SECURITIES & EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                       [x] Quarterly Report Under Section
                         13 or 15 (d) of the Securities
                              Exchange Act of 1934


                    For Quarterly Period Ended March 31, 2005

       [ ] Transition Report Under Section 13 or 18(d) of the Exchange Act

                         Commission File Number: 0-17449


                               PROCYON CORPORATION
                               -------------------
        (Exact Name of Small Business Issuer as specified in its charter)

        COLORADO                                         59-3280822
        --------                                         ----------
(State of Incorporation)                   (IRS Employer Identification Number)


                              1300 S. Highland Ave.
                              Clearwater, FL 33756
                              --------------------
                         (Address of Principal Offices)

                                 (727) 447-2998
                                 --------------
                           (Issuer's Telephone Number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months
(or for shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                           YES      [ X ]   NO       [    ]

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

Common stock, no par value; 8,057,588 shares outstanding as of May 13, 2005
Transitional Small Business Disclosure Format (check one) Yes [   ] No [ X ]





                          PART I. FINANCIAL INFORMATION



Item                                                                      Page
                                                                          ----

ITEM 1. FINANCIAL STATEMENTS........................................        3

Index to Financial Statements
-----------------------------

Financial Statements:

Consolidated Balance Sheets.........................................        3
Consolidated Statements of Operations ..............................        4
Consolidated Statements of Cash Flows ..............................        5
Notes to Financial Statements ......................................        6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................        9

ITEM 3. CONTROLS AND PROCEDURES ....................................        12

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS ...................................................        12


SIGNATURES..........................................................        12

                                       2




PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2005 & June 30, 2004

                                                                     
                                                                   (unaudited)             (audited)
                                                                    March 31                June 30
                                                                    2005                    2004

                                                                                        
ASSETS

CURRENT ASSETS

      Cash                                                         $    55,884              $    14,608
      Accounts Receivable, less allowance for doubtful
          accounts in the amounts of $2,500 and $9,000                 164,046                  154,648
      Prepaid Expenses                                                  38,870                   36,665
      Inventories                                                      150,770                  104,724
      Deferred tax asset                                               128,191                   75,000
                                                                   -----------              -----------
          TOTAL CURRENT ASSETS                                         537,761                  385,645

PROPERTY AND EQUIPMENT, NET                                             83,278                   95,398

OTHER ASSETS
      Certificates of deposit
          plus accrued interest, restricted                             17,114                   17,114
      Deposits                                                          10,309                    5,214
                                                                   -----------              -----------
          TOTAL OTHER ASSETS                                            27,423                   22,328

TOTAL ASSETS                                                       $   648,462              $   503,371
                                                                   ===========              ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Current portion of long-term notes payable                             0                    7,704
      Current portion of capital lease obligations                       3,182                    8,046
      Accounts Payable                                                 102,121                   98,821
      Accrued Expenses                                                  71,038                   72,722
                                                                   -----------              -----------
          TOTAL CURRENT LIABILITIES                                    176,341                  187,293

LONG TERM LIABILITIES
      Notes payable                                                          0                    3,052
      Note payable to related party                                    170,000                  261,506
      Capital lease obligations                                              0                    2,360
      Deferred tax liability                                            11,760                   12,000
                                                                   -----------              -----------
          TOTAL LONG TERM LIABILITIES                                  181,760                  278,918

TOTAL LIABILITIES                                                      358,101                  466,211

STOCKHOLDERS' EQUITY
      Preferred stock, 496,000,000 shares
          authorized; none issued
      Series A Cumulative Convertible Preferred stock,
          no par value; 4,000,000 shares authorized;
          224,900 shares issued and outstanding                        180,750                  182,950
      Common stock, no par value, 80,000,000 shares
          authorized; 8,047,588 shares issued and
          outstanding                                                4,390,876                4,388,676
      Paid-in capital                                                    6,000                    6,000
      Accumulated deficit                                           (4,287,265)              (4,540,466)
                                                                   -----------              -----------
          TOTAL STOCKHOLDERS' EQUITY                                   290,361                   37,160
                                                                   -----------              -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   648,462              $   503,371
                                                                   ===========              ===========

The accompanying notes are an integral part of these financial statements


                                               3




PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2005 and 2004
Nine Months Ended March 31, 2005 and 2004

                                                      Three Months      Three Months       Nine Months      Nine Months
                                                          Ended             Ended             Ended            Ended
                                                      March 31, 2005    March 31, 2004    March 31, 2005    March 31, 2004
                                                       -----------       -----------       -----------       ----------
                                                       (unaudited)       (unaudited)       (unaudited)       (unaudited)

NET SALES                                              $   555,712       $   510,344       $ 1,649,231       $ 1,496,104

COST OF SALES                                              139,300           101,492           391,859           329,193
                                                       -----------       -----------       -----------       -----------

GROSS PROFIT                                               416,412           408,852         1,257,372         1,166,911

OPERATING EXPENSES
              Salaries and Benefits                        176,021           164,029       $   519,887           466,118
              Selling, General and Administrative          199,635           170,858           527,897           511,750
                                                       -----------       -----------       -----------       -----------
                                                           375,656           334,887         1,047,784           977,868
                                                       -----------       -----------       -----------       -----------

INCOME FROM OPERATIONS                                      40,756            73,965           209,588           189,043

Other Income (Expense):
              Interest Expense                              (3,038)           (8,205)          (10,468)          (28,901)
              Interest Income                                   76                57               221               204
              Other Income                                       0               569               431             7,155
                                                       -----------       -----------       -----------       -----------
                                                            (2,962)           (7,579)           (9,816)          (21,542)
                                                       -----------       -----------       -----------       -----------

INCOME BEFORE INCOME TAXES                                  37,794            66,386           199,772           167,501

INCOME TAX BENEFIT                                           7,134                 0            53,431                 0
                                                       -----------       -----------       -----------       -----------

NET INCOME                                                  44,928            66,386           253,203           167,501

Dividend requirements on preferred stock                    (3,973)           (3,428)          (15,329)          (14,233)
                                                       -----------       -----------       -----------       -----------

Net Profit applicable to common stock                  $    40,955       $    62,958       $   237,874       $   153,268
                                                       ===========       ===========       ===========       ===========

Basic net income per common share                             0.01              0.01              0.03              0.02

Diluted earnings per common share                             0.00              0.01              0.03              0.02

Weighted average number of
              common shares outstanding                  8,045,412         8,043,742         8,045,396         8,042,302
                                                       ===========       ===========       ===========       ===========

Diluted weighted average number of
              common shares outstanding                  8,400,991         8,570,842         8,400,991         8,569,402
                                                       ===========       ===========       ===========       ===========


The accompanying notes are an integral part of these financial statements
                                                                         
                                                        4



PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended March 31, 2005 and 2004

                                                                             Nine Months        Nine Months
                                                                                Ended              Ended
                                                                              March 31            March 31
                                                                                2005                2004
                                                                            ------------         -----------
                                                                             (unaudited)         (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit                                                                   $ 253,203            $ 167,501
Adjustments to reconcile net income to
              net cash used in operating activities:
                    Depreciation                                                20,476               15,792
                    Allowance for doubtful accounts                             (6,500)              (3,800)
                    Deferred income taxes                                      (53,431)                   0

              Decrease (increase) in:
                    Accounts Receivable                                         (2,898)              (3,534)
                    Inventories                                                (46,046)              13,303
                    Other Assets                                                (5,095)              (4,479)
                    Prepaid Expenses                                            (2,205)             (19,387)

              Increase (decrease) in:
                    Accounts Payable                                             3,300              (53,836)
                    Accrued Expenses                                            (1,687)              (2,933)
                                                                             ---------            ---------

Cash Provided by Operating Activities                                          159,117              108,627

CASH FLOWS FROM INVESTING ACTIVITIES

              Purchase of Property & Equipment                                  (8,355)             (57,021)
                                                                             ---------            ---------

Cash Used in Investing Activities                                               (8,355)             (57,021)

CASH FLOWS FROM FINANCING ACTIVITIES

              Proceeds from Long Term Note Payable - related party              20,000                    0
              Payments on Long Term Note Payable - related party              (111,506)              (4,657)
              Payments on Capital Lease Obligations                             (7,224)              (5,872)
              Payments on Long Term Note Payable                               (10,756)                 (55)
                                                                             ---------            ---------

Cash Used in Financing Activities                                             (109,486)             (10,584)

Net Change in Cash and Cash Equivalents                                         41,276               41,022

Cash and Cash Equivalents, beginning of period                                  14,608               41,549
                                                                             ---------            ---------

Cash and Cash Equivalents, end of period                                     $  55,884            $  82,571
                                                                             =========            =========

SUPPLEMENTAL DISCLOSURES

Interest Paid                                                                $  10,468            $  28,901
Taxes Paid                                                                   $       0            $       0


NONCASH TRANSACTION DISCLOSURE

Preferred Shares converted to Common Shares                                  $   2,200            $   4,000
Purchase of property & equipment through long term loan                      $       0            $   1,563
Financing of property & equipment through accrued expenses                   $       0            $   6,509


The accompanying notes are an integral part of these financial statements


                                                5



Notes to Financial Statements

NOTE A - SUMMARY OF ACCOUNTING POLICIES

     The interim financial statements included herein have been prepared by the
     Company without audit, pursuant to the rules and regulations of the
     Securities and Exchange Commission. Certain information and footnote
     disclosures normally included in the financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted as allowed by such rules and regulations. The Company
     believes that the disclosures are adequate to make the information
     presented not misleading. These financial statements should be read in
     conjunction with the Company's audited financial statements dated June 30,
     2004. The results for interim periods are not necessarily indicative of
     results that may be expected for any other interim period or for the full
     year.

     Management of the Company has prepared the accompanying unaudited condensed
     financial statements prepared in conformity with generally accepted
     accounting principles, which require the use of management estimates,
     contain all adjustments (including normal recurring adjustments) necessary
     to present fairly the operations and cash flows for the period presented
     and to make the financial statements not misleading.

STOCK-BASED COMPENSATION

     The Company accounts for stock-based employee compensation arrangements
     using the intrinsic value method in accordance with the provisions of
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees" ("APB No. 25") and has elected to follow the disclosure-only
     provisions of Statement of Financial Accounting Standards No. 123,
     "Accounting for Stock-Based Compensation" ("SFAS No. 123"), as amended by
     SFAS 148, "Accounting for Stock-Based Compensation - Transition and
     Disclosure. Under the intrinsic value method, the Company recognizes
     compensation expense only to the extent that the exercise price of the
     Company's employee stock options is less than the market price of the
     underlying stock on the date of grant. SFAS No. 123 requires the
     presentation of pro forma information as if the Company has accounted for
     its employee stock options granted under the fair value method. There were
     no options granted during the quarters ended March 31, 2005 and 2004.

     The following table illustrates the effect on net income and earnings per
     share for three months and nine months ended March 31, 2005, and 2004 had
     the Company applied the fair value recognition provisions of Statement of
     Financial Accounting Standards No. 123, "Accounting for Stock-Based
     Compensation," to stock-based employee compensation.



                                                   3 months        3 months        9 months        9 months
                                                    ending          ending          ending          ending
                                                     2005            2004            2005             2004
                                                  ----------      ----------      -----------      -----------

                                                                                         
Net income applicable to common stock:
  As reported                                     $   40,955      $   62,958      $   237,874      $   153,268
  Pro forma adjustment for compensation                 --              --               --               --
                                                  ----------      ----------      -----------      -----------
  Pro forma                                       $   40,955      $   62,958      $   237,874      $   153,268
                                                  ==========      ==========      ===========      ===========
Income per common share:
   Basic - as reported                            $     0.01      $      .01      $      0.03      $      0.02
   Basic - pro forma                              $     0.01      $      .01      $      0.03      $      0.02
   Diluted - as reported                          $     0.00      $      .01      $      0.03      $      0.02
   Diluted - pro forma                            $     0.00      $      .01      $      0.03      $      0.02

                                       6




     The fair value of a stock option is determined using the Black-Scholes
     option-pricing model, which values options based on the stock price at the
     grant date, the expected life of the option, the estimated volatility of
     the stock, the expected dividend payments, and the risk-free interest rate
     over the life of the option.

     The Black-Scholes option valuation model was developed for estimating the
     fair value of traded options that have no vesting restrictions and are
     fully transferable. Because option valuation models require the use of
     subjective assumptions, changes in these assumptions can materially affect
     the fair value of the options. Our options do not have the characteristics
     of traded options, therefore, the option valuation models do not
     necessarily provide a reliable measure of the fair value of our options.

     Equity instruments issued, if any, to non-employees in exchange for goods,
     fees and services are accounted for under the fair value based method of
     SFAS No. 123.

     In December 2004, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 123(R) ("SFAS 123R"), "Share-Based
     Payment," which is a revision of SFAS No. 123. SFAS 123R is effective for
     small business publicly-traded companies for interim or annual periods
     beginning after December 15, 2005, supersedes Accounting Principles Board
     Opinion no. 25, "Accounting for Stock Issued to Employees," and amends
     Statement of Financial Accounting Standards No. 95, "Statement of Cash
     Flows."

     SFAS 123R requires all share-based payments to employees, including grants
     of employee stock options, to be recognized in the income statement based
     on their fair values and will rescind the acceptance of pro forma
     disclosure. SFAS 123R will be effective for the Company beginning with the
     quarter ended December 31, 2005. The Company has not yet determined the
     impact in adopting SFAS 123R.

NOTE B - INVENTORIES

     Inventories consisted of the following:

                                               March 31,         June 30,
                                               2005              2004
                                               ----              ----
          Finished Goods                       $  43,145         $ 39,751
          Raw Materials                        $ 107,625         $ 64,973
                                               ---------         --------
                                               $ 150,770         $ 104,724
                                               =========         =========


NOTE C - STOCKHOLDERS' EQUITY

     During January 1995, the Company's Board of Directors authorized the
     issuance of up to 4,000,000 shares of Series A Cumulative Convertible
     Preferred Stock ("Series A Preferred Stock"). The preferred stockholders
     are entitled to receive, as and if declared by the board of directors,
     quarterly dividends at an annual rate of $.10 per share of Series A
     Preferred Stock per annum. Dividends will accrue without interest and will
     be cumulative from the date of issuance of the Series A Preferred Stock and
     will be payable quarterly in arrears in cash or publicly traded common
     stock when and if declared by the Board of Directors. As of March 31, 2005,
     no dividends have been declared. Dividends in arrears on the outstanding
     preferred shares total $176,749 as of March 31, 2005.

     Holders of the Preferred Stock have the right to convert their shares of
     Preferred Stock into an equal number of shares of Common Stock of the
     Company. In addition, Preferred Stock holders have the right to vote the
     number of shares into which their shares are convertible into Common Stock.
     Such preferred shares will automatically convert into one share of Common
     Stock at the close of a public offering of Common Stock by the Company
     provided the Company receives gross proceeds of at least $1,000,000, and
     the initial offering price of the Common Stock sold in such offering is
     equal to or in excess of $1 per share. The Company is obligated to reserve
     an adequate number of shares of its common stock to satisfy the conversion
     of all the outstanding Series A Preferred Stock.

                                       7




NOTE D - INCOME TAXES AND AVAILABLE CARRYFORWARD

     As of March 31, 2005, the Company had consolidated income tax net operating
     loss ("NOL") carryforward for federal income tax purposes of approximately
     $4,400,000. The NOL will expire in various years ending through the year
     2024.


     The components of the provision for income taxes (benefits) are
     attributable to continuing operations as follows:

                                                 March 31,      March 31,
                                                   2005            2004
                                                 --------        -------
     Current
        Federal                                  $   --          $ --
        State                                        --            --
                                                 --------        ------
     Deferred
        Federal                                   (48,277)         --
        State                                      (5,154)         --
                                                 --------        ------
                                                  (53,431)         --
                                                 --------        ------
     Income tax (benefit)                        $(53,431)       $ --
                                                 ========        ======


     Deferred income taxes reflect the net tax effects of the temporary
     differences between the carrying amounts of assets and liabilities for
     financial reporting purposes and the amounts used for income tax purposes.
     Significant components of the Company's deferred tax assets and liabilities
     are as follows:

                                                       Current      Non-Current
                                                     -----------    ------------
       Deferred tax assets:
           NOL carryforward                          $   127,250    $ 1,608,959
           Allowance for doubtful accounts                   941           --
                                                     -----------    -----------
                                                         128,191      1,608,959
        Deferred tax (liabilities):
           Excess of tax over book depreciation             --          (11,760)
                                                     -----------    -----------
                                                            --          (11,760)


        Valuation allowance for deferred tax asset          --       (1,608,959)
                                                     -----------    -----------
        Net deferred tax asset (liability)           $   128,191    $   (11,760)
                                                     ===========    ===========

                                       8




     The change in the valuation allowance is as follows:


                  March 31, 2005                              $ 1,608,959
                  June 30, 2004                               $ 1,498,878
                                                              -----------
                  Increase in valuation allowance             $   110,081
                                                              ===========

     The increase in the valuation allowance is due to an increase in the
     expected tax rate used to compute the expected NOL utilization. A valuation
     allowance of approximately $1,609,000 has been provided to reduce the asset
     to the net amount of tax benefit management believes it will more likely
     than not realize. As time passes, management will be able to better assess
     the amount of tax benefit the Company expects to realize from using the
     carryforward.


NOTE E - RECENT ACCOUNTING PRONOUNCEMENT

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share -
     Based Payment" SFAS 123 (Revised) addresses the accounting for share-based
     payment transactions in which an enterprise receives employee services in
     exchange for (a) equity instruments of the enterprise or (b) liabilities
     that are based on the fair value of the enterprise's equity instruments or
     that may be settled by the issuance of such equity instruments. SFAS 123
     (Revised) requires an entity to recognize the grant-date fair-value of
     stock options and other equity-based compensation issued to employees in
     the income statement. The revised statement generally requires that an
     entity account for those transactions using the fair-value-based method,
     and eliminates the intrinsic value method of accounting in APB 25, which
     was permitted under SFAS No. 123, as originally issued. The revised
     statement requires entities to disclose information about the nature of the
     share-based payment transactions and the effects of those transactions on
     the financial statements.

     SFAS No. 123 (Revised) is effective for small business issuers' financial
     statements for the first annual reporting period that begins after December
     15, 2005, with early adoption encouraged.

     The Company is currently evaluating the impact that this statement will
     have on its financial condition or results of operations.


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

General

     The following discussion and analysis should be read in conjunction with
     the unaudited Condensed Financial Statements and Notes thereto appearing
     elsewhere in this report.

     "Safe Harbor" Statement under the Private Securities Litigation Reform Act
     of 1995

     This Report on Form 10-QSB, including Management's Discussion and Analysis
     or Plan of Operation, contains forward-looking statements. When used in
     this report, the words "may," "will," "expect," "anticipate," "continue,"
     "estimate," "project," "intend," "hope,""believe" and similar expressions,
     variations of these words or the negative of those words, and, any
     statement regarding possible or assumed future results of operations of the
     Company's business, the markets for its products, anticipated expenditures,
     regulatory developments or competition, or other statements regarding
     matters that are not historical facts, are intended to identify
     forward-looking statements within the meaning of Section 27A of the
     Securities Act of 1933 and Section 21E of the Securities Exchange Act of
     1934 regarding events, conditions and financial trends including, without
     limitation, business conditions in the skin and wound care market and the
     general economy, competitive factors, changes in product mix, production

                                       9



     delays, manufacturing capabilities, and other risks or uncertainties
     detailed in other of the Company's Securities and Exchange Commission
     filings. Such statements are based on management's current expectations and
     are subject to risks, uncertainties and assumptions. Should one or more of
     these risks or uncertainties materialize, or should underlying assumptions
     prove incorrect, the Company's actual plan of operations, business
     strategy, operating results and financial position could differ materially
     from those expressed in, or implied by, such forward-looking statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The Company's condensed financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States of America, which require the Company to make estimates and
     judgments that affect the reported amounts of assets, liabilities, revenues
     and expenses, and the related disclosures. A summary of those significant
     accounting policies can be found in the Notes to the Consolidated Financial
     Statements included in the Company's annual report on 10-KSB, for the year
     ended June 30, 2004, which was filed with the Securities and Exchange
     Commission on September 28, 2004. The estimates used by management are
     based upon the Company's historical experiences combined with management's
     understanding of current facts and circumstances. Certain of the Company's
     accounting policies are considered critical as they are both important to
     the portrayal of the Company's financial condition and the results of its
     operations and require significant or complex judgments on the part of
     management.

Accounts receivable allowance

     Accounts receivable allowance consists of an allowance for doubtful
     accounts. The valuation of accounts receivable is based upon the
     credit-worthiness of customers and third-party payers as well as historical
     collection experience. Allowances for doubtful accounts are recorded as a
     selling, general and administrative expense for estimated amounts expected
     to be uncollectible from third-party payers and customers. The Company
     bases its estimates on its historical collection experience, current
     trends, credit policy and on the analysis of accounts by aging category.

Advertising and Marketing

     The Company uses several forms of advertising, including sponsorships to
     agencies who represent the professionals in their respective fields. The
     Company expenses these sponsorships over the term of the advertising
     arrangements, on a straight line basis. Other forms of advertising used by
     the Company include professional journal ads, and mailing campaigns. These
     forms of advertising are expensed when incurred.

Income Tax

     The Company accounts for income taxes under Statement of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
     SFAS 109 requires the recognition of deferred tax assets and liabilities
     for the expected future tax consequences of events that have been included
     in the financial statements or tax returns. Under this method, deferred tax
     assets and liabilities are determined based on the differences between the
     financial statement and the tax basis of assets and liabilities using
     enacted tax provisions currently in effect and rates applicable to the
     periods in which the differences are expected to affect taxable income.

Revenue Recognition

     The Company recognizes revenue related to product sales upon the shipment
     of such orders to customers, provided that the risk of loss has passed to
     the customer and the Company has received and verified any written
     documentation required to bill Medicare, other third-party payers and
     customers. The Company records revenue at the amounts expected to be
     collected from Medicare, other third-party payers and directly from
     customers. The Company delays recognizing revenue for shipments where the
     Company has not received the required documentation, until the period when
     such documentation is received. The Company calculates Medicare
     reimbursements based upon government-established reimbursement prices. The
     reimbursements that Medicare pays the Company are subject to review by
     government regulators. Medicare reimburses at 80% of the
     government-determined reimbursement prices and the Company bills the
     remaining balance to either third-party payers, such as insurance
     companies, or directly to the customers.

                                       10




Stock Based Compensation

     The Company accounts for stock-based employee compensation arrangements
     using the intrinsic value method in accordance with the provisions of
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees" ("APB No. 25") and has elected to follow the disclosure-only
     provisions of Statement of Financial Accounting Standards No. 123,
     "Accounting for Stock-Based Compensation" ("SFAS No. 123"), as amended by
     SFAS 148, "Accounting for Stock - Based Compensation - Transition and
     Disclosure." Under the intrinsic value method, the Company recognizes
     compensation expense only to the extent that the exercise price of the
     Company's employee stock options is less than the market price of the
     underlying stock on the date of grant. SFAS No. 123 requires the
     presentation of pro forma information as if the Company has accounted for
     its employee stock options granted under the fair value method. There were
     no options granted during the quarters ended March 31, 2005 and 2004.

Financial Condition

     As of March 31, 2005, the Company's principal sources of liquid assets
     included cash of $55,884, inventories of $150,770, and net accounts
     receivable of $164,046. The Company had net working capital of $361,420,
     and long-term debt of $181,760 at March 31, 2005.

     During the nine months ended March 31, 2005, cash increased from $14,608 as
     of June 30, 2004 to $55,884. Operating activities provided cash of $159,117
     during the period, consisting primarily of net income of $253,203. Cash
     used in financing activities was $109,486 as compared to cash used by
     financing activities of $10,584 for the corresponding period in 2004.

     The Company recorded deferred tax assets of $128,191, and deferred tax
     liability of $11,760, at March 31, 2005. A valuation allowance of
     approximately $1,609,000 has been recorded to reduce the asset to the net
     amount of expected tax benefit management believes it will more likely than
     not realize. As time passes, management will be able to better assess the
     amount of tax benefit the Company expects to realize.

Results of Operations

     Comparison of the three months, and nine months ended March 31, 2005 and
     2004.

     Net sales during the quarter ended March 31, 2005 were $555,712, as
     compared to $510,344 in the quarter ended March 31, 2004, an increase of
     $45,368, or 9%. Increases in sales continue for the Company as sales grow
     from Amerx's newest product, the Amerigel impregnated gauze. Sales from the
     Sirius subsidiary continue to grow as the customer base for diabetics
     continues to grow. Net sales for the nine months ended March 31, 2005 were
     $1,649,231, as compared to $1,496,104 in the corresponding previous year
     period, an increase of $153,127, or 10%.

     Gross profit during the quarter ended March 31, 2005 was $416,412, as
     compared to $408,852 during the quarter ended March 31, 2004, an increase
     of $7,560, or 2%. As a percentage of net sales, gross profit was 75% in the
     quarter ended March 31, 2005, as compared to 80% in the corresponding
     quarter in 2004. Gross profit increased for the three months overall.
     However profit margins decreased as sales for the Amerx product line
     shifted to higher volume, lower margin distributor sales. Gross profit for
     the nine months ended March 31, 2005 was $1,257,372, as compared to
     $1,166,911 in the corresponding previous year period, an increase of
     $90,461, or 8%.

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     Operating expenses during the quarter ended March 31, 2005, were $375,656,
     consisting of $176,021 in salaries and benefits, and $199,635 in selling,
     general and administrative expenses. This compares to operating expenses
     during the quarter ended March 31, 2004 of $334,887, consisting of $164,029
     in salaries and benefits, and $170,858 in selling, general and
     administrative expenses. Expenses for the quarter ended March 31, 2005
     increased compared to the corresponding quarter in 2004 by 12%. Salaries
     continue to increase based on incentive based compensation. Selling,
     general and administrative cost rose slightly as Amerx has increased
     advertising and sponsorships for different groups within the professional
     market.

     Operating profit decreased by $33,209 (45%) to $40,756 for the quarter
     ended March 31, 2005, from $73,965 in the comparable quarter of the prior
     year. Net Profit (before dividend requirements for Preferred Shares) was
     $44,928 during the quarter ended March 31, 2005, as compared to $66,386
     during the quarter ended March 31, 2004. Operating profit increased by
     $20,545 (11%) to $209,588 for the nine months ended March 31, 2005, from
     $189,043 in the comparable period of the prior year. Net Profit (before
     dividend requirements for Preferred Shares) for the nine months ended March
     31, 2005 was $253,203, an increase of $85,702 or 51%. The Company continues
     to try to improve its cash position. In the third fiscal quarter, Amerx
     focused part of it's marketing efforts on funding long term oriented
     marketing plans that would not yield immediate sales results in the current
     quarter. This included marketing to further brand the Amerigel name in the
     market place. Management believes that these marketing efforts will assist
     the Company in reaching its long term goals. The Company also believes that
     sales will continue to increase as the Company finds new markets for both
     its products and services. The Company also believes that sales will
     continue to increase as the Company finds new markets for both its products
     and services. The Amerigel Products overall acceptance has grown steadily
     in the Podiatric Market. This has also made for a favorable introduction of
     Amerx's newest product the Amerigel impregnated gauze.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

     Management of the Company, with the participation of the President and
     Principal Executive, Financial and Accounting Officer, has conducted an
     evaluation of the effectiveness of the Company's disclosure controls and
     procedures pursuant to Rule 13a-15 under the Securities Exchange Act of
     1934 as of the end of the period covered by this report. Based on that
     evaluation, management, including the President and Principal Executive,
     Financial and Accounting Officer, has concluded that, as of the end of the
     period covered by this report, the Company's disclosure controls and
     procedures were effective in ensuring that all material information
     relating to the Company required to be disclosed in this report has been
     made known to management in a timely manner and ensuring that this
     information is recorded, processed, summarized and reported within the time
     periods specified in the SEC's rules and regulations.

(b) Changes in Internal Controls Over Financial Reporting

     During the third fiscal quarter of 2005, the Company did not institute any
     significant changes in its internal control over financial reporting that
     materially affected or is reasonably likely to materially affect, the
     Company's internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

         (A) EXHIBITS

          31.1 Certification of John C. Anderson pursuant to Exchange Act Rule
               13a-14(a)/15d-14(a)

          32.1 Certification Pursuant to 18 U.S.C.ss.1350, as Adopted Pursuant
               to Section 906 of the Sarbanes-Oxley Act Of 2002

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                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.


                                 PROCYON CORPORATION



May 16, 2005                      By:  /s/ John C. Anderson
------------                          ------------------------------------------
Date                                       John C. Anderson
                                           President and Chief Financial Officer

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