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, 2005 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 [ ] No [X]

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. [X]

The issuer's revenues for its most recent fiscal year were $6,839,575.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of March 27, 2007, 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 $634,831.

As of March 27, 2007 the issuer had outstanding 97,214,418 shares of Common
Stock.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes [ ]; No [ X ]



                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    our prospects for growth;
o    our ability to reduce costs and expenses
o    the collectibility of our accounts receivable;
o    cancellation of our contracts and order assignments;
o    the continuation of our relationship with the City of New York;
o    the increase in competition and our ability to compete effectively;
o    our ability to take advantage of spatial information technology markets;
o    the strength of our technical expertise and customer service;
o    the potential fluctuation of the market price of our stock;
o    the ability of information technology to benefit from geospatial
     capabilities within their technologies;
o    the potential gross profit margin in information technology;
o    the projections regarding our financial results for fiscal years ("FY")
     2006 and 2007;
o    fluctuations in exchange rates; and
o    the impact of recent accounting pronouncements; and
o    the availability and affordability of alternative lease facilities..

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 contemplate. Our actual results could be materially different from our
expectations, including the following:


o    We may continue to experience very constrained cashflows and may not
     overcome the underlying causes;
o    we may not be able to obtain needed financing; o we may not achieve
     continued profitability;
o    we may experience work stoppages by subcontractors due to late payments;
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 12, 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................................................11

Item 2.  Description of Properties............................................14

Item 3.  Legal Proceedings....................................................14

Item 4.  Submission of Matters to a Vote of Security Holders..................14

                                     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 ................................................29

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................29

Item 8A. Controls and Procedures .............................................29

Item 8B. Other Information ...................................................30

                                    PART III.

Item 9. Directors and Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(A) of the Exchange Act ....................30

Item 10. Executive Compensation...............................................31

Item 11. Security Ownership of Certain Beneficial Owners and Management ......34

Item 12. Certain Relationships and Related Transactions.......................36

Item 13. Exhibits ............................................................37

Item 14. Principal Accountant Fees and Services ..............................39


Signatures....................................................................41

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


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

                                        3


                                     PART I


Item 1 - DESCRIPTION OF BUSINESS

The Company

PlanGraphics, Inc. ("PGRA"), a life-cycle systems integration and implementation
firm, provides a broad range of services in the design and implementation of
information technology ("IT") 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. On September 22, 1998, we acquired all of the outstanding
shares of PlanGraphics, Inc., a Maryland corporation ("PGI-MD") with
headquarters in Frankfort, Kentucky. 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 1,290 projects across a wide range of state and local, Federal and
international customers.

After the acquisition of PGI-MD, we changed our name from DCX, Inc. to
Integrated Spatial Information Solutions, Inc., and subsequently, on May 2,
2002, 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.

(b) Business of Issuer

Introduction

We offer project life-cycle information technology solutions, with a focus on
spatial information management (SIMS) technologies, including GIS. 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 ("SIMS"), 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.

                                       4


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.

Daratech, Inc. reported the GIS/Geospatial market grew 17% in 2005 reaching $3.3
Billion and they further expected worldwide GIS/Geospatial revenue to reach $3.6
billion in 2006, up from $2.82 billion in 2004.

There have been significant changes in SIM technology in the recent years. SIM's
migration from a specialty technology to a broad enterprise resource brings
opportunities for geospatial, IT infrastructure, Internet, and business
analytics vendors. With the growth, the technology has become embedded in many
business practices and solution

A report by market research firm Input predicts that state and local governments
will 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.

With the anticipated growth in the information services market, we are focusing
our services on meeting 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 solutions with an
enterprise-wide focus requiring 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.

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 view mapping as the GUI (graphic user interface) of homeland
security because it allows users to visualize data in a manner that is familiar
and well understood, thus providing 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 accelerating rapidly and there is a
growing trend to enable access to spatial information data repositories via the
Internet. Local and state governments are starting to think more like business.
Increasingly, municipalities are using location-based 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.

We believe that our long-standing reputation and technical qualifications will
enable us to take advantage of these growth markets. In particular, our
specialized 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.

                                        5


Service Areas We Focus On

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

     o    Enterprise spatial systems integration, including systems design
          through testing and operation as well as the migration of legacy
          systems to new systems;
     o    Spatial database management and integration;
     o    Information Systems that support Emergency Management and Public
          Safety including assessment, planning, response, and recovery;
     o    Executive Decision Support Systems and Executive Dashboards supporting
          decision making and constituent/customer relations;
     o    Spatial application development, including web deployment for the
          internet, intranet, and extra-net applications
     o    Asset management systems for physical, infrastructure and real
          property information, and
     o    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 SIMS, GIS and management 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 solution services that
leverage spatial information. We have developed, acquired, and/or partnered to
gain access to a set of 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.



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

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

                                       6


o    Enterprise Integration Tools. We utilize a wide span of third party "best
     of breed" technologies to accomplish unique approaches to spatial data
     integration. We have developed significant expertise in large relational
     databases such as Oracle and their spatially enabled products, e.g. Oracle
     Spatial. In addition we have deployed Xmarc's enterprise spatial
     integration tool kit, for use in conjunction with third party GIS and
     database software which makes multi-platform spatial data more accessible.
     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. These include our own deployment of Xmarc as part of SIMS solutions and
enterprise executive dashboards as well as the solutions of third party
providers. 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. Since our acquisition of the product, we have
developed five new releases, the most recent being Xmarc version 7.0 (released
in January 2007) as well as several solution specific derivative products
including STEPs (Spatial Template for Emergency Preparedness), an application
for emergency response and public safety).

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 Emergency Operation Center applications
and data bases. Our GIS applications, such as STEP (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 value 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 support
o  Emergency dispatch                          o  Damage assessment and recovery
o  Tactical/field operations support

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.

                                       7



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.

     -    Executive Dashboards and Portals - These solutions provide a common
          and single user interface to a broad range of legacy data, typically
          correlated using location or geography among other data attributes.
          PlanGraphics STEPs is one such example.

     -    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.

     -    Virtual data warehouse leveraging both internal and external networks
          of specific ciustomers we have developed information exchanges that
          bridge disparate data bases and legacy applications

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. 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 numerous third party companies We also have
extensive experience in working with other "core technologies" and in
integrating commercial software packages and databases, such as:

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, street address assignment and management systems
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.

                                       8


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, and mid-tier national
systems integrators.

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 maintain and grow our presence in the information services industry
by building on our reputation and specialty skills, and to achieve growth
through restructuring, refinancing, strategic business alliances and other
business initiatives.

Competition in our Markets

The SIMS 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
     building competencies in leading edge solutions.

                                       9


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 76% of our revenue in fiscal year 2005 was generated through the
public sector, which is comprised of state and local government and public
utilities customers. Another 18% of our revenue was generated through
international customers, with the majority coming from World Bank-sponsored
projects in The People's Republic of China and 6% derived from commercial
customers. We are working to develop our Federal Sector practice as we build
partnerships with firms that have a broader entre to federal agencies. During FY
2004 we completed an Enterprise Architecture project for the Department of
Housing and Urban Development which has recently been recognized as an exemplary
project by the office of Management and Budget.

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 (referred to herein as the Xmarc products) previously owned
by a Swiss based investment company, HPI, LLC. We diligently protect these
proprietary rights in the same manner as described above.

Employees

As of September 30, 2005 we employed 35 full-time employees. Four of those
employees were in executive management and two had practice management
responsibilities. An additional eight employees were executive consultants. We
increasingly subcontract work to business partners and independent consultants
who now generate approximately 30% of our revenue.

As of February 17, 2007, we have further streamlined our workforce and now have
30 full-time employees. Our Executive Management Team members, who are
responsible for overseeing and guiding corporate management and strategy, have
an average of 28 years of industry experience and more than 15 years of tenure
with PlanGraphics.

None of our employees are represented by a labor union. Although employee
attrition has increased, we have not experienced employee work stoppages in the
traditional sense. Cash flow constraints adversely impacted our ability to make
timely payroll and subcontractor payments (as discussed later in this report)
which resulted in higher than average employee attrition and occasional delays
in subcontractor performance.

International Operations

We continue to conduct 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. We maintain a
reputation for successful execution of World Bank-funded projects, particularly
in China and have directed some of our sales and marketing to commercial firms
in China and Europe.

We endeavor to limit our exposure to changes in the international economic
climate by denominating our consulting and implementation contracts in United
States currency, by concentrating on overseas projects for provinces and
municipalities that are funded by the World Bank and by forming alliances and
building relationships with third parties knowledgeable of the country specific
business cultures and we maintain value added reseller agreements in targeted
foreign markets for our Xmarc products.

                                       10


In April 2004, we acquired the intellectual property and associated assets of
Xmarc's spatial integration tools. We also acquired a wholly owned subsidiary
and value added reseller, Xmarc, Ltd. of the United Kingdom, which serves a
number of customers across Europe. 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. Contracts are
typically denominated in British Pounds and Euros. We also make the integration
tool kit available to clients and through distributors and value added resellers
in the US, Australia, and New Zealand.

Compliance with Environmental Laws

We have not incurred costs in complying with environmental laws during the
periods encompassed by this report.

Research and Development Costs

During FY 2005 we recorded minimal 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. We limit our
R&D expenses to work that can be funded by maintenance revenue from the Xmarc
technology, by cost sharing or available grants.

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.

                                  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.

Liquidity concerns. For the fiscal years ended September 30, 2005 and 2004, we
had net losses of $375,764 and $989,583, respectively. For the same periods, we
had cash flows provided by operations of $1,053,162 and $186,748, respectively.
We had a working capital deficit of $1,543,375, and an accumulated deficit of
$20,196,921 at September 30, 2005, and have had recurring net losses in all
prior fiscal years since 1998. Our ability to continue operations is dependent
upon our ability to generate profitable operations in the future or to obtain
the necessary financing to meet our obligations and pay our liabilities from
normal business operations when they come due. However, we continue to
experience very constrained cash availability resulting in delayed payrolls and
payments to subcontractors. The inability to timely pay subcontractors has
adversely impacted our capacity to service certain major projects. It has also
been a factor in employee attrition.

We will require additional funds through equity, debt, or other external
financing in order to fund and operate our business. Our financing arrangement
with Rockland pursuant to which Rockland purchases a portion of our accounts
receivable for up to 85% of the face value of such receivables; this financing
arrangement was recently extended to June 30, 2007. If we continue to experience
net losses, we will need to obtain working capital through additional debt or
equity financings (See subsequent events, below). 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.

We have experienced decreasing revenues. Our total revenue has decreased over
the past several years and is expected to decrease again in fiscal year 2006
before increasing in 2007. We are reporting a net loss of $375,764 for 2005; it
results from $450,000 of goodwill impairment. We also expect to report a net
loss for 2006 prior to improvement in 2007.

                                       11


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

o    Continued cash flow constraints causing delays in making payments to
     subcontractors and to employees;
o    Loss of customers, seasonal fluctuations in demand for our services;
o    Adverse economic impacts affecting 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    Downward pressure on prices due to increased competition; and
o    Changes in our operating expenses, including compensation and subcontractor
     costs; fluctuations caused by these and other factors could cause our
     business to suffer.

Our revenues historically are concentrated in a limited number of customers. 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 Environmental
Protection (NYDEP) represented 25% and 10% of revenues for the years ended
September 30, 2005 and 2004, respectively while the New York State Office of
Cyber Security and Critical Infrastructure Coordination (CSCIC) accounted for
15% of FY2005. NYDEP accounted for 31% and The Italian Ministry of Finance
accounted for 18% of billed accounts receivable at September 30, 2005 while
NYDEP represented 35% of accounts receivable at September 30, 2004.

Of the billed accounts receivable balance at September 30, 2005, $218,033 is in
excess of 120 days old. Of that amount, $43,085 is due from international
customers and the remainder from several domestic customers. During the
subsequent period all such amounts were paid 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.

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.
A key employee of PGRA is John C. Antenucci, Chief Executive Officer. PGRA
entered into an employment agreement with Mr. Antenucci on May 1, 2002 that has
subsequently been extended through December 31, 2007. The agreement contains a
non-compete provision that restricts Mr. Antenucci for three years following his
termination date, unless otherwise approved by us, from performing work either
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. It
is also possible that liquidity problems caused by constrained cash flows may
adversely affect our ability to retain technical staff required to compete
effectively.

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.

Possible change of control.
Our sale of preferred stock to an investor included a warrant for common stock.
The Warrant is exercisable for that number of shares of the Company's common
stock that will constitute eighty (80%) of the common stock outstanding on a
fully diluted basis, determined immediately after the exercise of the Warrant.
Such exercise of the warrant, if effected, would result in a change of control
of the Company.

                                       12


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:

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.

Limited cash availability may adversely affect our ability to complete work.
From time to time we encounter cash shortages that delay payments to employees
and subcontractors. Such delays may affect the completion of work due to
inability to retain technical employees or to keep subcontractors working on
projects and thus adversely affect revenue generation.

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 may be terminated 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.

We may be exposed to potential risks relating to our disclosure controls
including our internal controls over financial reporting and our ability to have
those controls attested to by our independent registered public accounting firm.
Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404") requires public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. In
addition, the independent registered public accounting firm auditing a company's
financial statements must also attest to and report on management's assessment
of the effectiveness of the company's internal controls over financial reporting
as well as the operating effectiveness of the company's internal controls. We
were not subject to these requirements for the fiscal year ended September 30,
2005. We will be required to evaluate our internal control systems in order to
allow our management to report on, and our independent auditors attest to, our
internal controls, as a required part of our Annual Report on Form 10-KSB
beginning with our report for the fiscal year ending September 30, 2008.

While we expect to expend significant resources in the near term developing the
necessary documentation and testing procedures required by SOX 404, there is a
risk that we will not comply with all of the requirements imposed thereby. At
present, there is no precedent available with which to measure compliance
adequacy. Accordingly, there can be no positive assurance that we will receive a
positive attestation from our independent auditors.

In the event we identify significant deficiencies or material weaknesses in our
internal controls that we cannot correct in a timely manner or we are unable to
receive a positive attestation from our independent auditors with respect to our
internal controls, investors and others may lose confidence in the reliability
of our financial statements and our ability to obtain equity or debt financing
could suffer.

In addition to the above, in the event that our independent auditors were unable
to rely on our internal controls in connection with their audit of our financial
statements, and in the further event that they were unable to devise alternative
procedures in order to satisfy themselves as to the material accuracy of our
financial statements and related disclosures, it is possible that we would
receive a qualified or adverse audit opinion on those financial statements and
investors and others may lose confidence in the reliability of our financial
statements and our ability to obtain equity or debt financing could suffer.

                                       13


Item 2 - DESCRIPTION OF PROPERTY

Our corporate executive offices are located in Frankfort, Kentucky. As of
September 30, 2005 we leased commercial property in the following locations:

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

Frankfort, Kentucky       land and a building   10,300 square feet         21


Silver Spring, Maryland   office space           1,800 square feet         11

The length of our leases varies from one to three years with renewal options. We
believe that such properties are adequate to meet our current needs. If 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 Subsequent Events as well as Contractual Obligations and
Commercial Commitments in Management's Discussion and Analysis in Item 6, below,
and Notes H and M to the Consolidated Financial Statements.)

On May 26, 2005, we entered into an agreement with our landlord terminating the
former capital lease for our 20,500 square foot Frankfort, Kentucky facility
effective June 1, 2005. Also effective June 1, 2005, we entered into a new
operating lease with the same landlord for 10,300 square feet in the same
building at a lower cost per square foot. The term of the new lease is through
May 31, 2008.

Item 3 - LEGAL PROCEEDINGS

We are engaged from time to time in various litigation matters in the ordinary
course of business.

Termination of Senior Officer of PGI-MD. On September 7, 2006, in Michael L.
Langley vs. PlanGraphics Inc., a former employee filed a lawsuit in Franklin
Circuit Court, Division II, in Kentucky, asserting that we had terminated his
employment for convenience and therefore he was due certain severance,
performance bonus, salary , expense and other payments. We defended our position
that the former employee was terminated for cause and that all payments due the
former employee had already been made. The Company has countersued alleging
certain facts in conflict with the Langley's employment agreement and company
policies. The Company intends to vigorously defend its position.

Defense of Non-Compete Agreement. On August 3, 2005, in PlanGraphics Inc. vs.
James Hall we filed a lawsuit in the Franklin Circuit Court of Kentucky
asserting that a former employee, Hall, had violated certain non-complete
provisions of his employment agreement with us and seeking injunctive relief.
The case was subsequently remanded to the US District Court, Eastern District of
Kentucky on September 8, 2005, at defendant's request. The court subsequently
ruled that non compete provisions of the employment contract were enforceable
and Hall entered into a settlement agreement that was satisfactory to us.

Litigation is inherently uncertain and always difficult to predict. However,
based on our understanding and evaluation of the relevant facts and
circumstances, we believe that the above-described legal matters and other
litigation to which we are a party are not likely, in the aggregate, to have a
material adverse effect on our results of operations, financial position or cash
flows. (See also subsequent events, below.)

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.

                                       14


                                     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 under
the symbol, PGRA. 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, 2003                     .090            .040

         March 31, 2004                        .090            .040

         June 30, 2004                         .080            .030

         September 30, 2004                    .040            .030

         December 31, 2004                     .050            .015

         March 31, 2005                        .040            .015

         June 30, 2005                         .015            .010

         September 30, 2005                    .015            .011


As of March 27, 2007, the last reported sales price of our common stock was
$0.007.

Based on information supplied by certain record holders of our common stock, we
estimate that as of February 1, 2007, there were approximately 3,300 beneficial
owners of our common stock, of which approximately 2,050 are registered
shareholders.

We have never declared or paid any dividends on our common stock. Because we
currently intend to retain any future earnings to finance operations and 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, 2004, March 31, 2005 and June
30, 2005, 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, 2005 we issued options to purchase 972,144 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.

                                       15


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 76% of our sales are to customers in
federal, state and local governments, and utilities; 16% to international
customers and the remaining 6% are to commercial enterprises. Our customers are
located in United States and foreign markets requiring locational or "spatial"
information.

o    We had a working capital deficit of $1,545,375 and an accumulated deficit
     of $20,196,921 at September 30, 2005, and recurring net losses in all prior
     fiscal years back to 1998. The future viability of PlanGraphics is
     dependent upon our ability to achieve profitability in future operations.

o    During FY 2005 the foremost challenge faced by management was coping with
     constrained cash flows. Management worked closely with its creditors to
     manage payments and from time to time has borrowed funds from officers and
     employees to meet temporary working capital shortages. In January 2006 we
     entered into an extension of our Master Factoring Agreement with Rockland
     which extended it through June 30, 2007 and reduced the required monthly
     volume down to $350,000 per month.

o    As a result of very constrained cash flows in FY 2005, we delayed payments
     to subcontractors and from time to time have delayed management and
     employee payrolls. We have experienced the departure of certain technical
     employees, reduced availability of subcontractors and increased legal costs
     arriving at work out agreements and settlements with creditors.

o    About our business:

     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.

     o    We earn our revenues on contracts that are awarded as long 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 implementation practice operates nationally and
          abroad. We are also pursuing opportunities related to emergency
          preparedness and public safety throughout the U.S.

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

     o    Achieving positive cash flows from operations by controlling costs;

     o    Securing funding arrangements to support operations;

     o    Changing our revenue mix to increase the amount of higher margin
          software sales;

     o    Increasing lagging revenue; and

     o    Attaining net income.


                                       16


                                Subsequent Events

Constrained Cash Impacts. Beginning with the third quarter of FY 2005 and as a
result of our increasingly constrained cash situation, we encountered
difficulties retaining staff and subcontractors to complete certain projects;
this adversely impacted our ability to service certain projects on previously
anticipated schedules and to generate revenue at historical rates. During and
after this period staff size decreased from 37 employees at September 30, 2005
to 30 employees at February 17, 2007. This staffing decrease limits our in-house
capability to generate revenue. Accordingly, when possible, we are compelled to
locate and retain subcontractors to accomplish work that otherwise might have
been done by our employees thereby reducing our gross profits on this work. As a
result;

     o    we have transferred an uncompleted project in Guangzhou, China to
          another company in exchange for appropriate remuneration.
     o    of a client failure to make timely payments for completed work that we
          invoiced, we ceased work on a sub project (Shenyang) in China. We are
          in ongoing negotiations to resolve the issue in advance of requesting
          formal arbitration.
     o    we frequently must respond to a vendor or subcontractor's demand for
          payment of delinquent accounts. In addition, we have encountered
          threatened or preliminary litigation on a number of unpaid
          liabilities. In each instance the Company has been able to arrive at
          settlement arrangements with the creditors. To date, all resulted in
          outcomes that were either neutral or favorable to PGI from a financial
          perspective.
     o    on December 21, 2006, a subcontractor issued a payment demand letter
          for past due invoices totaling approximately $430,000. The Company
          disputes the amounts invoiced and the subcontractor has entered into
          discussions with the Company regarding mutually acceptable levels of
          compensation and a payment plan.

Expiration of the LOI with IceWeb 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 cash and common stock for all of the outstanding shares of
the Company's common stock. The non-binding letter of intent, as amended,
expired without action by either party on December 31, 2005 in accordance with
its terms. The Board of Directors continues to actively explore strategic
alternatives for PlanGraphics, Inc.

Sale of Jobview Minority Interest. As reported on Form 8-K dated September 30,
2005, effective September 30, 2005, we sold our minority interest management
units owned by us to two individuals in exchange for total payment of $198,250.
Pursuant to the terms of the Agreement, we are also entitled to receive all
financial distributions related to our ownership of the units for all fiscal
years ending prior to January 1, 2005 and for Jobview's fiscal year ended
December 31, 2005, notwithstanding the fact that we will not own the units at
the end of such fiscal year.

Factoring Agreement Amendment. PlanGraphics, Inc. entered into a First Amendment
to the Master Factoring Agreement ("Amendment") with Rockland Credit Finance,
LLC ("Rockland") effective January 9, 2006. The Amendment extended the term of
the Master Factoring Agreement to June 30, 2007. In addition, the Amendment,
among other things, increased the amount by which Rockland will pay PlanGraphics
for accounts receivable invoices from 80% of the face value to 85% of the face
value of such invoices and reduced the minimum monthly volume that PlanGraphics
is required to submit to Rockland for purchase from $500,000 to $350,000.

Termination of Senior Officer of PGI-MD. On June 23, 2006, we terminated the
employment of Michael Langley, an officer of PGI-MD. Subsequently, he filed suit
alleging the company had insufficient basis for the termination, a claim that
management contests. We have accrued an estimated amount for this litigation in
the FY 2005 financial statements.

Sale of Preferred Stock and Possible Change of Control. On August 21, 2006, we
entered into a Series A Preferred Stock Purchase Agreement with Nutmeg Group,
LLC pursuant to which we sold and Nutmeg Group, LLC bought, for an aggregate
purchase price of $500,000, a total of 1,000 shares (the "Shares") of the
registrant's Series A 12% Redeemable Preferred Stock (the "Series A Preferred
Stock") and a warrant to purchase shares of the registrant's common stock with
an aggregate exercise price of $10.00 (the "Warrant," and together with the
Shares, (the "Securities"). We used the net proceeds from the sale of the
Securities to pay our independent accountants amounts due to complete the 2005
audit for our annual report and subsequent quarterly reports, to satisfy certain
of our accounts payable, and for general working capital purposes. The Warrant

                                       17


is exercisable as described in the Form 8-K dated August 16, 2006, and filed
with the SEC, for that number of shares of the Company's common stock that will
constitute eighty (80%) of the common stock outstanding on a fully diluted
basis, determined immediately after the exercise of the Warrant. Such exercise
of the warrant, if effected, would result in a change of control of the Company.

Resignation of Directors. Board Chairman Gary S. Murray and Director Bill Strang
tendered their resignations from the Board on August 16 and 17, 2006,
respectively. Both Directors cited personal reasons for their resignation. On
March 22, 2007, Raymund O'Mara tendered his resignation without citing a reason.

Expiration of Contract with Executive. On October 31, 2006, a contract between
the Company and its Chief Operating Officer expired without renewal. The officer
determined on November 7, 2006, that he would not enter into any further
extension.

Defense of Non-Compete Agreement. On November 1, 2006, the Company entered into
a Settlement Agreement with a former employee after the federal courts upheld
the application of the Company's non-compete agreement. The Settlement Agreement
was favorable to the Company.

Extension of Employment Agreements for Parent Company Officers. During February
2007 the Company entered into amendments to the employment agreements of its
chief executive officer and its chief financial officer, to extend the term of
their existing employment agreements through December 31, 2007. The amendments
provide for each officer to place a one-time amount equal to one month of FY
2007 gross salary and an ongoing fifteen percent of annual salary into a
deferred salary account. Previous incentive bonuses have been deleted from the
employment agreements and replaced with text relating to the release of the
officer's salary deferral, with the ability to earn additional amounts based on
the earnings of PGI-MD, the Company's subsidiary. The amendments also modify the
provisions regarding separation pay to effectively freeze each officer's
separation benefits at the amount accrued as of September 30, 2006, and with the
exception of the provisions for death of an officer, reduced by 50% through
August 3, 2007. As compensation for his agreement to the revised provisions of
his Employment Agreement, each of the officers is to receive a stock option
grant to acquire shares of the common stock of the Company, amounting to
1,000,000 for Mr. Beisser and 1,750,000 for Mr. Antenucci. Such options will be
fully vested upon grant and exercisable at a price of $0.015 per share and
exercisable for a period of five (5) years from issuance.


                               Financial Condition

     The following discussion of liquidity and capital resources addresses our
     combined requirements and sources as of September 30, 2005 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.

                                    Liquidity

     Readers should take into account that PlanGraphics has an accumulated
     deficit of $20,196,921 at September 30, 2005, a net working capital deficit
     of $1,545,375 at September 30, 2005, net losses for the years ended
     Setember 30, 2005 and 2004, and net losses back to 1998. Although we have
     recently extended our master factoring agreement with Rockland and reduced
     the monthly required volume (see Liquidity, below), the future viability of
     PlanGraphics is highly dependent upon our ability to achieve profitability
     in our operations in ensuing years.


During FY 2005, as a result of recording a $450,000 impairment to goodwill, we
are reporting a net loss of $375,764. We also have experienced very constrained
cash flows. The limited cash flows have, 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
payments were late. As a result, we could be subject to certain regulatory or
statutory penalties. We continue to experience very constrained cash flows as of
the filing of this report and as a result delayed payments to certain
subcontractors have resulted in temporary work stoppages and delays in employee
payroll disbursements. Consequently, we have experienced attrition of
professional staff and difficulties keeping subcontractors on the job in support
of certain projects adversely impacting revenue and cash generation.

                                       18


We entered into a First Amendment to the Master Factoring Agreement
("Amendment") with Rockland Credit Finance, LLC ("Rockland") effective January
9, 2006. The Amendment extended the term of the Master Factoring Agreement to
June 30, 2007, In addition, the Amendment, among other things, increased the
amount by which Rockland will pay PlanGraphics for accounts receivable invoices
from 80% of the face value to 85% of the face value of such invoices and reduced
the minimum monthly volume that PlanGraphics is required to submit to Rockland
for purchase from $500,000 to $350,000.

Operations in recent years have been financed by the following sources:
     o    revenue generated from operations;
     o    loans from management and employees;
     o    loans and lines of credit; and
     o    equity proceeds through public offerings and private placements of our
          securities;

We have taken actions to leverage our technical capabilities and reputation in
order to improve cash flows and to reduce costs and expenses to the maximum
extent possible.

Cash Flow

As of September 30, 2005 we had a working capital deficit of $1,545,375 as
compared to a working capital deficit of $1,196,641 at September 30, 2004. The
ratio of current assets to current liabilities decreased further to .64 from .74
for the prior year. The decrease in working capital of $348,734 resulted
primarily from a net decrease of $699,746 in current assets mainly from a
$731,004 decrease in accounts receivable caused by collections and by the
removal of $208,811 from unbilled work in progress due to longstanding
inactivity on certain projects. Offsetting this was a decrease in current
maturities of notes payable. There was also a decrease in accrued payroll costs
and vacations as a result of payments made of delayed payroll accruals during
the current fiscal year that had been awaiting funds for disbursement.

The decrease in accounts receivable brought the number days of revenue
outstanding in the accounts receivable balance down from 159 days at September
30, 2004 to 143 at September 30, 2005. We believe that our receivables are
collectible, net of doubtful accounts, and that the allowance for doubtful
accounts is adequate. We do not have any off-balance sheet financing
arrangements.

In the fiscal year ended September 30, 2005, operations provided net cash of
$1,053,162, an improvement of $866,414 when compared to net cash provided of
$186,748 in the year ended September 30, 2004. The increase in cash provided by
operations during FY 2005 resulted primarily from the decrease in net loss of
$989,583 for FY 2004 to a net loss of $375,764 for an improvement of $613,819
and growth in deferred revenue.

In the fiscal year ended September 30, 2005, net cash used in investing
activities was $272,887 as compared to $42,294 of net cash used in investing
activities in the year ended September 30, 2004. Increased technology purchases
accounted for the change.

Financing activities used net cash of $798,404 in the year ended September 30,
2005, as compared to net cash used of $153,113 in the year ended September 30,
2004. The net change of $645,291 from last year to this year was primarily
caused by a net increase of $708,946 in payments on and proceeds from debt.

                                       19


Accounts Receivable

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

                Accounts Receivable

                                          2005         2004
                                          ----         ----

Billed                                 $  655,609   $2,395,119
Unbilled                                2,050,355    1,008,638
                                       ----------   ----------
                                        2,705,964    3,403,757
Less allowance for doubtful accounts       33,211         --
                                       ----------   ----------
Accounts receivable, net               $2,672,753   $3,403,757
                                       ==========   ==========


Accounts receivable balances at September 30, 2005 and 2004, 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 that generally have longer
collection periods, which is consistent with industry experience for clients in
the public sector.

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. Unbilled work-in-progress includes revenue earned
as of the last day of the reporting period which will be billed in subsequent
days. The amount of unbilled revenues will vary in any given period based upon
contract activity.

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 Environmental
Protection (NYDEP) represented 25% and 10% of revenues for the years ended
September 30, 2005 and 2004, respectively while the New York State Office of
Cyber Security and Critical Infrastructure Coordination (CSCIC) accounted for
15% of FY2005. NYDEP accounted for 31% and The Italian Ministry of Finance
accounted for 18% of billed accounts receivable at September 30, 2005 while
NYDEP represented 35% of accounts receivable at September 30, 2004.

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.

Deferred revenue amounts of $824,738 and $546,602 at September 30, 2005 and
2004, respectively, represent amounts billed in excess of amounts earned.

Contractual Obligations and Commercial Commitments

The following table highlights, as of September 30, 2005, our contractual
obligations and commitments by type and period. As of September 30, 2005, our
contractual obligations and commitments are as follows:


                                       20




                            AMOUNT OF PAYMENTS DUE BY PERIOD


                             TOTAL         UNDER
CONTRACTUAL                 AMOUNTS         1          2 TO 3       4 TO 5       OVER 5
OBLIGATIONS                COMMITTED       YEAR        YEARS        YEARS        YEARS
- ---------------------      ----------   ----------   ----------   ----------   ----------
                                                                
Related party
  note payable                 18,000       18,000         --           --           --


Operating leases            1,485,537      292,541      250,614      221,454      720,928

Remaining obligations            --           --
  on technology purchase      186,029       51,029      135,000

Other contractual
  commitments (Note 2)        540,677      385,677      155,000         --           --
                           ----------   ----------   ----------   ----------   ----------

Total contractual
Commitments                $2,230,243   $  747,247   $  540,614   $  221,454   $  720,928
                           ==========   ==========   ==========   ==========   ==========


     (1)  Subsequent to the end of FY 2004, we renegotiated the lease for our
          Frankfort facilities; the landlord entered into an agreement in
          principle under which the capital lease will be terminated and we will
          enter into an operating lease, both effective June 1, 2005. The new
          operating lease for less space reduced cash outflow by approximately
          $197,000 per annum.
     (2)  Represents potential required termination payments under employment
          agreements if certain officers were terminated plus the amount of
          accrued vacation liabilities for all employees.


Capital Resources

At September 30, 2005, as a result of our lease negotiations, we had no capital
lease payment commitments for FY 2006; capital lease commitments of $1,778,502
at September 30, 2004 required annual payments of $293,345 during FY 2005. For
FY 2006 we have operating lease commitments of $292,541. Normal operating cash
flows for FY 2005 were not adquate to consistently fund the required payments on
a timely basis. In May 2005 the lessor of our Frankfort facilities signed an
agreement in principle to terminate our capital lease and enter into an
operating lease for one-half the space previously used which reduced our lease
costs by approximately $197,000 per year. We consider our facilities adequate to
support anticipated sales and operations for the next several years;
accordingly, no major commitment for facilities expansion has been entered into
for the year ending September 30, 2005. 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 1998, we have funded our
operations and working capital needs primarily through the public and private
placement of our equity securities. We have also on occasion borrowed limited
amounts from officers and other staff.in order to fund temporary working capital
requirements. At September 30, 2005, we owed Mr. Murphy, PGI-MD's chief
financial officer, $18,000 for such amounts.

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 forbearance
agreements allowing us to continue to use the line of credit 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%

                                       21


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. Effective February 17, 2005, KCap
transferred the financing arrangement to one of its investors, Rockland Credit
Finance LLC ("Rockland"), and on the same date we executed agreements with
Rockland incorporating comparable terms and conditions as the KCap agreement and
paid the remaining BB&T balance in full. The agreement was extended for an
additional year to February 17, 2007 and on January 9, 2006 it was amended as
noted above and the expiration date extended to June 30, 2007.

As of September 30, 2005, we had cash and cash equivalents of $1,428. While we
have entered into a new and larger factoring 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.

Operations Outlook

Our revenue for FY 2005 amounted to $6,839,575 for a decrease of approximately
13% from FY 2004, We expect a further decrease in revenue for FY 2006 to result
in a net loss. While we expect FY 2007 revenue to be lower than for FY 2005, we
anticipate that our intensive cost reduction actions and our focus on higher
profit margin projects should yield bottom line net income for FY 2007.

We had work backlog and assignments at October 31, 2005, of approximately $14
million of which approximately $11 million was funded. Our backlog includes
projects that may take from three to 48 months to complete.

More recently our backlog and assignments as of December 31, 2006 amount to
approximately $ 5.5 million, all of which is funded. The decrease in backlog and
assignments from October 31, 2005 was caused by the natural drawdown of
multi-year contracts including the New York City Department of Environmental
Protection and several of the large World Bank China projects, the transfer of
the Guangzhou project to a US based business partner and the reduction of
project scope with a state government client. Delays in the completion of
several competitive awards also hampered the process of securing new contracts
in the second half of the fiscal year.

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. 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.

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. We have partnered
with Genutec Business Solutions' subsidiary American Emergency Notification
(AEN) to provide mass alert notification (in excess of 3.5 million phone calls
per hour) based, in part, to specific geographic areas that are threatened or
experiencing emergency conditions. STEPs serves as the proprietary user
interface to the AEN dialing platform that is typically accessed through the AEN
web based application service.

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.

Currently, we plan to continue 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. As an example, the San Francisco Department of
Telecommunications and Information Systems awarded us a project in FY 2006 to
build out the "hub" of an inter-agency repository for the City and County's
Criminal Justice System.

                                       22


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
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. During fiscal
year 2005 we recorded approximately$572,000 in Xmarc related revenues. 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 85% of the face value pending collection when the remainder
less a varying discount is remitted to us. Accordingly, our management team
believes that while our cash flows are very constrained, we have the capacity to
address the immediate needs for cash and liquidity. We have also aggressively
controlled costs and expenses. Funds from the factoring facility available to
PlanGraphics met the cash needs of the company through September 30, 2006.

                              Results of Operations

                                                     Years Ended September 30
                                                      2005              2004
                                                      ----              ----

Statement of Operations Information:
Revenues                                           $ 6,839,575      $ 7,827,923
Cost and expenses                                    7,587,102        8,603,026
Operating loss                                        (747,527)        (775,103)
Net loss                                              (375,764)        (989,583)

Balance Sheet Information:
Total assets                                         5,372,455        6,741,683
Total current liabilities                            4,296,258        4,647,270
Working capital (deficit)                           (1,545,375)      (1,196,641)
Shareholders' equity                                   491,197          866,961



Result of operations for the year ended September 30, 2005 compared to September
30, 2004

Revenues

Our revenues decreased by $988,378 or 13% from $7,827,923 for the fiscal year
ended September 30, 2004 to $6,839,575 for the fiscal year ended September 30,
2005. Unavailability of working capital as needed adversely impacted our ability
to keep technical staff and subcontractors continuously on certain projects
generating revenue which caused the decrease noted elsewhere in this report. The
sources of our revenues were:

                                                     FY 2005      FY 2004
                                                    ----------   ----------
Local government                                    $4,256,802   $5,332,941
State government                                       966,507      466,278
Federal government                                           0      297,555
Commercial customers                                   413,410      248,513
International                                        1,202,856    1,482,636
                                                    ----------   ----------
         Total                                      $6,839,575   $7,827,923


                                       23


Total Costs and Expenses

Total costs and expenses for the fiscal year ended September 30, 2005 amounted
to $7,587,102, a decrease of $1,015,924, or 12%, compared to $8,603,026 for the
fiscal year ended September 30, 2004. Changes in costs and expenses from the
prior year are:

o    Direct contract costs decreased $1,188,293, or 22%, following the decrease
     in revenue from the prior year.

o    Salaries and employee benefits decreased about $375,864, or 22%, as a
     result of the decrease in revenue and associated staff attrition.

o    General and administrative expenses increased $153,287 during 2005 or 18%,
     a lower rate than the prior fiscal year:

     o    Increases occurred in:

          o    Rent, $68,587, for payments on the new operating lease which
               replaced the former capital lease for our Frankfort, Kentucky
               facility;

          o    Impairment of goodwill, $450,000 versus none in the prior year.

          o    Estimated settlement expenses, $55,008, for litigation related to
               a terminated employee;

          o    Professional fees, $28,456 primarily due to recruiting fees;

          o    Lodging expenses, $26,610, and .

          o    Accounting and tax service expenses, $19,025.

     o    Decreases occurred in the following areas which partially offset
          increases:

          o    Consulting $23,076;

          o    Contract labor, $19,233;

          o    Property insurance, 17,422, and

          o    Legal services, $17,073.


o    Marketing costs decreased by $68,043, or 36%, primarily from the following
     reductions:

     o    Conference expenses $14,031
     o    Professional fees $27,971
     o    Reduced transportation costs $12,864

o    Other operating expenses increased by $12,990, or 4% primarily because of
     increased amortization of Xmarc software developed for sale to third
     parties

Net Income

Our operating loss for the fiscal year ended September 30, 2005 was $747,527
compared to an operating loss of $775,103 for FY 2004. This change of $27,576
was primarily a result of the decrease in direct contract costs noted above.

Interest expense decreased by $73,052 to $218,033 in FY 2005 as compared to a
total of $291,085 during FY 2004; this represents a decrease of 25% caused by a
reduction in our financing usage as revenue generation decreased and by our
shifting of credit financing to vendors, subcontractors and employees.

                                       24


Other income increased $38,186 or 50% from the prior year total primarily as a
result of other income recorded for the forgiveness of certain debt.

Our net loss for the fiscal year ended September 30, 2005 was $375,764 compared
to a net loss of $989,583 for FY 2004, a change of $613,819. The change was
primarily from reduced direct contract costs and impairment expense partially
offset by the one-time gains recorded for sale of Jobview and for the capital
lease termination gain.

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 forbearance
agreements allowing us to continue to use the line of credit 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 purchases 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. As noted above, on February 17, 2005 the
arrangement was transferred by KCap to Rockland Credit Finance LLC and effective
January 9, 2006 we have entered into an amendment with Rockland that extends the
term through June 30, 2007 and increases the initial payments to 85% of invoice
face value and reduces the required monthly volume down to $350,000.

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, 2005, and during the
prior fiscal year, we were not a party to any derivative arrangement. We do not
engage in trading, hedging, market-making or other speculative activities in the
derivatives markets.

Most of our international sales are denominated in U.S. dollars with the
exception of the payments made to Xmarc Limited whose clients pay in British
Pounds Sterling and Euros. 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.

Foreign Currency Exchange Rate Risk: We conduct business in a number of foreign
countries and, therefore, face exposure to slight but adverse movements in
foreign currency exchange rates. International revenue was about 16% of our
total revenue in 2005, although only about $450,000, or 44% of our international
revenue, was denominated in a currency other than U.S dollars. Since we do not
use derivative instruments to manage foreign currency exchange rate risks, the
consolidated results of operations in U.S. dollars may be subject to a small
amount of fluctuation as foreign exchange rates change. In addition, our foreign
currency exchange rate exposures may change over time as business practices
evolve and could have a material impact on our future financial results.

Our primary foreign currency exposure is related to non-U.S. dollar denominated
sales, cost of sales and operating expenses related to our international
operations. This means we are subject to changes in the consolidated results of
operations expressed in U.S. dollars. Other international business, consisting
primarily of consulting and systems integration services provided to
international customers in Asia, is predominantly denominated in U.S. dollars,
which reduces our exposure to fluctuations in foreign currency exchange rates.
There have been and there may continue to be period-to-period fluctuations in
the relative portions of international revenue that are denominated in foreign
currencies.

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

                                       25


Critical Accounting Policies

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.

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 104 "Revenue Recognition" ("SAB
104"). SAB 104 provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements and updates Staff Accounting
Bulletin Topic 13 to be consistent with Emerging Issues Task Force Issue No.
00-21, "Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). We
recognize revenues when (1) persuasive evidence of an arrangement exists, (2)
the services have been provided to the client, (3) the sales price is fixed or
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.

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. Goodwill represents the excess of the purchase
price over the fair value of the assets acquired. The Company accounts for
goodwill in accordance with Statement of Financial Accounting Standard (SFAS)
No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 requires the use
of a non-amortization approach to account for purchased goodwill and certain
intangible assets. Under the non-amortization approach, goodwill and certain
intangible assets are not amortized into results of operations, but instead are
reviewed for impairment at least annually and written down and charged to
results of operations in the periods in which the recorded value is determined
to be greater than the fair value. As a result of an internal analysis of
goodwill, the Company has recorded an impairment of $450,000 to goodwill at
September 30, 2005.


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
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. The Company has reviewed these
assets recorded at September 30, 2005 and found no impairment.

                                       26


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 2005.

Deferred Tax Valuation Allowance -- FY 2005

We have net operating loss carry-forwards of approximately $15.2 million as of
September 30, 2005 with expirations through 2025 (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 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:


SFAS 123R. In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123 (revised in December
2004), "Share-Based Payment." This statement establishes standards for the
accounting of transactions in which an entity exchanges its equity instruments
for goods or services, primarily when it obtains employee services in
share-based payment transactions such as stock options grants. SFAS No. 123R)
supersedes the Accounting Principles Board Opinion No. 25, Accounting for Stock
issued to Employees. The pro forma disclosure previously permitted under SFAS
123 will no longer be an acceptable alternative to recognition of expenses in
the financial statements. This new Statement requires public entities to measure
the cost of employee services received in exchange for an award of equity
instruments based upon the grant date fair value of the award, with this cost
being recognized over the period during which an employee is required to provide
the services. This statement is generally effective with the first reporting
period beginning after June 15, 2005; however, for public entities that file as
small business issuers it is effective as of the beginning of the first interim
or annual reporting period that begins after December 15, 2005. Accordingly, we
will adopt this Statement in the second quarter of fiscal year 2006 and we are
currently evaluating the impact of this pronouncement's future impact on our
financial position and results of operations when it is implemented.

SAB 107. In March 2005, the SEC released SAB No. 107 "Share-Based Payment" which
provides interpretive guidance related to the interaction between SFAS 123(R)
and certain SEC rules and regulations. It also provides the SEC staff's views
regarding valuation of share-based payment arrangements. Management believes
this Staff Accounting Bulletin will have an impact on future share-based
transactions of the Company but cannot determine the impact at this time.

FIN 47. In March 2005, the FASB issued FASB Interpretation No. 47 ("FIN 47"),
"Accounting for Conditional Asset Retirement Obligations - an Interpretation of
FASB Statement No. 143, "Accounting for Asset Retirement Obligations." FIN 47
clarifies that the term conditional asset retirement obligation ("CARO") as used
in FASB Statement No. 143, "Accounting for Asset Retirement Obligations" ("SFAS
No. 143"), refers to a legal obligation to perform an asset retirement activity
in which the timing and (or) method of settlement are conditional on a future
event that may or may not be within the control of the entity. The obligation to
perform the asset retirement activity is unconditional even though uncertainty
exists about the timing and (or) method of settlement. Therefore, an entity is
required to recognize a liability for the fair value of a CARO when that
obligation is incurred (generally upon acquisition, construction, or development
and (or) through the normal operation of the asset), if the liability's fair

                                       27


value can be reasonably estimated. Any uncertainty surrounding the timing and
method of settlement that is conditional on the occurrence of a future event
should be factored into the measurement of the liability, not the timing of its
recognition. If sufficient information is not available at the time the
liability is incurred, paragraph 3 of SFAS No. 143 requires a liability to be
recognized initially in the period in which sufficient information becomes
available to estimate its fair value. The provisions of FIN 47 are effective no
later than fiscal years ending after December 15, 2005. Retrospective
application of interim financial information is permitted but is not required.
The Company adopted this pronouncement for fiscal year 2006. The adoption of FIN
47 did not have a significant impact on the Company's financial position or
results of operations.

SFAS 154. In May 2005 the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires
retrospective application to prior periods' financial statements for changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154 also
requires that retrospective application of a change in accounting principle be
limited to the direct effects of the change. Indirect effects of a change in
accounting principle, such as a change in non-discretionary profit-sharing
payments resulting from an accounting change, should be recognized in the period
of the accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, non-financial assets be
accounted for as a change in accounting estimate effected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. We do
not expect the adoption of this SFAS to have a material impact on our financial
position, results of operations or cash flows.

SFAS 155, On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain
Hybrid Instruments," which amends SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," and SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 155
allows financial instruments that have embedded derivatives to be accounted for
as a whole (eliminating the need to bifurcate the derivative from its host) if
the holder elects to account for the whole instrument on a fair value basis.
SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS
140. This statement is effective for all financial instruments acquired or
issued in fiscal years beginning after September 15, 2006. We do not expect the
adoption of this new standard to have a material impact on our financial
position, results of operations or cash flows.

SFAS 156, In March 2006, the FASB issued FASB Statement No. 156, Accounting for
Servicing of Financial Assets - an amendment to FASB Statement No. 140.
Statement 156 requires that an entity recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial asset by
entering into a service contract under certain situations. The new standard is
effective for fiscal years beginning after September 15, 2006. We do not expect
the adoption of this new standard to have a material impact on our financial
position, results of operations or cash flows.

FIN 48. In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes ("FIN No. 48"), which clarifies the accounting for
uncertainty in income taxes recognized in the financial statements in accordance
with SFAS No. 109, Accounting For Income Taxes ("SFAS 109"). The interpretation
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The interpretation also provides guidance in
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN No. 48 requires that tax positions
previously held which no longer meet the more-likely-than-not recognition
threshold should be derecognized in the first financial reporting period in
which the threshold is no longer met. Use of a valuation allowance as per SFAS
109, is no longer an appropriate substitute for the derecognition of a tax
position. The interpretation is effective for fiscal years beginning after
December 15, 2006. We have not yet evaluated the impact of the adoption of FIN
No. 48 on our financial position, results of operations or cash flows.

SFAS 157. During the quarter ended September 29, 2006, the FASB issued Statement
No. 157, Fair Value Measurements ("SFAS 157"), which defines fair value as a
market based measurement, creates a GAAP framework for measuring fair value and
requires expanded disclosures about fair value measurements. While this
statement does not impose any new fair value measurements, it does apply, with
certain exceptions, to other pronouncements that either require or permit fair
value measurements. SFAS 157 defines fair value as a market based measurement
between market participants and not as an entity specific measurement. Fair

                                       28


value is either (1) the price received when selling an asset or (2) the price
paid to transfer a liability at the measurement date. SFAS 157 creates a fair
value hierarchy which prioritizes the input that should be used in evaluating
the assumptions used in pricing techniques used to measure fair value. SFAS 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007. We do not expect the adoption of SFAS 157 to have a
significant impact on our results of operations or financial condition.

SAB 108. During the quarter ended September 29, 2006, the Securities and
Exchange Commission released Staff Accounting Bulletin 108, Considering the
Effects of Prior Year Misstatements in Current Year Financial Statements ("SAB
108"), which provides guidance on how the effects of the carryover or reversal
of prior year misstatements should be considered in quantifying a current year
misstatement. SAB 108 calls for the quantification of errors using both a
balance sheet and income statement approach based on the effects of such errors
on each of the company's financial statements and the related financial
statement disclosures. SAB 108 is effective for financial statements issued for
the fiscal year ending after November 15, 2006. We do not expect the adoption of
SAB 108 to have a significant impact on our results of operations or financial
condition.

SFAS 158. In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS
No. 158"). SFAS No. 158 requires that employers recognize on a prospective basis
the funded status of an entity's defined benefit pension and postretirement
plans as an asset or liability in the financial statements, requires the
measurement of defined benefit pension and postretirement plan assets and
obligations as of the end of the employer's fiscal year, and requires
recognition of the funded status of defined benefit pension and postretirement
plans in other comprehensive income. SFAS No. 158 also requires additional
disclosures in the notes to the financial statements. The Company does not have
a defined benefit pension plan and therefore this standard will not have and
impact on its consolidated 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.

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

None

Item 8A - Controls and Procedures

As of September 30, 2005, 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 are 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.

In the fourth quarter of fiscal year 2005, there has been 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.

Our management does not expect that disclosure controls and procedures or
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.

                                       29


We have begun the extensive process of documenting and evaluating our internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act which will apply to us beginning with our fiscal year 2008.
Section 404 will require an annual report by our management on the effectiveness
of our internal controls over financial reporting and for our independent
registered public accounting firm to attest to management's evaluation report.

Item 8B - Other information

None


                                    PART III

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

Our directors and executive officers as of March 27, 2007, were:

         Name                     Age               Position

         John C. Antenucci        60     Director, President and Chief Executive
                                         Officer of PGRA; President and Chief
                                         Executive Officer of PGI-MD

         Frederick G. Beisser     64     Senior  Vice President - Finance,
                                         Secretary and Treasurer

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, 1998. 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, 1998 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. 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 Boise, Idaho.

                                       30


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

We are not required to designate an audit committee financial expert and the
board of directors has not done so.

As of March 22, 2007, we no longer have an audit committee of the Board of
Directors.


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 the fiscal year ended September 30, 2005, 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. The board of directors has not yet extended the code to
apply to other officers of the Company.


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, 2005, September
30, 2004 and September 30, 2003 to certain of our executive officers.




                                       31




                                                 Annual Compensation                   Long Term Compensation
                                                 -------------------                   ------------------------
                                                                                        Awards         Payouts
                                                                                        ------         -------
   Name and                                                        Other Annual                        LTIP
   Principal                                           Bonus       Compensation       Options/        Payouts     All Other
   Position                Year      Salary ($)         ($)            ($)        SARs granted (#)      ($)          ($)
   --------                ----      ----------        -----       ------------   ----------------      ---          ---
                                                                                                

John C.                    2005       $142,200           -              -            972,144(1)          -            -
Antenucci, Vice            2004       $158,963           -              -            972,144(1)          -            -
Chairman,  President       2003       $143,864           -              -            972,418(1)          -            -
and CEO

Gary Reed, Director and    2005       $113,934           -              -                -               -            -
Chief Operating Officer    2004       $135,937           -              -                -               -            -
of PlanGraphics            2003       $114,901           -              -                -               -            -

(1)  Grants to Mr. Antenucci in FYs 2003, 2004 and 2005 were the annual required
     grants pursuant to his employment agreement.
(2)  Mr. Reed resigned his position with the Company as of November 7, 2006.

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

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                              972,144                  100%                   $0.02             April 30, 2010

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


                                       32


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                                                     4,857,760/ 0(1)
CEO                                 -                      -                                         $0.00/$0.00

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

(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 since received additional option grants pursuant to his
     employment agreement. As noted below under Employment Agreements, Mr.
     Antenucci is also 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 on May 1, 2002, 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
pro-rated for a new director appointed after a board year has begun.
Non-employee 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%.

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

                                       33


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.

We recently extended Mr. Antenucci's employment agreement through December 31,
2007.

Mr. Beisser.

We entered into a three-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%.

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 through December 31, 2007.


Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities Authorized for Issuance Under Equity Compensation Plans.


                                       34


                                    EQUITY COMPENSATION PLAN INFORMATION
                                         (As of September 30, 2005)

                                     (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.                       10,356,760                       $0.04                           2,183,254

Equity Compensation plans
  not approved by security
  holders                         4,830,331                       $0.04                                --
                                  ---------                       -----                           ---------
Total                            13,215,215                       $0.04                           3,182,986
                                 ----------                       -----                           ---------

The 4,830,331 securities to be issued upon exercise of outstanding options or
warrants represent the remaining warrants from the following warrant issues:

     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 March
27, 2007:

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

ICTS 1994 (USA) Inc.              17,142,857(3)
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.


                                       35



Security ownership of management:

Directors and officers of PGRA owned the following percentages of our common
stock as of March 27, 2007:
- --------------------------------------------------------------------------------
Name and Address of                  Amount & Nature of            Percentage
Beneficial Owner                    Beneficial Ownership
- --------------------------------------------------------------------------------

John C. Antenucci              10,902,065(1)                          10.1%
President, 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%
Senior Vice President -        Sole dispositive and voting power
Finance, Secretary and
Treasurer
c/o PlanGraphics, Inc.
10940 S. Parker Rd, #533
Parker, Colorado 80134

All Directors and Officers     ---------------------------------------------
As a group (2 persons)         12,261,965                             11.5%
                               ---------------------------------------------

(1)  Includes 4,857,760 shares of common stock issuable pursuant to the exercise
     of options and 205,000 shares of common stock owned by Mr. Antenucci's
     spouse and minor child, 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.


Item 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John C. Antenucci, President and a director of PGRA, is a 10% partner in Capital
View Development, LLC, the owner of the facilities in Frankfort, Kentucky leased
by PGI-MD. Effective June 1, 2005, the annual lease cost for such facilities is
approximately $105,000 per year for 10,500 square feet. PGI-MD entered into the
original facility lease in 1995 and recently terminated the capital lease and
entered into a new operating lease for the same facility. The transaction was
considered to be in the best interests of PGI-MD when the original lease was
signed and most recently, in June 2005, when the new lease was agreed to, 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, 1998. 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 as of September 30, 2004 the outstanding balance of the debt owed
Mr. Antenucci is $85,903. 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. As of January 7, 2005, when we entered into the new
financing arrangement with KCap, the guarantee obligations of Mr. Antenucci were
terminated and the remaining balance owing to Mr. Antenucci was $97,120 as of
February 28, 2007.

                                       36


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. 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. Each company's Board of Directors approved the loan of
funds to each of its officers as being in the company's best interest. 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. During
the twelve months ended September 30, 2004, each officer paid his balance in
full.

During the third and fourth quarters of FY2003, Mr. Antenucci made a number of
working capital loans to PGI. Such amounts were paid in full during February
2004. During September 2004, Mr. Antenucci advanced $9,000 to the Company which
was repaid in full during October 2004. Mr. Antenucci continues to defer
liquidation of certain financial obligations of the company to him resulting
from his Employment Agreement. As of September 30, 2005 those amounts were
approximately $104,404.


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

2.1       Acquisition Agreement between DCX, Inc. and PlanGraphics, Inc. (filed
          with Current Report, Form 8-K, on September 24, 1998 and incorporated
          herein by reference)

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 November
          6, 1996 (filed with Current Report, Form 8-K, on November 27, 1996 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).

3.5       Amendment to Articles of Incorporation filed with the Colorado
          Secretary of State on August 18, 2006 (filed on Form 8-K, dated August
          16, 2006, 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       1998 Equity Incentive Plan (filed with Annual Report on Form 10-KSB on
          January 13, 1998 and incorporated herein by reference).

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

                                       37


4.4       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).

4.5       Series A Preferred Stock Purchase Agreement, dated August 21, 2006,
          between PlanGraphics, Inc. and Nutmeg Group, LLC. (filed on Form 8-K,
          dated August 16, 2006, and incorporated herein by reference).

4.6       Form of Warrant issued to Nutmeg Groupl pursuant to the Series A
          Preferred Stock Purchase Agreement (filed on Form 8-K, dated August
          16, 2006, and incorporated herein by reference).

10.1      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).

10.2      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).

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

10.4      Extension of Reed Employment Agreement, letter dated August 30, 2005
          (filed on Form 8-K, dated August 30, 2005 and incorporated herein by
          reference).

10.5      Form of Extension of Employment Agreement, letter dated December 21,
          2005 (filed on Form 8-K, dated January 9, 2006 and incorporated herein
          by reference).

10.6      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).

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

10.8      Extension of Beisser Employment Agreement, letter dated August 30,
          2005 (filed on Form 8-K, dated August 30, 2005 and incorporated herein
          by reference).

10.9      Amendment One of Beisser Employment Agreement, dated February 16, 2007
          (filed on Form 8-K, dated January 31, 2007, and incorporated herein by
          reference)

10.10     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).

10.11     Extension of Antenucci Employment Agreement, amendment dated March 25,
          2005 (filed on Form 8-K, dated March 25, 2005).

10.12     Extension of Antenucci Employment Agreement, second amendment dated
          November 9, 2005 (filed on Form 8-K, dated November 9, 2005)

10.13     Extension of Antenucci Employment Agreement, dated January 31, 2007
          (filed on Form 8-K, dated January 31, 2007 and filed herein by
          reference).

10.14     Contract with New York State Office of Cyber Security and Critical
          Infrastructure, dated January 4, 2005 (filed on Form 8-K, dated
          January 4, 2005, and incorporated herein by reference).

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

                                       38


10.16     Form of Membership Purchase Agreement for sale of Jobview holding,
          dated September 30, 2005 (filed on Form 10-KSB, dated September 30,
          2004, filed on January 4, 2006, and incorporated herein by reference).

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

10.18     First Amendment to Master Factoring Agreement with Rockland Credit
          Finance, LLC, dated January 9, 2006 (filed on Form 8-K, dated January
          9, 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      Sarbanes-Oxley Certification for the principal executive officer,
          dated April 4, 2007. *

31.2      Sarbanes-Oxley Certification for the principal financial officer,
          dated April 4, 2007. *

32.1      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002 which is dated April
          4, 2007. *

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

Item 14 - Principal Accountant Fees and Services.

Aggregate fees billed by our principal independent registered public accounting
firms for audits of the financial statements for the fiscal years indicated:

                      2005                           2004
                      ----                           ----
                       $                              $

Audit Fees           $48,000                        $48,400

Audit-Related              -                          2,298
Fees(1)

Tax Fees                   -                              -

All Other
Fees(3)                    -                              -
                     -------                        -------

Total(1)             $48,000                        $50,698

(1) This amount represents amounts paid to former auditor for providing access
to and copies of workpapers and other files to our current auditors.

Percentage of hours on audit engagement performed by non-FTEs:
- --------------------------------------------------------------
The audit work performed by non-full time employees was 50% of total time.

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 reviewed 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.

                                       39



                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this Amendment Number 1 to Form 10-KSB to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        PLANGRAPHICS, INC.


Date: April 4, 2007                         By: /S/ John C. Antenucci
- -------------------                         -------------------------
                                            John C. Antenucci
                                            President and
                                            Chief Executive Officer


In accordance with the Exchange Act, this Amendment Number 1 to Form 10-KSB has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

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

/S/ Fred Beisser            Senior Vice President--Finance,        April 4, 2007
- ---------------------       Secretary and Treasurer,
Frederick G. Beisser        (principal financial &
                            accounting officer) and Director



/S/ John C. Antenucci       CEO, President (principal              April 4, 2007
- ---------------------       Executive officer) and Director
John C. Antenucci





                                       40



                               PLANGRAPHICS, INC.
                              Financial Statements
                                  2005 and 2004




                                TABLE OF CONTENTS




                                                                            Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-2


FINANCIAL STATEMENTS

  CONSOLIDATED BALANCE SHEETS                                                F-3

  CONSOLIDATED STATEMENTS OF OPERATIONS                                      F-4

  CONSOLIDATED STATEMENTS OF CHANGES IN 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


To the Board of Directors
PlanGraphics, Inc.

We have audited the accompanying consolidated balance sheets of PlanGraphics,
Inc. and Subsidiaries as of September 30, 2005 and 2004 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended September 30, 2005 and 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated 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 consolidated financial position of
PlanGraphics, Inc. and Subsidiaries, as of September 30, 2005 and 2004 and the
consolidated results of their operations and their cash flows for the years
ended September 30, 2005 and 2004, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the accompanying
consolidated financial statements, the Company incurred net losses of $375,764
and $989,583, respectively, for the years ended September 30, 2005 and
2004. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note B. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                                            /S/ Sherb & Co., LLP
                                                    Certified Public Accountants


Boca Raton, Florida
March 23, 2007


                                       F-2




                                         PLANGRAPHICS, INC.

                                    CONSOLIDATED BALANCE SHEETS

                                            September 30,

        ASSETS                                                            2005            2004
        ------                                                        ------------    ------------

CURRENT ASSETS
                                                                                
  Cash and cash equivalents                                           $      1,428    $     19,557
  Accounts receivable, less allowance for doubtful accounts of
    $33,211 and $0 for 2005 and 2004, respectively                       2,672,753       3,403,757
  Prepaid expenses and other                                                76,702          27,315
                                                                      ------------    ------------
        Total current assets                                             2,750,883       3,450,629
                                                                      ------------    ------------

PROPERTY AND EQUIPMENT
  Land and building under capital lease - related party                       --         1,866,667
  Equipment and furniture                                                  384,494         903,280
                                                                      ------------    ------------
                                                                           384,494       2,769,947
    Less accumulated depreciation and amortization                         304,943       1,768,282
                                                                      ------------    ------------
                                                                            79,551       1,001,665
                                                                      ------------    ------------

OTHER ASSETS
  Goodwill                                                               1,457,107       1,907,107
  Software, for future project use, net of accumulated amortization
   $278,765 and $128,388 in 2005 and 2004, respectively                    409,163         298,392
  Other                                                                    225,751          83,890
                                                                      ------------    ------------
                                                                         2,092,021       2,289,389
                                                                      ------------    ------------

                                                                      $  4,922,455    $  6,741,683
                                                                      ============    ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
        ------------------------------------
CURRENT LIABILITIES
  Notes payable - current maturities                                  $     74,694    $    797,123
  Notes payable - related parties                                           18,000           9,000
  Obligations under capital lease - related party, current                    --           145,263
  Accounts payable                                                       2,524,676       2,111,578
  Accrued payroll costs and vacations                                      410,118         568,272
  Accrued expenses                                                         444,032         469,432
  Deferred revenue and prebillings                                         824,738         546,602
                                                                      ------------    ------------
        Total current liabilities                                        4,296,258       4,647,270
                                                                      ------------    ------------

LONG-TERM LIABILITIES
  Long-term obligations under capital leases - related
   party, less current maturities                                             --         1,077,452
  Notes payable, less current maturities                                   135,000         150,000
                                                                      ------------    ------------
        Total long-term liabilities                                        135,000       1,227,452
                                                                      ------------    ------------

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
  Accumulated deficit                                                  (20,196,921)    (19,821,157)
                                                                      ------------    ------------
                                                                           491,197         866,961
                                                                      ------------    ------------

                                                                      $  4,922,455    $  6,741,683
                                                                      ============    ============

The accompanying notes are an integral part of these statements.

                                              F-3


                               PLANGRAPHICS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                            Years ended September 30,

                                                       2005            2004
                                                   ------------    ------------

Revenues                                           $  6,839,575    $  7,827,923

Costs and expenses
  Direct contract costs                               4,307,089       5,495,382
  Salaries and employee benefits                      1,362,824       1,738,688
  General and administrative expenses                 1,011,682         858,395
  Marketing expenses                                    119,200         187,243
  Other operating expenses                              336,307         323,318
  Impairment of goodwill                                450,000            --
                                                   ------------    ------------
         Total costs and expenses                     7,587,102       8,603,026
                                                   ------------    ------------

         Operating loss                                (747,527)       (775,103)
                                                   ------------    ------------

Other income (expense):
  Gain on sale of Jobview                               141,861            --
  Gain on lease termination                             333,144            --
  Other income                                          114,791          76,605
  Interest expense                                     (218,033)       (291,085)
                                                   ------------    ------------
                                                        371,763        (214,480)
                                                   ------------    ------------


         NET INCOME (LOSS)                         $   (375,764)   $   (989,583)
                                                   ============    ============

Basic and diluted income (loss) per common share   $       0.00    $      (0.01)
                                                   ------------    ------------

Weighted average shares of common stock
  outstanding - basic and diluted                    97,214,418      97,214,418
                                                   ============    ============


The accompanying notes are an integral part of these statements.


                                      F-4


                                         PLANGRAPHICS, INC.

                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                              Years ended September 30, 2005 and 2004



                                           Common Stock
                                    ---------------------------
                                                                                                      Total
                                       Shares         Amount         Notes         Accumulated    Stockholders'
                                                                   Receivable        Deficit         Equity
                                    -------------------------------------------------------------------------

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

Notes receivable from officers
     for purchase of common stock           --             --          182,750            --           182,750

Net loss                                    --             --             --          (989,583)       (989,583)
                                    ------------   ------------   ------------    ------------    ------------

Balance at September 30, 2004         97,214,418     20,688,118           --       (19,821,157)        866,961

Net loss                                    --             --             --          (375,764)       (375,764)
                                    ------------   ------------   ------------    ------------    ------------

Balance at September 30, 2005         97,214,418   $ 20,688,118   $       --      $(20,196,921)   $    491,197
                                    ============   ============   ============    ============    ============



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,

                                                                        2005           2004
                                                                    -----------    -----------
Cash flows provided by (used in) operating activities:
  Net loss                                                          $  (375,764)   $  (989,583)
  Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                       290,909        307,043
    Bad debt expense                                                     33,211           --
    Cancellation of debt                                                (49,941)          --
    Gain on lease termination                                          (333,144)          --
    Gain on sale of Jobview                                            (141,861)          --
    Impairment of goodwill                                              450,000           --
  Changes in operating assets and liabilities
      Accounts receivable, net of allowance for doubtful accounts       697,795        551,238
      Prepaid expenses and other                                        (49,387)        14,254
      Other assets                                                         --            8,885
      Accounts payable                                                  413,098        839,030
      Accrued expenses                                                 (159,890)      (473,822)
      Deferred revenue and prebillings                                  278,136        (70,297)
                                                                    -----------    -----------
       Net cash provided by operating activities                      1,053,162        186,748
                                                                    -----------    -----------

Cash flows used in investing activities:
  Purchases of equipment                                                (11,739)       (14,210)
  Software developed for future use                                    (261,148)       (28,084)
                                                                    -----------    -----------
       Net cash used in investing activities                           (272,887)       (42,294)
                                                                    -----------    -----------

Cash flows used in financing activities:
  Proceeds from debt                                                  1,650,900      5,457,737
  Payments on debt                                                   (2,411,994)    (5,509,885)
  Proceeds from notes payable - related parties                          18,000         29,000
  Payments on note payable - related parties                             (9,000)      (178,400)
  Payments on obligations under capital lease                           (46,310)      (133,315)
  Repayment of note receivable for stock purchase                          --          181,750
                                                                    -----------    -----------
       Net cash used in financing activities                           (798,404)      (153,113)
                                                                    -----------    -----------

Net decrease in cash                                                    (18,129)        (8,659)
Cash and cash equivalents at beginning of year                           19,557         28,216
                                                                    -----------    -----------

Cash and cash equivalents at end of year                            $     1,428    $    19,557
                                                                    ===========    ===========

The accompanying notes are an integral part of these statements.

                                       F-6



                               PLANGRAPHICS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 2005 and 2004


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
subsidiaries, RTD2M and Xmarc Ltd (collectively the "Company"). The Company is
an independent solutions provider ("ISP") providing full life-cycle systems
integration and implementation with a broad range of services in the design and
implementation of information technology for 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. Recently the Company has
added capabilities such as an application solutions provider ("ASP") and begun
to build, deploy and maintain proprietary software for specialized applications
in its focus areas. The Company's customers are located in the United States and
foreign markets requiring locational or "spatial" information. Approximately 76%
of its revenue comes from customers in federal, state and local governments and
utilities; 18% from international; and the remaining 6% from commercial
enterprises. All significant inter-company accounts and transactions have been
eliminated in consolidation.

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 net assets
acquired.

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 does not amortize goodwill, but, rather,
tests goodwill and certain intangibles for impairment at least annually. If
impairment is determined, the assets are written down and charged to results of
operations in the periods in which the recorded value of goodwill and certain
intangibles are determined to be greater than their fair value. As a result of
an internal analysis of goodwill, the Company recorded an impairment of $450,000
to goodwill for the year ended September 30, 2005. There was no impairment of
goodwill at September 30, 2004.

                                       F-7


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


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
$290,909 and $307,043 for the years ended September 30, 2005 and 2004,
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

We recognize revenue in accordance with SEC Staff Accounting Bulletin 104
"Revenue Recognition" ("SAB 104"). SAB 104 provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements and updates
Staff Accounting Bulletin Topic 13 to be consistent with Emerging Issues Task
Force Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables" ("EITF
00-21"). We recognize revenues when (1) persuasive evidence of an arrangement
exists, (2) the services have been provided to the client, (3) the sales price
is fixed or determinable, and (4) collectibility is reasonably assured.

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 CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

7. Net Loss Per Share

The Company calculates "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. Exercise of outstanding
stock options is not assumed if the result would be antidilutive, such as when a
net loss is reported for the period or the option exercise price is greater than
the average market price for the period presented.

The following is a reconciliation of the number of shares used in the Basic
Earnings Per Share ("EPS") and Diluted EPS computations:

                                                        Year ended September 30,
                                                          2005           2004
                                                          ----           ----

Basic EPS share quantity                               97,214,418     97,214,418
Effect of dilutive options and warrants *                    --             --
                                                       ----------     ----------
Diluted EPS share quantity                             97,214,418     97,214,418


*For the net-loss periods ended September 30, 2005 and 2004, we excluded any
effect of the 14,257,639 and 13,275,215 outstanding options and warrants,
respectively, as their effect would be anti-dilutive.

8. Research and Development costs

Research and development costs are expensed as incurred. The amounts for fiscal
years 2005 and 2004 were immaterial.

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, 2005, or at September 30, 2004. Because of large but
infrequent payments that may be received from major customers, account balances
may exceed FDIC insured limits for very 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.

                                       F-9


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

10. Fair Value of Financial Instruments

The carrying values of financial instruments including cash and cash
equivalents, accounts receivable and accounts payable approximate fair value due
to the relatively short maturity of these instruments. However considerable
judgment is required in interpreting market data to develop estimates of fair
value. Consequently, the estimates may not necessarily be 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.

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.

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.


                                      F-10


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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. SFAS No. 123 and SFAS No. 148,
"Accounting for Stock-Based compensation," established accounting and disclosure
requirements using a fair value-based method of accounting for stock-based
employee compensation plans. As allowed by SFAS No. 123, the Company has elected
to continue to apply the intrinsic value-based method of accounting described
above, and has adopted the disclosure requirements of SFAS No. 123 and SFAS No.
148.

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,
2005 and 2004: 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 pro forma amounts:

Years ended September 30,               2005           2004
                                     ----------    -----------
Net loss:
  As reported                        $ (375,764)   $  (989,583)
  Incremental Compensation Expense   $   78,094    $    71,341
                                     ==========    ===========
  Pro forma                          $ (453,858)   $(1,060,924)
                                     ==========    ===========

Basic income (loss) per share:
  As reported                        $     0.00    $     (0.01)
                                     ==========    ===========
  Pro forma                          $    (0.00)   $     (0.01)
                                     ==========    ===========

Diluted income (loss) per share
  As reported                        $     0.00    $     (0.01)
                                     ==========    ===========
  Pro forma                          $    (0.00)   $     (0.01)
                                     ==========    ===========


                                      F-11


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


14. Foreign Currency Translation

Assets and liabilities of the Company's foreign subsidiary are translated at the
rate of exchange in effect at the end of the period. Net sales and expenses are
translated at the average rate of exchange for the period. The total of all
foreign currency transactions and translation adjustments were considered not to
be material as of the end of the reporting period. The net amount of foreign
currency losses was $8,413 for fiscal year (FY) 2005 and $7,166 for FY 2004.

15. Recent Accounting Pronouncements

SFAS 123R. In December 2004, the FASB announced that SFAS No. 123R (revised
December 2004), "Share-Based Payment," sets accounting requirements for
"share-based" compensation in which an entity exchanges its equity instruments
for goods or services. This Statement, which also applies to transactions with
employees such as stock option plans and employee-stock-purchase-plans (ESPPs),
provides guidance on accounting for awards to non-employees. This Statement will
require the Company to recognize in the income statement the grant-date fair
value of stock options and other equity-based compensation issued to employees,
but expresses no preference for a type of valuation model. For public entities,
this Statement is generally effective for the first interim period beginning
after June 15, 2005; however, for public entities that file as small business
issuers it is effective as of the beginning of the first interim or annual
reporting period that begins after December 15, 2005. The Company will adopt
this Statement in the second quarter of fiscal 2006 and is evaluating this
pronouncement's future effect on the Company's financial position and net
income.

SAB 107. In March 2005, the SEC released SAB No. 107 "Share-Based Payment" which
provides interpretive guidance related to the interaction between SFAS 123(R)
and certain SEC rules and regulations. It also provides the SEC staff's views
regarding valuation of share-based payment arrangements. Management believes
this Staff Accounting Bulletin will have an impact on future share-based
transactions of the Company but cannot determine the impact at this time.


                                      F-12


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


SFAS 154. In May 2005 the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires
retrospective application to prior periods' financial statements for changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154 also
requires that retrospective application of a change in accounting principle be
limited to the direct effects of the change. Indirect effects of a change in
accounting principle, such as a change in non-discretionary profit-sharing
payments resulting from an accounting change, should be recognized in the period
of the accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, non-financial assets be
accounted for as a change in accounting estimate effected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued.
Managment does not expect the adoption of this SFAS to have a material impact on
the Company's financial position, results of operations or cash flows.

SFAS 155, On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain
Hybrid Instruments," which amends SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities," and SFAS 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 155
allows financial instruments that have embedded derivatives to be accounted for
as a whole (eliminating the need to bifurcate the derivative from its host) if
the holder elects to account for the whole instrument on a fair value basis.
SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS
140. This statement is effective for all financial instruments acquired or
issued in fiscal years beginning after September 15, 2006. Management does not
expect the adoption of this new standard to have a material impact on the
Company's financial position, results of operations or cash flows.

SFAS 156, In March 2006, the FASB issued FASB Statement No. 156, Accounting for
Servicing of Financial Assets - an amendment to FASB Statement No. 140.
Statement 156 requires that an entity recognize a servicing asset or servicing
liability each time it undertakes an obligation to service a financial asset by
entering into a service contract under certain situations. The new standard is
effective for fiscal years beginning after September 15, 2006. Management does
not expect the adoption of this new standard to have a material impact on the
Company's financial position, results of operations or cash flows.


                                      F-13


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


FIN 48. In July 2006, the FASB issued FASB Interpretation No. 48 "Accounting for
Uncertainty in Income Taxes" ("FIN 48"). FIN 48 is an interpretation of FASB
Statement of Financial Accounting Standards No. 109. "Accounting for Income
Taxes," and seeks to reduce the diversity in practice associated with certain
aspects of measurement and recognition in accounting for income taxes. In
addition, FIN 48 requires expanded disclosure with respect to the uncertainty in
income taxes and is required to be adopted for fiscal years beginning after
December 15, 2006. Managaement has not yet evaluated the impact, if any, that
FIN 48 may have on financial statements.

SFAS 157. During the quarter ended September 29, 2006, the FASB issued Statement
No. 157, Fair Value Measurements ("SFAS 157"), which defines fair value as a
market based measurement, creates a GAAP framework for measuring fair value and
requires expanded disclosures about fair value measurements. While this
statement does not impose any new fair value measurements, it does apply, with
certain exceptions, to other pronouncements that either require or permit fair
value measurements. SFAS 157 defines fair value as a market based measurement
between market participants and not as an entity specific measurement. Fair
value is either (1) the price received when selling an asset or (2) the price
paid to transfer a liability at the measurement date. SFAS 157 creates a fair
value hierarchy which prioritizes the input that should be used in evaluating
the assumptions used in pricing techniques used to measure fair value. SFAS 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007. Management does not expect the adoption of SFAS 157 to have a
significant impact on results of operations or financial condition.

SAB 108. During the quarter ended September 29, 2006, the Securities and
Exchange Commission released Staff Accounting Bulletin 108, Considering the
Effects of Prior Year Misstatements in Current Year Financial Statements ("SAB
108"), which provides guidance on how the effects of the carryover or reversal
of prior year misstatements should be considered in quantifying a current year
misstatement. SAB 108 calls for the quantification of errors using both a
balance sheet and income statement approach based on the effects of such errors
on each of the company's financial statements and the related financial
statement disclosures. SAB 108 is effective for financial statements issued for
the fiscal year ending after November 15, 2006. Management does not expect the
adoption of SAB 108 to have a significant impact on results of operations or
financial condition.

FIN 47. In March 2005, the FASB issued Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ( FIN 47) which is effective for
fiscal years ending after December 15, 2005 and is an interpretation of FASB
Statement No. 143, "Accounting for Asset Retirement Obligations". FIN 47
requires recognition of a liability for the fair value of a conditional asset
retirement obligation when incurred if the fair value of the liability can be
reasonably estimated. The Company does not expect the adoption of FIN 47 to have
a material impact on the consolidated financial position, results of operations
or cash flows.


                                      F-14


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


SFAS 158. In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS
No. 158"). SFAS No. 158 requires that employers recognize on a prospective basis
the funded status of an entity's defined benefit pension and postretirement
plans as an asset or liability in the financial statements, requires the
measurement of defined benefit pension and postretirement plan assets and
obligations as of the end of the employer's fiscal year, and requires
recognition of the funded status of defined benefit pension and postretirement
plans in other comprehensive income. SFAS No. 158 also requires additional
disclosures in the notes to the financial statements. The Company does not have
a defined benefit pension plan and therefore this standard will not have an
impact on its consolidated financial statements.

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.

16. Reclassifications Certain reclassifications have been made to the fiscal
2004 financial statements to conform to the fiscal 2005 financial statements'
presentation. Such reclassifications have no effect on financial position or net
loss as previously reported.

17. Purchased and Internally Developed Software Costs for Future Project Use

The Company follows SOP 98-1, Accounting for the Cost of Computer Software
Developed or Obtained for Internal 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 impairments were recorded in 2005.



                                      F-15


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE B - LIQUIDITY CONSIDERATIONS

The Company has an accumulated deficit of $20,196,621 at September 30, 2005, a
working capital deficit of $1,545,375 at September 30, 2005 and recurring net
losses in fiscal years (FYs) 2005 back to 1998. Future viability of the Company
is dependent upon the Company's ability to achieve profitability in its future
operations.

On January 7, 2005 the Company 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 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 ranging from
0.90% to 5.50% dependent upon the age of the receivables at the time of
collection. The Company may be required to repurchase invoices remaining unpaid
90 days after date of invoice, or to replace them with equal or higher value
invoices. Effective February 17, 2005, KCap transferred the financing
arrangement to one of its investors, Rockland Credit Finance LLC ("Rockland")
and on the same date the Company executed agreements with Rockland incorporating
comparable terms and conditions as the Kcap agreement and paid the remaining
BB&T balance in full. The agreement was automatically extended in accordance
with its terms for an additional year.

As a result of $450,000 of impairment to goodwill, the Company reported a net
loss of $375,764 for FY 2005 and a net loss during FY 2004. While the Company
has reduced costs and expenses for FY 2006, the Company expects to report
decreased revenue, significant operating losses and a net loss, continued
negative working capital and continued cash flow delays. The constrained cash
flows adversely affect the Company's ability to meet payroll, subcontractor and
other payment obligations on a timely basis. 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. Consequently, the Company could be subject
to penalties. Delayed subcontractor payments have caused work stoppages and
adversely affected the Company's ability to service certain of its major
projects and generate revenue.

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

o    revenue generated from operations;
o    loans from principal shareholders and employees, including deferred
     payments of payroll;
o    factoring of accounts receivable at increased interest rates,
o    accretion of accounts payable to vendors and subcontractors,
o    loans and lines of credit, and.
o    equity proceeds through public offerings and private placements of
     securities;

The Company has taken actions to leverage its technical capabilities and
reputation and to increase revenue from its more profitable software sales and
the related cash flows as well as to reduce its controllable costs and expenses
to the maximum extent possible.

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). However, as of the filing of this report, the
arrangement had not resulted in any viable prospects.

                                      F-16


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE C - ACCOUNTS RECEIVABLE

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

                                          2005         2004
                                       ----------   ----------

Billed                                 $  655,609   $2,395,119
Unbilled                                2,050,355    1,008,638
                                       ----------   ----------
                                        2,705,964    3,403,757
Less allowance for doubtful accounts       33,211         --
                                       ----------   ----------
Accounts receivable, net               $2,672,753   $3,403,757
                                       ==========   ==========


Deferred revenue amounts of $824,738 and $546,602 at September 30, 2005 and
2004, respectively, represent amounts billed in excess of amounts earned.

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 Environmental
Protection (NYDEP) represented 25% and 10% of revenues for the years ended
September 30, 2005 and 2004, respectively while the New York State Office of
Cyber Security and Critical Infrastructure Coordination (CSCIC) accounted for
15% of FY2005. NYDEP accounted for 31% and The Italian Ministry of Finance
accounted for 18% of billed accounts receivable at September 30, 2005 while
NYDEP represented 35% of accounts receivable at September 30, 2004.


NOTE D - ACCOUNTS PAYABLE

Accounts payable at September 30 consist of:

                                                   2005             2004
                                                   ----             ----

     Trade payables                             $  904,890       $1,250,335

     Payable to subcontractors                   1,614,513          848,289

     Other payables                                  5,273           12,954
                                                ----------       ----------

     Total accounts payable                     $2,524,676       $2,111,578
                                                ==========       ==========


                                      F-17


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE E - ACCRUED EXPENSES

Accrued expenses at September 30 are as follows:

                                                            2005       2004
                                                            ----       ----


     Accrued expenses due to vendors and subcontractors   $ 50,412   $277,146

     Accrued interest                                      130,071     97,617

     Accrued professional fees                              72,621     59,151

     Other accrued expenses                                190,928     35,518
                                                          --------   --------

     Total accrued expenses                               $444,032   $469,432
                                                          ========   ========


NOTE F - NOTES PAYABLE

Notes payable at September 30 are as follows:
                                                              2005        2004
                                                              ----        ----

Equipment line of credit, fully drawn under a promissory
   note, in the amount of $100,000, interest at prime plus
   1.0% (5.75% at September 30, 2004), collateralized by
   business assets. The note was modified to mature on
   September 12, 2004 and was paid in full on October 1,
   2004.                                                    $   --      $  3,600

Borrowing under a line of credit evidenced by a promissory
   note in the amount of $750,000, interest at prime plus 2%
   (9.75% at September 30, 2004), 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, 2004 were $638. The
   note was guaranteed by the Company's President & CEO who
   continued the guarantee through January 7, 2005. In
   return for providing the guarantee, the officer was
   entitled to an amount equal to 5% of the outstanding
   balance.                                                     --       749,362

                                      F-18


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE F - NOTES PAYABLE (CONTINUED)


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.                                                     --         9,000

A promissory note with a vendor in the original amount of
   $185,000, interest rate of 9.5%. The note matured June
   21, 2001 and is currently in default. As a result the
   interest rate increases to 13.5%.                          23,665        --

A short-term demand note with an officer of the Company in
   the amount of $18,000, dated September 1, 2005, with
   variable interest from 5.99 to 6.49%.                      18,000        --

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%. The amount is
   evidenced by an agreement effective April 1, 2003.        186,029     194,161
                                                            --------    --------

  Total notes payable                                        227,694     956,123

     Less: Current maturities                                 92,694     806,123
                                                            --------    --------

  Notes payable - long-term                                 $135,000    $150,000
                                                            ========    ========


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 was
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.


                                      F-19


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE G - TAXES ON INCOME

The provision for income taxes consisted of the following:

                                                       2005              2004
                                                       ----              ----
Current expense:
  Federal                                           $    --           $    --
  State                                                 2,067             4,169
  Foreign expense                                      10,571            10,770
                                                    ---------         ---------
                                                    $  12,638         $  14,939
                                                    =========         =========
Deferred expense (benefit):
  Federal                                           ($355,000)        ($383,000)
  State                                               (35,000)          (37,000)
                                                    ---------         ---------
                                                     (390,000)         (420,000)
Change in valuation allowance                         390,000           420,000
                                                    ---------         ---------

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


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

                                                                  2005    2004
                                                                  ----    ----

U.S. federal statutory rates                                      34.0%    34.0%
State income tax , net of federal tax benefit                      1.8      3.3
Permanent differences                                              9.3       -
Foreign income taxes, net of federal tax benefit                   9.4       -
Change in valuation allowance                                    (43.3)   (37.3)
                                                                 -----    -----
Effective tax rate                                                11.2 %     - %
                                                                 =====    =====

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

                                                         2005           2004
                                                         ----           ----
Deferred tax assets:
  Net operating loss carryforwards                   $ 5,770,000    $ 5,198,000
  Expense for stock options and warrants                  11,000         15,000
  Provision for losses on accounts receivable             12,000           --
  Accrued payroll costs and vacation                      61,000         83,000
                                                     -----------    -----------
     Total gross deferred tax asset                    5,854,000      5,296,000
  Deferred tax liabilities:
     Deferred income of foreign corporation              (68,000)          --
                                                     -----------    -----------
                                                       5,686,000      5,296,000
Valuation allowance                                   (5,686,000)    (5,296,000)
                                                     -----------    -----------
     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.

During the year ended September 30, 2005, the valuation allowance increased by
$390,000.

                                      F-20


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE G - TAXES ON INCOME (CONTINUED)

At September 30, 2005, the Company had net operating loss carryforwards of
approximately $15.2 million with expirations through 2025. The utilization of
the loss carry forwards may be limited under Internal Revenue Service Code
Section 382 regulations related to changes 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 initial lease term was for a period of fifteen years ending
2010 with five renewal options for a term of one year each. Annual payments were
approximately $300,000 per year. The Company had the option to purchase the
facility subsequent to the tenth year of the term of the lease. During the years
ended September 30, 2005 and 2004, the Company paid $149,823 and $133,315,
respectively, in capital lease payments.

During May 2005 the Company reached an agreement in principle with its landlord,
Capital View Development LLC regarding its leased facilities in Frankfort,
Kentucky. The terms agreed to provide for termination of the existing capital
lease and forgiveness of approximately $50,000 in past due lease payments. The
terms also provide for a new operating lease effective June 1, 2005 for
approximately 10,500 square feet (rather than the 20,500 previously occupied)
resulting in a reduction of future lease costs by approximately $197,000
annually from the previous lease rate.

The Company previously occupied its Frankfort, Kentucky facility under a capital
lease. In May 2005 the Company renegotiated the lease terms ending the capital
lease and entering into an operating lease arrangement.

As of September 30, 2004, accumulated amortization for the building under
capital lease obligations was $1,222,715. Depreciation expense was approximately
$140,000 on the building for the year ended September 30, 2004. Upon entering
into an operating lease on June 1, 2005, the accumulated amortization and
related capitalized costs for the capital lease were offset against each other
and a gain on the termination of the capital lease was recorded.




                                      F-21


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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, 2005 are as follows:

    Year ending September 30,

         2006                                       $  292,541
         2007                                          139,888
         2008                                          110,727
         2009                                          110,727
         2010 and thereafter                           831,655
                                                    ----------

                                                    $1,485,538
                                                    ==========

Rental expense for the years ended September 30, 2005 and 2004 totaled $237,373
and $168,786, respectively.


3. 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 pay 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. During FY 2005 the Company had recorded approximately $534,000
in revenues earned under the revenue license agreement and $37,500 in royalties.


                                      F-22


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

4. 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. The chief operating
officer declined to further extend his employment agreement on November 7, 2006
and the Company has extended the employment agreements of its two remaining
officers through December 31, 2007. Pursuant to the employment agreement for the
chief executive officer, 972,412 and 972,412 stock options were granted during
FY 2005 and FY 2004, respectively.

5. 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.

6. Xmarc Services Limited.

During April 2003 the Company along with HPI Holding SA and Glendower Capital
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.

                                      F-23


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE H - COMMITMENTS AND CONTINGENCIES (CONTINUED)

7. Xmarc Ltd.

During the first quarter of calendar year 2004 the Company determined, in
conjunction with the termination of the Xmarc Services Limited 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
completed a purchase transaction with an effective date of March 31, 2004, in
which we acquired Xmarc Ltd in a non-cash transaction for $64,647. Payment was
made by forgiveness of accounts receivable due to us from Xmarc Services
Limited, owned by the sellers of XL. The results of XL's operations have been
included in the consolidated financial statements since that date. Headquartered
in Great Britain, XL has been a distributor of Xmarc products throughout Europe.
The Company believes the acquisition enhances its strategic development and
prospects for growth.


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, 2005 and 2004.
(See also Note M, Subsequent Events, below, regarding the Company's most recent
amendment during FY 2006 for Preferred Stock.)



                                      F-24


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE I - EQUITY TRANSACTIONS (CONTINUED)

2. 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 1998, 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 1998 plan to 11,358,104. The Company grants options under the 1998 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, 2005 the 1998 plan had 1,971,488 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, 2005 and 2004 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 9/30/2003     8,448,634      $0.06         5,170,331       $0.18
Granted                     972,412       0.04                 -        -
Cancelled                (1,026,162)      0.13          (340,000)       0.60
Exercised                         -       -                    -        -
Outstanding 9/30/2004     8,394,884      $0.05         4,880,331       $0.15
Granted                   1,972,144       0.02                 -        -
Cancelled                   (10,268)      0.19          (981,452)       0.63
Exercised                        -        -                   -         -
Outstanding 9/30/2005    10,356,760      $0.04         3,898,879       $0.15



                                      F-25


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE I- EQUITY TRANSACTIONS (CONTINUED)


Exercisable 09/30/2004          7,744,884       $0.05        4,880,331     $0.15

Exercisable 09/30/2005         10,356,760       $0.04        3,898,879     $0.04

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

Weighted average fair value of options and warrants
 granted during fiscal 2005                             $0.02               -

Weighted average fair value of options and warrants
 granted during fiscal 2004                             $0.04               -


The following information summarizes stock options and warrants outstanding and
exercisable at September 30, 2005:

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

$0.015-$0.040    7,403,502        2.70         $0.031      7,403,502     $0.031


$0.060-$0.070    2,941,258        1.58         $0.068      2,941,258     $0.068

 $0.17              12,000         .58         $0.170         12,000      0.170
- --------------------------------------------------------------------------------

$0.015-$0.170   10,356,760        2.30         $0.042     10,356,760     $0.042
- --------------------------------------------------------------------------------




Warrants
- --------

$0.01-$0.04      3,898,879        1.04          $0.04      3,898,879      $0.04

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

$0.01-$0.04      3,898,879        0.04          $0.04      3,898,879      $0.04
- --------------------------------------------------------------------------------


                                      F-26


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE J - EMPLOYEE BENEFIT PLANS

The Company has a Section 401(k) deferred compensation 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
PlanGraphics up to 1.75%. Additional contributions may be made at PlanGraphics'
discretion based upon PlanGraphics' performance. During April 2003 the matching
contributions were suspended pending improved profitability of the Company;
accordingly, no discretionarly matching expenses were charged to operations for
the plan during the years ended September 30, 2005 and 2004.


NOTE K - RELATED PARTY TRANSACTIONS

1. 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 was 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. The Company's
Board of Directors approved the loan of funds to each of its officers as being
in the Company's best interest. It was to provide incentives for officers to
continue employment and motivation to strive for the success of the Company so
that the value of its common stock may increase. At the time the notes were
entered into, they met all federal and state legal and regulatory requirements
and continued, therefore, to be in compliance until the balances were paid in
full during FY 2004 as indicated below.

Mr. Beisser's note was collateralized by a lien in favor of the Company on his
residence. Mr. Antenucci's note was 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 reduced his balance owed
the Company by $1,000 during fiscal 2003 and paid the remaining balance in full
during FY 2004. Mr. Antenucci was owed certain amounts by the Company exceeding
the balance of his note plus accrued interest and full payment was offset
against the balances owed to him.




                                      F-27


                               PLANGRAPHICS, INC.

             NOTES TO CONSOLDIATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE K - RELATED PARTY TRANSACTIONS (CONTINUED)

2. Related Party Note Payable

During the third and fourth quarters of FY 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 was 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, was $160,097 and
$9,000 at September 30, 2004. The balance was paid in full during FY 2005.


NOTE L - LITIGATION

The Company is 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 will not materially affect the financial position or results of
operations of the Company.


NOTE M - SUBSEQUENT EVENTS

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 cash and
common stock for all of the outstanding shares of the Company's common stock.
The non-binding letter of intent, as amended, expired without action by either
party on December 31, 2005 in accordance with its terms. The Board of Directors
continues to actively explore strategic alternatives for PlanGraphics, Inc.

Sale of Jobview Minority Interest. As reported on Form 8-K dated September 30,
2005, effective September 30, 2005 the Company sold the minority interest
management units owned by it to two individuals in exchange for total payment of
$198,250. Pursuant to the terms of the Agreement, the Company is also entitled
to receive all financial distributions related to its ownership of the units for
all fiscal years ending prior to January 1, 2005 and for the fiscal year ended
December 31, 2005, notwithstanding the fact that the Company will not own the
units at the end of such fiscal year.

Factoring Agreement Amendment. PlanGraphics, Inc. entered into a First Amendment
to the Master Factoring Agreement ("Amendment") with Rockland Credit Finance,
LLC ("Rockland") effective January 9, 2006. The Amendment extended the term of
the Master Factoring Agreement to June 30, 2007, In addition, the Amendment,
among other things, increased the amount by which Rockland will pay PlanGraphics
for accounts receivable invoices from 80% of the face value to 85% of the face
value of such invoices and reduced the minimum monthly volume that PlanGraphics
is required to submit to Rockland for purchase from $500,000 to $350,000.

Sale of Preferred Stock. On August 21, 2006, the Company entered into a Series A
Preferred Stock Purchase Agreement with Nutmeg Group, LLC pursuant to which it
sold and Nutmeg Group, LLC bought, for an aggregate purchase price of $500,000,
a total of 1,000 shares (the "Shares") of the Company's Series A 12% Redeemable
Preferred Stock (the "Series A Preferred Stock") and a warrant to purchase
shares of the Company's common stock equal to 80 per cent of the fully diluted



                                      F-28



                               PLANGRAPHICS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 2005 and 2004


NOTE M - SUBSEQUENT EVENTS (Continued)

outstanding shares with an aggregate exercise price of $10.00 (the "Warrant,")
and together with the Shares (the "Securities"). The Company intends to use the
net proceeds of the sale of the Securities to pay its independent accountants
amounts due to complete the 2005 annual report and subsequent quarterly reports,
to satisfy certain of its accounts payable, and for general working capital
purposes. Exercise of the Warrant by the investor could result in a change of
control.

Constrained Cash Impacts. Beginning with the third quarter of FY 2005 as a
result of increasingly constrained cash situation, the Company encountered
difficulties retaining staff and subcontractors to complete certain projects;
this adversely impacted its ability to service certain projects on previously
anticipated schedules and to generate revenue at historical rates. During and
after this period staff size decreased from 37 employees at September 30, 2005
to 30 employees at February 17, 2007. This staffing decrease limits the
Company's in-house capability to generate revenue. Accordingly, when possible,
the Company is compelled to locate and retain subcontractors to accomplish work
that otherwise might have been done by its employees thereby reducing gross
profits on this work


NOTE N - SUPPLEMENTAL DATA TO STATEMENTS OF CASH FLOWS

                                             2005             2004
                                             ----             ----
Years ended September 30,
 Cash paid for interest                   $  218,530      $  218,603
 Cash paid for income taxes                    3,942            --

Non-cash transactions which have been excluded from the Consolidated Statement
of Cash Flows:

                                             2005             2004
                                             ----             ----

Termination of capital lease              $  333,144
Debt forgiven by creditor                     49,941
Sale of interest in Jobview                  198,250
Purchase of Xmarc Limited                                 $   64,647
Subscriptions receivable offset against                      182,750
  amounts owed to officers.



                                      F-29

EX-21.1

Exhibit 21.1

                           List of Active Subsidiaries


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

PlanGraphics, Inc.         Maryland

RDT2M                      Kentucky

Xmarc Limited              United Kingdom

EX-31.1

Exhibit 31.1

                       Certification Sarbanes Oxley - CEO

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


I, John C. Antenucci, certify that:

1)   I have reviewed this amended annual report on Form 10-KSB of PlanGraphics,
     Inc. for the year ended September 30, 2005;

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 annual report is being prepared;

     b.   evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this annual 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 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: April 4, 2007

EX-31.2

Exhibit 31.2

                Certification Sarbanes Oxley - Financial Officer

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                          PURSUANT TO RULE 13A-14(a) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


I, Frederick G. Beisser, certify that:

1)   I have reviewed this amended annual report on Form 10-KSB of PlanGraphics,
     Inc. for the year ended September 30, 2005;

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 annual report is being prepared;

     b.   evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this annual 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 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

Treasurer and Senior Vice President - Finance
   (Principal Financial Accounting Officer)

Dated: April 4, 2007

EX-32.1

Exhibit 32.1

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

Pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, each of the undersigned President & Chief Executive
Officer and Principal Financial Accounting Officer of PlanGraphics, Inc. ("the
Company"), certifies, that to their knowledge:

     1) the Company's amended Form 10-KSB/A for the annual period ended
September 30, 2005 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 Form 10-KSB/A for the annual
period ended September 30, 2005 fairly presents, in all material respects, the
financial condition and results of operations of the Company.

/s/ John C. Antenucci                   /s/ Fred Beisser
- ---------------------                   ----------------
John C. Antenucci                       Frederick G. Beisser

President & Chief Executive Officer     Treasurer and Senior Vice President -
                                        Finance (and Principal Financial
                                        Accounting Officer)

Date: April 4, 2007                     Date: April 4, 2007




The foregoing certification will not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liability
of that Section. The foregoing certification will also not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates it by reference.


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.