     completion accounting.

     6. Income Taxes
     ---------------

     The Company accounts for income taxes under SFAS No. 109, "Accounting for
     Income Taxes." Deferred income taxes result from temporary differences.
     Temporary differences are differences between the tax basis of assets and
     liabilities and their reported amounts in the financial statements that
     will result in taxable or deductible amounts in future years.


                                      F-8


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     7. Net Loss Per Share
     ---------------------

     The Company provides for the calculation of "Basic" and "Diluted" earnings
     per share in accordance with SFAS No. 128, "Earnings Per Share". Basic
     earnings per share includes no dilution and is computed by dividing income
     (loss) available to common stockholders by the weighted average number of
     common shares outstanding for the period. Diluted earnings per share
     reflect the potential dilution of additional securities that could share in
     the earnings of an entity from the conversion of outstanding options and
     warrants, when appropriate.

     For the years ended September 30, 2003 and 2002, total stock options and
     stock warrants convertible into 13,618,965 and 11,859,251 shares,
     respectively, of common stock were not included in the computation of
     diluted loss per share because their effect was anti-dilutive.

     8. Research and Development costs
     ---------------------------------

     Research and development costs are expensed as incurred.

     9. Concentrations of Credit Risk
     --------------------------------

     The Company's financial instruments that are exposed to concentrations of
     credit risk consist of cash and cash equivalent balances in excess of the
     insurance provided by governmental insurance authorities. The Company's
     cash and cash equivalents are placed with financial institutions and are
     primarily in demand deposit accounts. The Company did not have balances in
     excess of FDIC insured limits as of September 30, 2003, but had a balance
     of $5,504 in excess of FDIC insured limits at September 30, 2002. Because
     of large but infrequent payments that may be received from a major
     customer, account balances may exceed FDIC insured limits for short
     periods.

     Concentrations of credit risk with respect to accounts receivable are
     associated with a few customers dispersed across geographic areas. The
     Company reviews a customer's credit history before extending credit and
     establishes an allowance for doubtful accounts based upon the credit risk
     of specific customers, historical trends and other information. Generally,
     the Company does not require collateral from its customers, as a
     significant number of the customers are governmental entities.

     10. Fair Value of Financial Instruments
     ---------------------------------------

     The estimated fair value of financial instruments has been determined using
     available market information or other appropriate valuation methodologies,
     including the Black Scholes model. However considerable judgment is
     required in interpreting market data to develop estimates of fair value.
     Consequently, the estimates are not necessarily indicative of the amounts
     that could be realized or would be paid in a current market exchange. The
     carrying amounts of financial instruments reported on the consolidated
     balance sheets approximate their respective fair values.

                                      F-9


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     11. Segment Information
     -----------------------

     The Company follows the provisions of SFAS No. 131, "Disclosures about
     Segments of an Enterprise and Related Information." This statement
     establishes standards for the reporting of information about operating
     segments in annual and interim financial statements. Operating segments are
     defined as components of an enterprise for which separate financial
     information is available that is evaluated regularly by the chief operating
     decision maker(s) in deciding how to allocate resources and in assessing
     performance. In the opinion of management, the Company operates in one
     business segment, business information services, and all revenue from its
     services and license fees and royalties are made in this segment.
     Management of the Company makes decisions about allocating resources based
     on this one operating segment. Substantially all assets and operations are
     in the United States. Less than 5% of its revenues were from international
     customers.

     12. Use of Estimates
     --------------------

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities, the disclosure of contingent assets and
     liabilities at the date of the consolidated financial statements, and the
     reported revenues and expenses during the reporting periods. Significant
     changes in the estimates or assumptions, or in actual outcomes related to
     them, could possibly have a material impact on the financial statements.

     The Company's operations require it to make significant assumptions
     concerning cost estimates for labor and expenses on contracts in process.
     Due to the uncertainties inherent in the estimation process of costs to
     complete for contracts in process, it is possible that completion costs for
     some contracts may have to be revised in future periods.

     13. Stock Option Plans
     ----------------------

     The Company applies Accounting Principles Board Opinion 25, "Accounting for
     Stock Issued to Employees" ("APB Opinion 25"), and the related
     Interpretation in accounting for all stock option plans. Under APB Opinion
     25, compensation cost is recognized for stock options issued to employees
     when the exercise price of the Company's stock options granted is less than
     the market price of the underlying common stock on the date of grant.


                                      F-10


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     SFAS No. 123, "Accounting for Stock-Based Compensation" requires the
     Company to provide pro forma information regarding net income and net
     income per share as if compensation costs for its stock option plans and
     other stock awards had been determined in accordance with the fair value
     based method prescribed in SFAS No. 123. The Company estimated the fair
     value of each stock award at the grant date by using the Black-Scholes
     option-pricing model with the following weighted-average assumptions used
     for grants in the years ended September 30, 2003 and 2002: dividend yield
     of 0 percent, expected volatility of 120 to 140 percent, risk-free interest
     rates between 2.75 and 5.5 percent, and expected option lives of one to
     five years for all years presented. Some options are immediately vested and
     others may vest after the lapse of time or depend on meeting specified
     performance criteria.

     Under the accounting provisions for SFAS No. 123, the Company's net loss
     and net loss per share would have been adjusted to the following unaudited
     pro forma amounts:

                                                2003             2002
                                            -----------      -----------
     Years Ended September 30,
      Net loss:
       As reported                          $(2,834,190)     $  (393,120)
       Pro forma                            $(2,906,032)        (676,684)
      Net loss per share:
       As reported                          $     (0.03)     $     (0.01)
       Pro forma                            $     (0.03)           (0.01)


     14. Comprehensive Income (Loss)
     -------------------------------

     Effective October 1, 1998, the Company has adopted the provisions of SFAS
     No. 130, "Reporting Comprehensive Income." Comprehensive income includes
     all changes in equity except those resulting from investments by owners and
     distribution to owners. For the fiscal years ended September 30, 2003 and
     2002, the Company had no items of comprehensive income (loss) other than
     net losses; therefore, a separate statement of comprehensive income (loss)
     has not been presented for these periods.

     15. Foreign Currency Translation
     --------------------------------

     Financial transactions with a foreign entity whose local currency is other
     than the U.S. dollar, have been translated into U.S. dollars at the rate of
     exchange in effect on the date payments are received.


                                      F-11


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     16. Recent Accounting Pronouncements
     ------------------------------------

     In November 2002, the Emerging Issues Task Force (EITF) of the Financial
     Accounting Standards Board issued consensus 00-21, "Revenue Arrangements
     with Multiple Deliverables". This task force consensus addresses how to
     determine whether an arrangement with multiple deliverables contains more
     than one unit of accounting and if so, how the arrangement consideration
     should be measured and allocated to the separate units of accounting.
     Revenue arrangements with multiple deliverables should be divided into
     separate units of accounting if the deliverables meet specified criteria.
     Arrangement consideration should then be allocated among the separate units
     of accounting based on their relative fair values, subject to certain
     limitations. Applicable revenue recognition criteria would then be
     considered separately for separate units of accounting. EITF 00-21 is
     effective for revenue arrangements entered into beginning after July 1,
     2003, and did not have any significant impact on the financial condition or
     results of operations.

     On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
     Stock-Based Compensation - Transition and Disclosure." This statement
     amends the disclosure requirements of FAS 123 and APB Opinion 28, "Interim
     Financial Reporting," to require prominent disclosures in both annual and
     interim financial statements about the method of accounting for stock-based
     compensation and the effect of the method used on reported results. The
     Company has adopted the disclosure provisions of FAS 148.

     In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
     Variable Interest Entities," an Interpretation of Accounting Research
     Bulletin No. 51 ("FIN 46"). This interpretation requires certain variable
     interest entities ("VIE") to be consolidated by the primary beneficiary of
     the entity if the equity investors in the entity do not have the
     characteristics of a controlling financial interest or do not have
     sufficient equity at risk for the entity to finance its activities without
     additional subordinated financial support from other parties. In December
     2003, the FASB completed consideration of proposed modifications to FIN 46
     (Revised Interpretations) resulting in multiple effective dates based on
     the nature as well as the creation date of the VIE. VIEs created after
     January 31, 2003, but prior to January 1, 2004, may be accounted for either
     based on the original interpretation or the Revised Interpretations.
     However, the Revised Interpretations must be applied no later than the
     first quarter of fiscal year 2004. VIEs created after January 1, 2004 must
     be accounted for under the Revised Interpretations. The Company is
     currently assessing the impact of the adoption of FIN 46.


                                      F-12


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     In May 2003, the FASB issued Statement of Financial Accounting Standards
     No. 150 ("SFAS No. 150"), Accounting for Certain Financial Instruments with
     Characteristics of both Liabilities and Equity." SFAS No. 150 establishes
     standards for how an issuer classifies and measures certain financial
     instruments with characteristics of both liabilities and equity. SFAS No.
     150 requires that an issuer classify a financial instrument that is within
     the scope of SFAS No. 150 as a liability. SFAS No. 150 is effective for
     financial instruments entered into or modified after May 31, 2003, and
     otherwise is effective for the Company beginning October 1, 2003.
     Management does not expect any financial impact of SFAS No. 150 on the
     financial statements.

     In December 2003, the SEC issued Staff Accounting Bulletin (SAB) No. 104,
     "Revenue Recognition" SAB No. 104), which codifies, revises and rescinds
     certain sections of SAB No. 101, "Revenue Recognition", in order to make
     this interpretive guidance consistent with current authoritative accounting
     and auditing guidance and SEC rules and regulations. The changes noted in
     SAB No. 104 did not have a material effect on the Company's consolidated
     results of operations, consolidated financial position or consolidated cash
     flows.

     The Company has reviewed all significant newly issued accounting
     pronouncements and concluded that, other than those disclosed herein, no
     material impact is anticipated on the financial statements as a result of
     future adoption.

     17. Reclassifications
     ---------------------

     Certain reclassifications have been made to the fiscal 2002 financial
     statements to conform to the fiscal 2003 financial statements'
     presentation. Such reclassifications have no effect on financial position
     or net loss as previously reported.

     18. Purchased and Internally Developed Software Costs for Future Project
          Use
     ------------------------------------------------------------------------

     Purchased software is recorded at the purchase price. Software products
     that are internally developed are capitalized when a product's
     technological feasibility has been established. Amortization begins when a
     product is available for general release to customers. The amortization is
     computed on a straight- line basis over the estimated economic life of the
     product, which is generally three years, or on a basis using the ratio of
     current revenue to the total of current and anticipated future revenue,
     whichever is greater. All other research and development expenditures are
     charged to research and development expense in the period incurred.
     Management routinely assesses the utility of its capitalized software for
     future usability in customer projects. No write downs were recorded in
     2003.


                                      F-13


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE B - GOING CONCERN CONSIDERATIONS

The Company has a working capital deficit of $424,587 and an accumulated deficit
of $18,831,574 at September 30, 2003, and recurring net losses in FYs 2003 back
to 1997. Future viability of the Company is dependent upon the Company's ability
to achieve profitability in its future operations. These circumstances raise
doubt about the Company's ability to continue as a going concern. The
accompanying consolidated financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate continuation of
the company as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

During 2003 the Company has experienced significant operating losses, negative
working capital and cash flow delays caused by a major governmental customer
that has been slow to pay its invoices. This has, from time to time, adversely
affected the Company's ability to timely meet payroll and other payment
obligations. On occasion, payroll disbursements were delayed and, accordingly,
related Federal Income Tax Withholding and Federal Insurance Contributions Act
and Medicare computations and payments were made subsequent to normal due dates.
Accordingly, the Company could be subject to penalties.

As noted below, the Company's asset based line of credit for $750,000 matured on
October 4, 2004. Subsequently, the Company entered into first and second
forbearance agreements with BB&T that allowed the Company to continue to use the
line of credit through January 10, 2005 while it negotiated the replacement
financing. On January 7, 2005 the Company entered into a 12-month financing
arrangement with K Capital Partners, Inc. ("KCap") under which KCap finances up
to $1.5 million of accounts receivable invoices. KCap later transferred the
agreement to its senior investing organization, Rockland Credit Finance LLC
("Rockland"), with whom the Company entered into a 12-month agreement, on
February 17, 2005, that is substantially the same as the KCap agreement (See
Note M, Subsequent Events, below).

     Operations in recent years have been financed by the following sources:
     o    equity proceeds through public offerings and private placements of
          securities;
     o    revenue generated from operations;
     o    loans from principal shareholders and employees, including deferred
          payments of payroll; and
     o    loans and lines of credit.

     The Company has taken actions to leverage its technical capabilities and
     reputation to increase revenue and related cash flows as well as to reduce
     its controllable costs and expenses to the maximum extent possible. In
     addition, one of the Company's major customer has indicated that it has
     modified its processing procedures to avoid the payment delays previously
     encountered. The Company is also aware from a report in "Washington
     Technology" that funding from federal programs has recently begun to flow
     to state governments who will distribute it to local governments. Depending
     on the results of the preceding, it is possible that the Company may need
     additional funding through additional borrowing or through public or
     private equity placements. In August of 2003, the Company engaged an
     investment banking company, The Windsor Group LLC, as its advisor in
     connection with its review of strategic alternatives (see Note H8, below).

                                      F-14


                               PLANGRAPHICS, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE C - ACCOUNTS RECEIVABLE

     At September 30, the components of contract receivables were as follows:

                                                      2003          2002
                                                   ----------    ----------
     Billed                                        $3,206,283    $1,954,417
     Unbilled                                         601,961     1,264,252
                                                   ----------    ----------
                                                    3,808,244     3,218,669
     Less allowance for doubtful accounts              30,892        13,609
                                                   ----------    ----------

     Accounts receivable net                       $3,777,352    $3,205,060
                                                   ==========    ==========

     Deferred revenue amounts of $555,239 and $450,829 at September 30, 2003 and
     2002, respectively, represent amounts billed in excess of amounts earned.
     Included in the deferred revenue balance at September 30, 2003 and 2002
     respectively, was $15,287 and $25,554, related to retainers received for
     future services and over- payments by customers on specific invoices.

     The Company has historically received greater than 10% of its annual
     revenues from one or more customers. The City of New York's Department of
     Information Technology and Telecommunications (NYDOITT) represented 37% of
     revenues for the year ended September 30, 2003. NYDOITT and the Rhode
     Island Department of Transportation accounted for 24% and 10% of revenues,
     respectively, for the year ended September 30, 2002. NYDOITT accounted for
     45% and 37% of accounts receivable at September 30, 2003 and 2002,
     respectively and a separate customer, the Kentucky Department of
     Transportation, accounted for 17% of the accounts receivable balance at
     September 30, 2002. Of the billed accounts receivable balance at September
     30, 2003, $792,742 from NYDOITT is in excess of 120 days old. On November
     10, 2003, the Company received $1,060,000 from NYDOITT in payment of 62% of
     their outstanding balance at September 30, 2003. On February 19, 2004 the
     Company received a further payment of $727,000 from NYDOITT. Management
     believes all amounts due to the Company by NYDOITT will be paid in full.



                                      F-15


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE D - ACCOUNTS PAYABLE

     Accounts payable at September 30 consist of:

                                                   2003             2002
                                                ----------       ----------

     Trade payables                             $  513,272       $  303,772

     Payable to subcontractors                     559,134          560,542

     Other payables                                 48,565           56,572
                                                ----------       ----------

     Total accounts payable                     $1,120,971       $  920,886
                                                ==========       ==========


NOTE E - ACCRUED EXPENSES

     Accrued expenses at September 30 are as follows:

                                                            2003       2002
                                                          --------   --------

     Accrued expenses due to vendors and subcontractors   $199,296   $ 72,057

     Accrued interest                                       60,429      5,650

     Accrued professional fees                              81,965       --

     Other accrued expenses                                 28,493     34,598
                                                          --------   --------

     Total accrued expenses                               $370,183   $112,305
                                                          ========   ========


                                      F-16


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE F - NOTES PAYABLE

     Notes payable at September 30 are as follows:

                                                            2003         2002
                                                            ----         ----
     Equipment line of credit, fully drawn under a
     promissory note, in the amount of $100,000,
     interest at prime plus 1.0% (5.00% at September
     30, 2003), collateralized by business assets. The
     note was modified to mature on September 12, 2004
     and was paid in full on October 1, 2004.              $50,900     $100,000

     Temporary advance from bank in the amount of
     $200,000, interest at 3.0% , for which a related
     party provided a compensating balance account
     deposit . The note matured on November 15, 2002,
     was subsequently extended through February 28,
     2003, and paid in full on February 10, 2003.             --        200,000

     Borrowing under a line of credit evidenced by a
     promissory note in the amount of $750,000,
     interest at prime plus 2% (6.00% at September 30,
     2003), collateralized by business assets. The
     note, matured on December 15, 2003, and the
     Company received a final extension through October
     3, 2004 from Branch Banking & Trust and
     subsequently entered into a first and second
     Forbearance agreement to expire January 10, 2005.
     A new source of financing was secured on January
     7, 2005 (See Note M). Available borrowings, which
     are based upon a percentage of eligible accounts
     receivable balances, at September 30, 2003 were
     $30,014. The note is guaranteed by the Company's
     President & CEO who continued the guarantee
     through January 7, 2005. In return for providing
     the guarantee, the officer is entitled to an
     amount equal to 5% of the outstanding balance.        719,986      556,417

     A short-term demand note with the Company's
     President & CEO in the amount of $158,400, dated
     June 2, 2003, interest at 4.5%, collateralized by
     a lien on the Company's ownership in Jobview.com,
     which has a book value of $56,389.                    158,400         --

     A promissory note with a vendor in the original
     amount of $185,000, interest rate of 9.5%. The
     note matured June 21, 2001.The balance at
     September 30, 2002 has been transferred to accrued
     liabilities as of September 30, 2003.                   --          23,665

                                      F-17


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002

NOTE F - NOTES PAYABLE (CONTINUED)

     The purchase price of Xmarc technology owed to HPI
     in the amount of $250,000 payable in equal
     installments over five years with interest imputed
     at 6.5% and net of unamortized discount of $37,994
     at September 30, 2003. The amount is evidenced by
     an agreement effective April 1, 2003.                229,387          --
                                                       ----------    ----------

     Total notes payable                                1,158,673       880,082

        Less: Current maturities                          958,673       880,082
                                                       ----------    ----------

     Notes payable - long-term                         $  200,000    $     --
                                                       ==========    ==========


     On October 28, 2003, the Company obtained a temporary addition to its asset
     based line of credit with BB&T in the amount of $150,000. The transaction
     is evidenced by a promissory note dated October 28, 2003, bearing interest
     at 3% per annum with a maturity date of January 28, 2004. The additional
     funding was made available by a compensating balance deposit provided by a
     related party, Human Vision LLC, which is controlled by a director of the
     Company. On February 19, 2004, the Company paid the note in full and BB&T
     released the funds on deposit to Human Vision LLC.

NOTE G - TAXES ON INCOME

     The provision for income taxes consisted of the following:

                                                     2003         2002
                                                  ---------    ---------
     Deferred expense (benefit):
       Federal                                    $(457,000)   $(103,000)
       State                                        (44,000)     (10,000)
                                                  ---------    ---------
                                                   (501,000)    (113,000)
     Increase (decrease) in valuation allowance     501,000      113,000
                                                  ---------    ---------

                                                  $    --      $    --
                                                  =========    =========


     A reconciliation of the effective tax rates and the statutory U.S. federal
     income tax rates is as follows:

                                                            2003       2002
                                                           ------     ------

     U.S. federal statutory rates                          (34.0)%    (34.0)%
     State income tax benefit, net of federal tax amount    (5.3)      (3.3)
     Goodwill impairment                                    28.7         --
     Other                                                  (4.4)        --
     Increase in deferred tax asset valuation allowance     15.0       37.3
                                                           ------     ------

          Effective tax rate                                  -- %       -- %
                                                           ======     ======

                                      F-18


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE G - TAXES ON INCOME (CONTINUED)

     Temporary differences that give rise to a significant portion of the
     deferred tax asset are as follows:

                                                       2003           2002
                                                   -----------    -----------

     Net operating loss carryforwards              $ 4,776,000    $ 4,012,000
     Expense for stock options and warrants               --          247,000
     Provision for losses on accounts receivable        11,000           --
     Accrued payroll costs and vacation                 89,000        115,000
                                                   -----------    -----------
          Total gross deferred tax asset             4,876,000      4,374,000
     Valuation allowance                            (4,876,000)    (4,374,000)
                                                   -----------    -----------

          Net deferred tax asset                   $      --      $      --
                                                   ===========    ===========


     A valuation allowance equal to the gross deferred tax asset has been
     recorded as management of the Company has not been able to determine that
     it is more likely than not that the deferred tax assets will be realized.

     At September 30, 2003, the Company had net operating loss carryforwards of
     approximately $12,803,000 with expirations through 2023. The utilization of
     the loss carry forwards may be limited under Internal Revenue Service Code
     Section 382 regulations related to transfers of ownership.


NOTE H - COMMITMENTS AND CONTINGENCIES

     1. Obligations Under Capital Leases - Related Party
     ---------------------------------------------------

     The Company leases an office facility from Capitol View Development, LLC, a
     partnership, which includes a related party, under a triple net commercial
     lease. An officer/shareholder owns approximately ten percent of Capitol
     View Development. The lease includes an annual base rent increasing over
     the term of the lease plus an adjustment based on Capitol View
     Development's rate of interest on its related loan for fit-up costs. In
     2002, Capitol View Development paid off the balance on this related loan,
     thereby reducing the monthly payments made by the Company. The initial
     lease term is for a period of fifteen years ending 2010 with five renewal
     options for a term of one year each. Annual payments approximate $300,000
     per year. The Company has the option to purchase the facility subsequent to
     the tenth year of the term of the lease. During the years ended September
     30, 2003 and 2002, the Company paid $117,103 and $431,475, respectively, in
     lease payments. Payments in 2002 included an advance payment of $145,630
     resulting from the settlement of a lawsuit (see Note L).


                                      F-19


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     The Company previously leased certain equipment, under capital leases from
     a bank, with lease terms of three to five years. All equipment leases have
     been paid in full as of September 30, 2003.

     The following is a schedule, by years, of future noncancellable minimum
     payments required by the Company under its capital lease, together with its
     present value as of September 30, 2003:

     Year ending September 30,

         2004                                                  $  299,645
         2005                                                     293,345
         2006                                                     281,465
         2007                                                     277,775
         2008                                                     277,775
         Thereafter                                               648,142
                                                               ----------
                                                                2,078,147
     Less: amounts representing interest                          722,117
                                                               ----------
     Present value of minimum lease payments                    1,356,030
     Less: current maturities                                     133,315
                                                               ----------

     Obligations under capital leases, long-term               $1,222,715
                                                               ==========

     As of September 30, 2003 and 2002, accumulated amortization for the
     building under capital lease obligations was $1,366,428 and $1,489,521,
     respectively. Depreciation expense was $140,000 on the building for each of
     the years ended September 30, 2003 and 2002.

     2. Operating Lease Commitments
     ------------------------------

     The Company leases certain office facilities and certain furniture and
     equipment under various operating leases. The remaining lease terms range
     from one to five years.

     Minimum annual operating lease commitments at September 30, 2003 are as
     follows:

     Year ending September 30,

         2004                                                  $164,954
         2005                                                   153,983
         2006                                                   119,813
         2007                                                    11,233
         2008 and thereafter                                          -
                                                              ---------

                                                              $ 449,983
                                                              =========

     Rental expense for the years ended September 30, 2003 and 2002 totaled
     $183,283 and $170,494, respectively.


                                      F-20


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     3. Sales Marketing Agreement
     ----------------------------

     The Company had previously engaged an outside firm to represent it in the
     promotion, marketing and selling of the Company's services for a fee equal
     to 4% of such sales (as defined in the agreement). Fixed monthly retainer
     payments were required throughout the contract term. The Company terminated
     the contract on March 28, 2003.

     4. Licensing Agreement
     ----------------------

     The Company entered into a licensing agreement under which it obtained
     exclusive North American rights to Xmarc, Ltd., intellectual property and
     spatial integration software owned by a Swiss based investment company, HPI
     Holding SA and a Cayman Island company, Glendower Opportunity Partners II,
     collectively the Xmarc Sellers ("XS"), for use in the public sector and
     utility markets. Under the agreement the Company supports former Xmarc
     clients, work in progress and outstanding proposals and pays XS, a royalty
     stream for a period of 21 months ending September 30, 2003 as it receives
     revenue for the product licensing and maintenance. Under the agreement the
     Company also had the right to acquire in perpetuity the exclusive rights to
     Xmarc intellectual property and technology and all subsequent product
     enhancements for the North American public sector and utility markets.
     Effective April 1, 2003 the Company exercised its right to acquire the
     intellectual property. As a result, the Company will pay XS $50,000
     annually on March 31 in the years 2004 through 2008 (see Note F) and
     royalty payments for amounts due for each of these years in which the
     royalties earned exceeds $50,000. As of September 30, 2003, the Company had
     recorded approximately $64,000 in revenues under the revenue license
     agreement and owed $12,800 in royalty payments to XS,. which is included in
     accrued liabilities.

     5. Employment Agreements
     ------------------------

     On April 30, 2002, the Company entered into new employment agreements with
     three officers. Two of them were effective January 1, 2002 for one year and
     the third was effective on May 1, 2002 for three years. The employment
     agreements set forth annual compensation to the employees of between
     $66,000 and $157,500 each. Under the employment agreements, each employee
     is entitled to between 18 months and three years of severance pay upon
     termination of their employment for reasons other than constructive
     termination. The Chief Executive Officer is entitled to receive options to
     acquire common stock equal to 1% of the outstanding shares of the Company's
     common stock annually. Recently the Company notified two of the officers
     that it wishes to retain their services for another year; the third
     agreement is not yet mature for renewal. Pursuant to the employment
     agreement for the chief executive officer, 972,214 and 1,941,258 stock
     options were granted during 2003 and 2002, respectively.


                                      F-21


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     6. KSTC Agreement
     -----------------

     On June 16, 2003, the Company's subsidiary, PlanGraphics, Inc. ("PGI-MD"),
     entered into a two year agreement with Kentucky State Technology
     Corporation ("KSTC") to develop classification algorithms to delineate and
     classify wetlands in commercial satellite images, field verify the imagery
     interpretation and to establish a marketing program for these value added
     wetlands imagery product to potential governmental and business clients.
     KSTC provides $200,000 under the agreement on a cost share matching basis
     for cash and in-kind services provided. The Company has established a
     wholly owned subsidiary, RDT2M, as required by the agreement, and has
     selected Murray State University to work with RDT2M. Murray State
     University will receive 51% and RDT2M will receive 49% of the funding. The
     agreement provides for payment to the Company of certain development
     expenses of approximately $200,000. The agreement also requires the
     Company's repayment of up to $400,000, including the grant amount, through
     a royalty stream based on free cash flow if a commercial and sustainable
     market is developed for the products. Should no viable market be
     established, repayment of the grant amount is waived. On June 7, 2004, KTSC
     renewed the agreement, which can again be renewed, and increased the
     repayment provision up to $800,000.

     7. Xmarc Services Limited.
     --------------------------

     During April 2003 the Company along with HPI Holding SA and Glendower
     Opportunity Partners II agreed to form and register a new company, Xmarc
     Services Ltd ("XSL"), in the United Kingdom to service and market Xmarc
     related technology to European customers. The Company was to own 45% of the
     preferred shares, which have voting rights, and one-third of the B common
     shares, which do not have voting rights. In addition, the Company was to
     have one of the three positions on the board of directors. In January 2004
     the parties to the agreement chose to terminate the proposed arrangement
     and to reconsider the structure of the vehicle to be used in Europe for the
     sale of Xmarc products and the support of new and existing clients. In the
     interim, the Company continued to provide this customer support through a
     contract with Xmarc Ltd, a pre-existing distributor for XMarc in Europe.

     8. Xmarc Ltd.
     -------------

     During the first quarter of calendar year 2004 the Company determined, in
     light of the termination of the XSL agreement, that it was more efficient
     and economical to simply acquire Xmarc Ltd, the already existing
     distributor for Xmarc in Europe. Accordingly, on April 30, 2004, the
     Company completed a purchase transaction with an effective date of March
     31, 2004, in which it acquired Xmarc Ltd.

     9. Investment Banking Agreement
     -------------------------------

     In August of 2003, the Company engaged The Windsor Group LLC as its advisor
     in connection with its review of strategic alternatives to enhance
     shareholder value. A nonrefundable retainer of $25,000 has been accrued as
     of September 30, 2003.

                                      F-22


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE I- EQUITY TRANSACTIONS

     1. Preferred Stock
     ------------------

     In November 1996, the Company amended its articles of incorporation to
     provide for a Series A 6% Cumulative Convertible Preferred Stock, $.001 par
     value (Series A). The Company designated 1,000,000 shares of Series A as
     part of the authorized class of preferred shares. The Series A preferred
     stock and any accumulated and unpaid dividends are convertible at the
     option of the holder at the lesser of 105% of the average of the closing
     bid price per share of the Company's common stock for the five trading days
     prior to issuance, or 80% of the average of the closing bid price per share
     of the Company's common stock for three of the ten trading days preceding
     the date of conversion. The Series A Preferred is subject to mandatory
     conversion two years after issuance. No Series A Preferred Stock was issued
     and outstanding as of September 30, 2003 and 2002.

     2. Common Stock
     ---------------

     The Company occasionally issues common stock for the payment of services
     and settlement of debt. The number of shares of common stock issued in each
     instance is representative of the trading price of the Company's common
     stock at the date of issue.

     Effective July 1999, the Company entered into an Agreement for Services
     with a director of the Company. On July 1, 2001, the Company renewed an
     Agreement for Services with a director, extending the service term to June
     30, 2003. As part of the agreement, the director's annual base compensation
     consists of $50,000, payable in equal monthly installments in the Company's
     common stock, and a onetime grant of options to purchase 175,000 shares per
     annum of the Company's common stock at an exercise price of $0.11 per
     share. The options are valid for three years. Effective May 1, 2002, the
     agreement was amended to harmonize the director's compensation with the
     Company's new standard director fee policy by removing the base
     compensation of $50,000 per annum prospectively.

     During fiscal 2003 and 2002, the Company issued 0 and 421,801 shares,
     respectively, of common stock to the director as payment for the $50,000
     compensation in accordance with the agreement. In addition, 400,000 and
     410,000 stock options were issued to the director in fiscal year 2003 and
     2002, respectively, in accordance with the standard director fee policy. Of
     the shares issued during fiscal 2002, 156,650 shares related to fiscal 2001
     compensation.

     During the fiscal year ended September 30, 2002, the company issued
     76,757,134 shares of common stock for $2,538,810 in net proceeds in
     connection with a private placement with accredited investors and certain
     affiliates of the Company. This dollar amount has been reduced for related
     capital raising costs.

     In connection with a shareholder rights offering the Company issued
     warrants on February 1, 2002 to acquire 1,928,606 shares of its common
     stock to each of two entities for a total of 3,857,212 shares. The exercise
     fee of the warrants was priced at 110% of the shareholder rights offering
     price, or $0.0385. The warrants were issued in exchange for consulting work
     related to capital rising and, accordingly, the value was reduced from the
     gross proceeds of the rights offering.

                                      F-23


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE I - EQUITY TRANSACTIONS (CONTINUED)

     3. Stock Options
     ----------------

     The Company's Board of Directors has reserved 1,150,000 and 4,000,000
     shares under two stock option plans (1995, and 1997, respectively). All
     options issued under the 1995 plan have expired as of September 30, 2002.
     Effective April 30, 2002 shareholders approved an increase to the number of
     shares authorized under the 1997 plan to 11,358,104. The Company grants
     options under the 1997 Plan in accordance with the determinations made by
     the Option Committee of the Board of Directors. The Option Committee will,
     at its discretion, determine the individuals to be granted options, the
     time or times at which options shall be granted the number of shares
     subject to each option and the manner in which options may be exercised.
     The option price shall be the fair market value on the date of the grant
     and expire no more than five years subsequent to the date of grant. At
     September 30, 2003 the 1997 plan had 3,395,542 shares remaining available
     for issue.

     A summary of the status of the Company's stock option plans, changes and
     outstanding options and warrants as of September 30, 2003 and 2002 and
     changes during the years ended on those dates is presented below:


                                          Options                          Warrants
                               ----------------------------      -----------------------------
                                                Weighted                           Weighted
                               Number of         Average         Number of          Average
                                Shares       Exercise Price       Shares        Exercise Price
                                ------       --------------       ------        --------------
                                                                        
     Outstanding 10/1/01       2,835,930         $1.00           2,491,025           $0.69
     Granted                   5,261,258          0.07           3,857,212            0.06
     Cancelled                (1,834,268)         1.39            (751,906)           0.99
     Exercised                         -          -                      -            -

     Outstanding 09/30/02      6,262,920         $0.07           5,596,331           $0.20
     Granted                   3,039,214          0.04                   -            -
     Cancelled                  (853,500)         0.13            (426,000)           0.50
     Exercised                         -          -                      -            -

     Outstanding 9/30/03       8,448,634         $0.06           5,170,331           $0.18

     Exercisable 09/30/02      4,603,258         $0.07           5,596,331           $0.20

     Exercisable 09/30/03      6,653,472         $0.06           5,170,331           $0.18


                                                                  Options        Warrants
                                                                  -------        --------

     Weighted average fair value of options and warrants
      granted during fiscal 2003                                   $0.04            -

     Weighted average fair value of options and warrants
      granted during fiscal 2002                                   $0.05           $0.04


                                      F-24


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE I- EQUITY TRANSACTIONS (CONTINUED)

     The following information summarizes stock options and warrants outstanding
     and exercisable at September 30, 2003:

                                   Outstanding                 Exercisable
- ----------------------------------------------------------------------------------------
                                     Weighted
                                      Average      Weighted                     Weighted
                                     Remaining      Average                     Average
       Range of         Number      Contractual    Exercise      Number         Exercise
    Exercise Prices  Outstanding   Life in Years     Price     Exercisable       Price

    Options

    $0.03-$0.11        8,320,634      3.26           $ 0.05     6,525,472       $ 0.05
    $0.17-$0.38          118,000      1.04           $ 0.26       118,000         0.26
       $0.66              10,000      0.34           $ 0.66        10,000         0.66

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

    $0.03-$0.66       8,448,634       2.31            $0.06     6,653,472       $ 0.06
- ----------------------------------------------------------------------------------------


    Warrants

    $0.01-$0.04       3,898,879       3.05           $ 0.04     3,898,879       $ 0.04
    $0.30-$0.65       1,221,452       0.58            $0.58     1,221,452        $0.58
    $1.00-$1.50          50,000       1.01           $ 1.20        50,000        $1.20
- ----------------------------------------------------------------------------------------

    $0.01-$1.50       5,170,331       1.10           $ 0.18     5,170,331       $ 0.18
- ----------------------------------------------------------------------------------------


NOTE J - EMPLOYEE BENEFIT PLANS

     The Company has a Section 401(k) defined contribution retirement plan
     covering substantially all employees. The plan allows participating
     employees to defer up to 20% of their annual salary with a tiered matching
     contribution by the Company up to 1.75%. Additional contributions may be
     made at the Company's discretion based upon its performance. The expense
     charged to operations for the plan was $30,414 and $51,172 for the years
     ended September 30, 2003 and 2002 and includes no discretionary match.
     During April 2003 the matching contributions were suspended pending
     improved profitability of the Company.


                                      F-25


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE K - RELATED PARTY TRANSACTIONS

     1. Consulting Services Agreements
     ---------------------------------

     A director of the Company is the principal owner and executive officer of
     an organization that entered into a consulting agreement with the Company
     on July 6, 1999, which was renewed on July 1, 2001. The current agreement
     expired on June 30, 2003. Under the agreement, the organization provided
     certain services related to developing and implementing actions to increase
     shareholder value through articulation of a vision for the Company,
     identifying and reviewing merger and acquisition candidates, obtaining
     capital (debt or equity) to finance mergers and acquisitions, and
     recruiting and evaluating candidates for senior executive and director
     positions. Compensation for these services consisted of performance options
     in two quantities of 322,581 each to acquire common stock of the Company at
     an exercise price of $0.11 per share if the market capitalization of the
     Company exceeds $30 million for the first quantity and $60 million for the
     second quantity for 20 of 30 consecutive business days at any time prior to
     June 30, 2002. The Company did not achieve the market capitalization levels
     that would have required additional compensation expense equal to the value
     of the contingent options.

     During the third quarter of fiscal year 2002, the Company recorded an
     adjustment that increased earnings by $54,167 due to the cancellation of
     the consulting agreement with a warrant holder in February 2001. The
     Company had inadvertently continued to accrue an expense under the
     agreement during fiscal year 2002.

     2. Related Party Notes Receivable
     ---------------------------------

     On February 1, 2002, two officers, Frederick G. Beisser and John C.
     Antenucci, borrowed $8,750 and $175,000, respectively, from the Company.
     Repayment of the notes is due by February 1, 2004. The borrowed sums were
     used to exercise subscription rights to purchase 250,000 and 5,000,000
     shares, respectively, under the Company's Shareholder Rights Offering that
     expired on the same date. The notes receivable were recorded as a reduction
     to common stock.

     Mr. Beisser's note is collateralized by a lien in favor of the Company on
     his residence. Mr. Antenucci's note is collateralized by his purchased
     shares and the Company may offset any compensation, including severance,
     toward payment of the note if his employment ends. Both notes bear interest
     at a rate equal to one fourth of one percent over the interest rate the
     Company received on its money market accounts. Both officers agreed not to
     sell the purchased shares of stock for six months after the date of
     purchase. Mr. Beisser has reduced his balance owed the Company by $1,000
     during fiscal 2003 and paid the remaining balance in full subsequent to the
     end of the fiscal year. Mr. Antenucci was owed certain amounts by the
     Company exceeding the balance of his note and accrued interest; full
     payment of the note and accrued interest was offset against the balances
     owed by the Company to Mr. Antenucci subsequent to the end of the fiscal
     year.


                                      F-26


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE K - RELATED PARTY TRANSACTIONS (CONTINUED)

     3. Related Party Note Payable
     -----------------------------

     During the third and fourth quarter of 2003, an officer of the Company made
     a number of working capital loans to the Company. As of September 30, 2003,
     the amount owed to the officer was $158,400; the amount is documented by a
     demand note bearing interest at 4.5% per annum and secured by a lien on the
     Company's interest in Jobview.com which has a book value of $56,389. The
     total amount owed at September 30, 2003, including accrued interest of
     $1,697, is $160,097.

NOTE L - LITIGATION

     The Company settled with prejudice a claim asserted by its landlord,
     Capitol View Development LLC. On June 17, 2002 the Franklin Circuit Court,
     Division II, Kentucky dismissed with prejudice Case Number 00-CI-0095.
     Plaintiff in the matter, Capitol View Development LLC, owners and lessors
     of the Company's facilities in Frankfort, Kentucky, alleged that they were
     due certain amounts from the defendants, the lessee, PlanGraphics, Inc.
     (Maryland Corporation) and its guarantor, John C. Antenucci, related to a
     balloon payment required upon certain financing of the property under the
     terms of the amended lease. Both sides executed a settlement agreement
     under which the Company paid Capitol View Development LLC a total of
     $183,272.

     The settlement resolved a claim pending since February, 1999 that alleged a
     requirement for an accelerated payment of the Capital View lease related to
     supplemental funding of a construction loan and associated fit out expenses
     for the corporate headquarters in March, 1995. The settlement had the
     practical effect of prepaying $145,630 against the lease. The prepayment
     was recorded as a reduction in long-term liabilities and the interest of
     $12,702 and legal fees of $24,940 were recorded as one time expenses during
     fiscal 2002.

     The Company may be engaged in various other litigation matters from time to
     time in the ordinary course of business. In the opinion of management, the
     outcome of any such litigation will not materially affect the financial
     position or results of operations of the Company.

NOTE M - SUBSEQUENT EVENTS (UNAUDITED)

     Subsequent to September 30, 2003, the Company obtained a temporary addition
     to its asset based line of credit with BB&T in the amount of $150,000. The
     transaction is evidenced by a promissory note dated October 28, 2003,
     bearing interest at 3% per annum with a maturity date of January 28, 2004.
     The additional funding was made available by a compensating balance deposit
     provided by a related party, Human Vision LLC, which is controlled by a
     director of the Company. On February 19, 2004, the Company paid the
     promissory note in full and BB&T released the funds on deposit back to
     Human Vision LLC.

     The Company's asset based line of credit matured on October 3, 2004 and the
     Company entered into a first and second forbearance agreement with BB&T
     allowing use of the line of credit through January 10, 2005 while it
     located replacement financing. On January 7, 2005 the Company entered into

                                      F-27


                               PLANGRAPHICS, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2003 and 2002


NOTE M - SUBSEQUENT EVENTS (UNAUDITED) (Continued)

     a 12-month financing arrangement with K Capital Partners, Inc. ("KCap")
     under which KCap will purchase up to $1.5 million of accounts receivable
     invoices for which it will initially pay the Company 80% of the face value.
     Upon collection of the invoices KCap will remit the remaining 20% of the
     invoice less varying levels of discount dependent upon the age of the
     receivables at the time of collection.

     Subsequently, KCap transferred the financing arrangement to one of its
     investors, Rockland Credit Finance LLC, and the Company entered into a
     12-month agreement on February 17, 2005, that is substantially the same as
     the KCap agreement.

     In January 2004, in concert with HPI Holding SA and Glendower Capital, the
     Company chose to reconsider the structure of the vehicle to be used in
     Europe for the sale of Xmarc products and the support of new and existing
     clients and exercised their option to terminate the agreement for Xmarc
     Services Ltd. In the interim, the Company continued to provide support to
     Xmarc users through a contract with Xmarc Ltd, a pre-existing distributor
     for Xmarc in Europe.

     During the first quarter of calendar year 2004 the Company determined, in
     light of the termination of the XSL agreement, that it was more efficient
     and economical to simply acquire Xmarc Ltd, the already existing
     distributor for Xmarc in Europe. Accordingly, on April 30, 2004, the
     Company completed a transaction with an effective date of March 31, 2004,
     in which it purchased all of the outstanding shares of Xmarc Ltd from
     Glendower.

     On November 18, 2004, the Company executed a non-binding letter of intent
     to merge with IceWEB, Inc. of Herndon, Virginia in an exchange of IceWEB
     common stock for all of the outstanding shares of the Company's common
     stock. Specific terms of the transaction will be delineated in a definitive
     agreement.

NOTE N - SUPPLEMENTAL DATA TO STATEMENTS OF CASH FLOWS

                                                               2003       2002
                                                             --------   -------
     Years ended September 30,
      Cash paid for interest                                 $246,127   350,591
      Cash paid for income taxes                                 --        --

      Non-cash Investing and Financing Activities:
       Notes receivable issued to officers for purchase of
         common stock                                            --     183,750
       Accounts payable balances converted to common stock       --      81,818



                                      F-28

EX-21.1

Exhibit 21.1
                           List of Active Subsidiaries


Registered Name            State of Incorporation
- ---------------            ----------------------

PlanGraphics, Inc.         Maryland

RDT2M                      Kentucky

EX-31.1

Exhibit 31.1      Certificate Section 302 - CEO

                                   SECTION 302
                                   CERTIFICATE
                                     OF THE
                             CHIEF EXECUTIVE OFFICER


I, John C. Antenucci, certify that:

(1)  I have reviewed this annual report on Form 10-KSB of PlanGraphics, Inc. for
     the period ended September 30, 2003;

(2)  Based on my knowledge, this annual 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 annual report;

(3)  Based on my knowledge, the financial statements, and other financial
     information included in this annual 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
     annual report;

(4)  The small business issuer's other certifying officer 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)) 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.   evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented b 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

     c.   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 (the small business
          issuer's fourth fiscal quarter in the case of this annual report) 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 officer and I have disclosed,
     based on our most recent evaluation of internal controls 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):

     a.   all significant deficiencies and material weaknesses in the design or
          operation of internal control over a 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.



/s/ John C. Antenucci.
- ----------------------
John C. Antenucci.
President and Chief Executive Officer
Dated: March  14, 2005

EX-31.2

Exhibit 31.2      Section 302 Certification  -  Financial Officer

                                   SECTION 302
                                   CERTIFICATE
                                     OF THE
                    PRINCIPAL FINANCIAL & ACCOUNTING OFFICER


I, Frederick G. Beisser, certify that:

(1)  I have reviewed this annual report on Form 10-KSB of PlanGraphics, Inc. for
     the period ended September 30, 2003;

(2)  Based on my knowledge, this annual 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 annual report;

(3)  Based on my knowledge, the financial statements, and other financial
     information included in this annual 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
     annual report;

(4)  The small business issuer's other certifying officer 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)) 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.   evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented b 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

     c.   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 (the small business
          issuer's fourth fiscal quarter in the case of this annual report) 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 officer and I have disclosed,
     based on our most recent evaluation of internal controls 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):

     a.   all significant deficiencies and material weaknesses in the design or
          operation of internal control over a 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.


/s/ Fred Beisser
- ----------------
Frederick G. Beisser
Senior Vice President - Finance
Dated: March 14, 2005

EX-32.1

Exhibit 32.1 - Sect 906 CEO

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of PlanGraphics, Inc. (the "Company") on
Form 10-KSB for the period ending September 30, 2003 and pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
I, John C. Antenucci, President & Chief Executive Officer of the Company,
certify, that to my knowledge:

     1) the Company's Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2) the information contained in the Company's Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.



/s/ John C. Antenucci
- ---------------------
John C. Antenucci
President & Chief Executive Officer
Date: March 14, 2005

This certification above accompanies the Form 10-KSB to which it relates, is not
deemed filed with the SEC and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the
date of the Form 10-KSB), irrespective of any general incorporation language
contained in such filing.

This certification above is made solely for the purposes of 18 U.S.C. Section
1350, subject to the knowledge standard contained therein, and not for any other
purpose.

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

EX-32.2

Exhibit 32.2 - Sect 906 Principal Financial Officer

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss. 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of PlanGraphics, Inc. (the "Company") on
Form 10-KSB for the period ending September 30, 2003 and pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
I, Frederick G. Beisser, Senior Vice President - Finance and principal financial
officer of the Company, certify, that to my knowledge:

     1) the Company's Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2) the information contained in the Company's Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.



/s/ Fred Beisser
- ----------------
Frederick G. Beisser
Senior Vice President - Finance
Date: March 14, 2005

This certification above accompanies the Form 10-KSB to which it relates, is not
deemed filed with the SEC and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the
date of the Form 10-KSB), irrespective of any general incorporation language
contained in such filing.

This certification above is made solely for the purposes of 18 U.S.C. Section
1350, subject to the knowledge standard contained therein, and not for any other
purpose.

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