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, 2007

       [ ] 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 [ ]

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

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; 8,050,588
shares outstanding as of May 14, 2007

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
OR PLAN OF OPERATION                                                          11


ITEM 3. CONTROLS AND PROCEDURES                                               16


                          PART II. - OTHER INFORMATION

ITEM 5. OTHER INFORMATION                                                     17

ITEM 6. EXHIBITS                                                              17

SIGNATURES                                                                    18


                                        2



  

PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2007 and June 30, 2006

                                                                                (unaudited)     (audited)
                                                                                 March 31,       June 30,
                                                                                    2007           2006
                                                                                -----------    -----------
ASSETS

CURRENT ASSETS
       Cash                                                                     $   396,672    $   288,377
       Accounts receivable, net of $2,500
            allowance for doubtful accounts                                         179,080        146,446
       Prepaid expenses                                                             123,182        120,516
       Inventories                                                                  137,598        150,865
       Deferred tax asset                                                           179,461        133,245
                                                                                -----------    -----------
            TOTAL CURRENT ASSETS                                                  1,015,993        839,449

PROPERTY AND EQUIPMENT, NET                                                         589,728         62,962

OTHER ASSETS
       Deposits                                                                       4,152          8,748
       Deferred tax asset                                                           194,346           --
                                                                                -----------    -----------
                                                                                    198,498          8,748

TOTAL ASSETS                                                                    $ 1,804,219    $   911,159
                                                                                ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
       Accounts Payable                                                         $   107,871    $   125,648
       Accrued Expenses                                                              87,814         82,220
       Current Portion of Mortgage Payable                                           20,821           --
                                                                                -----------    -----------
            TOTAL CURRENT LIABILITIES                                               216,506        207,868

LONG-TERM LIABILITIES
       Deferred tax liability                                                          --            9,063
       Mortgage Payable                                                             474,429           --
                                                                                -----------    -----------
            TOTAL LONG TERM LIABILITIES                                             474,429          9,063

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; 204,900
       shares issued and outstanding                                                160,750        160,750
       Common stock, no par value, 80,000,000 shares
       authorized; 8,046,588 shares issued and outstanding                        4,410,876      4,410,876
       Paid-in Capital                                                                6,000          6,000
       Accumulated deficit                                                       (3,464,342)    (3,883,398)
                                                                                -----------    -----------
            TOTAL STOCKHOLDERS' EQUITY                                            1,113,284        694,228
                                                                                -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 1,804,219    $   911,159
                                                                                ===========    ===========


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

                                                3


PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2007 and 2006
Nine Months Ended March 31, 2007 and 2006

                                              (unaudited)    (unaudited)    (unaudited)    (unaudited)
                                             Three Months   Three Months    Nine Months    Nine Months
                                                 Ended          Ended          Ended          Ended
                                             Mar. 31, 2007  Mar. 31, 2006  Mar. 31, 2007  Mar. 31, 2006
                                             -------------  -------------  -------------  -------------


NET SALES                                     $   698,015    $   622,596    $ 1,850,873    $ 1,699,941

COST OF SALES                                     149,873        133,330        422,645        385,855
                                              -----------    -----------    -----------    -----------

GROSS PROFIT                                      548,142        489,266      1,428,228      1,314,086

OPERATING EXPENSES

       Salaries and Benefits                      227,966        180,421        610,491        494,635
       Selling, General and Administrative        193,597        196,047        632,005        534,918
                                              -----------    -----------    -----------    -----------
                                                  421,563        376,468      1,242,496      1,029,553


INCOME FROM OPERATIONS                            126,579        112,798        185,732        284,533


OTHER INCOME (EXPENSE)
       Interest Income                              3,186            636          8,320          1,132
       Interest Expense                            (9,060)          (327)       (24,619)        (3,283)
       Other Income                                                  530                           530
                                              -----------    -----------    -----------    -----------
                                                   (5,874)           839        (16,299)        (1,621)

INCOME BEFORE INCOME TAXES                        120,705        113,637        169,433        282,912

INCOME TAX (EXPENSE) BENEFIT                       98,831         13,398        249,625         10,961
                                              -----------    -----------    -----------    -----------

NET INCOME                                        219,536        127,035        419,058        293,873

Dividend requirements on preferred stock           (5,123)        (5,373)       (15,368)       (16,118)
                                              -----------    -----------    -----------    -----------

Basic net income available to common shares   $   214,413    $   121,662    $   403,690    $   277,755
                                              ===========    ===========    ===========    ===========

Basic net income per common share             $      0.03    $      0.02    $      0.05    $      0.03

Weighted average number of common
       shares outstanding                       8,049,588      8,039,588      8,049,588      8,045,041
                                              ===========    ===========    ===========    ===========


Diluted net income per common share           $      0.03    $      0.01    $      0.05    $      0.03

Weighted average number of common shares
       outstanding, basic and diluted           8,322,571      8,361,964      8,322,571      8,367,417
                                              ===========    ===========    ===========    ===========



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

                                                    4


PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine months Ending March 31, 2007 and 2006


                                                                               (unaudited)  (unaudited)
                                                                                March 31,    March 31,
                                                                                   2007         2006
                                                                                ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income                                                                      $ 419,058    $ 293,873
Adjustments to reconcile net income to net cash used in operating activities:
           Depreciation                                                            27,221       18,681
           Deferred Income Taxes                                                 (249,624)     (10,961)
           Decrease (increase) in:
                   Accounts Receivable                                            (32,634)     (20,081)
                   Inventory                                                       13,267       19,466
                   Prepaid Expenses                                                (2,666)     (25,324)
                   Other Assets                                                     4,596       18,709
           Increase (decrease) in:
                   Accounts Payable                                               (17,778)      (6,494)
                   Accrued Expenses                                                 5,594       (2,292)
                                                                                ---------    ---------
                             NET CASH PROVIDED BY OPERATING ACTIVITIES            167,034      285,577

CASH FLOW FROM INVESTING ACTIVITIES

           Purchase of property & equipment                                       (45,990)      (9,052)
                                                                                ---------    ---------
                             NET CASH USED BY INVESTING ACTIVITIES                (45,990)      (9,052)

CASH FLOW FROM FINANCING ACTIVITIES

           Payments on note payable -related party                                   --        (90,000)
           Payments on Mortgage Payable                                           (12,749)        --
           Payments on capital lease obligations                                     --         (2,360)
                                                                                ---------    ---------
                             NET CASH USED BY FINANCING ACTIVITIES                (12,749)     (92,360)

                             NET CHANGE IN CASH                                   108,295      184,165

CASH AT BEGINNING OF PERIOD                                                       288,377       26,580
                                                                                ---------    ---------

                             CASH AT END OF PERIOD                              $ 396,672    $ 210,745
                                                                                =========    =========

SUPPLEMENTAL DISCLOSURES

Interest Paid                                                                   $  24,619    $   3,283
Taxes Paid                                                                      $    --      $    --

NONCASH TRANSACTION DISCLOSURE

Purchase of Office Building Financed by Mortgage                                $ 508,000    $    --


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,
     2006. 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

          In December 2004, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 123R ("SFAS 123R"),
     "Share-Based Payment," which is a revision of Statement of Financial
     Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
     SFAS 123R is effective for small business publicly traded companies, for
     interim or annual periods beginning after December 15, 2005. It 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 statement of operations based upon their fair values and rescinds the
     acceptance of pro forma disclosure. SFAS 123R permits two methods of
     adoption, a "modified prospective" method and a "modified retrospective"
     method. Under the modified prospective method, stock-based compensation
     cost is recognized, beginning with the effective date, based on the
     requirements of SFAS 123R for all share-based payments granted after the
     effective date and for all awards granted prior to the effective date that
     remain unvested on the effective date. The modified retrospective method
     includes the requirements of the modified prospective method and also
     permits restatement of prior periods based on amounts previously reported
     in pro forma disclosures pursuant to SFAS 123 for either all periods
     presented or for only prior interim periods of the year of adoption. We
     adopted the modified prospective method prescribed in SFAS 123R, effective
     January 1, 2006.

          On March 31, 2007, there were outstanding options to purchase 300,000
     shares of our common stock at exercise prices ranging from $0.16 to $0.21
     per share and expiration dates between December 2009 and November 2010.
     These options were vested at the time of grant. During the quarter ended

                                       6


     March 31, 2007, no options were granted. Therefore, the adoption of SFAS
     123R does not have an impact on our statement of operations for period
     ending March 31, 2007.

          Prior to January 1, 2006, we accounted for stock-based compensation
     using the intrinsic value method prescribed in Accounting Principles Board
     Opinion No. 25, "Accounting for Stock Issued to Employees," and related
     interpretations and elected to apply the disclosure-only provisions of
     Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
     for Stock-Based Compensation,"as amended by SFAS No. 148, "Accounting for
     Stock-Based Compensation - Transition and Disclosure." Under the intrinsic
     value method, compensation expense for stock options was recognized over
     the vesting period of the grant based on the excess, if any, of the market
     price of our common stock at the date of grant over the stock option
     exercise price. As governed by the Plan, stock options were generally
     granted at or near fair market value on the date of grant.

          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. There were no options granted during the
     quarters ended March 31, 2007 and 2006.

          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.

NOTE B - INVENTORIES

          Inventories consisted of the following:

                                       March 31,      June 30,
                                         2007           2006
                                       --------       --------
          Finished Goods               $ 42,161       $ 61,330
          Raw Materials                $ 95,437       $ 89,535
                                       --------       --------
                                       $137,598       $150,865
                                       ========       ========

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

                                       7


     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, 2007,
     no dividends have been declared. Dividends in arrears on the outstanding
     preferred shares total $202,229 as of March 31, 2007.

          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.

NOTE D - INCOME TAXES AND AVAILABLE CARRYFORWARD

          As of March 31, 2007, the Company had consolidated income tax net
     operating loss ("NOL") carryforward for federal income tax purposes of
     approximately $3,802,000. The federal NOL will expire in various years
     ending through the year 2022.

          For the nine months periods ended March 31, 2007 and 2006, the
     components of the provision for income taxes (benefits) are attributable to
     continuing operations as follows:

                                       March 31,    March 31,
                                         2007         2006
                                       ---------    ---------
                  Current
                             Federal   $    --      $    --
                             State          --           --
                                       ---------    ---------
                                       $    --      $    --
                  Deferred
                             Federal   $(213,140)   $ (10,058)
                             State       (36,485)        (903)
                                       ---------    ---------
                                       $(249,625)   $ (10,961)
                                       =========    =========


          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:

                                       8



  

                                                                 Current      Non-Current
                                                               -----------    -----------
       Deferred tax assets:
             Net operating loss & contribution carryforwards   $   178,520    $ 1,256,419
             Allowance for doubtful accounts                           941           --
             Less: Valuation allowance                                --       (1,054,609)
                                                               -----------    -----------
                                                                   179,461        201,810
       Deferred tax (liabilities):
             Excess of tax over book depreciation                     --           (7,464)
                                                               -----------    -----------

       Net deferred tax asset (liability)                      $   179,461    $   194,346
                                                               ===========    ===========

       The change in the valuation allowance is as follows:

             June 30, 2006                                     $ 1,373,049
             March 31, 2007                                      1,054,609
                                                               -----------
             Change in valuation allowance                     $  (318,440)
                                                               ===========

          The decrease in the valuation allowance is due to an increase in the
     expected utilization of net operating loss carry forwards. A valuation
     allowance of approximately $1,054,000 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 it will realize from using the carryforward.

          Income taxes for the nine month periods ended March 31, 2007, and
     March 31, 2006, differ from the amounts computed by applying the effective
     income tax rates of 37.63% and 37.63%, respectively, to income before
     income taxes as a result of the following:


                                                    March 31,    March 31,
                                                      2007         2006
                                                    ---------    ---------

       Expected provision (benefit)                 $  59,596    $  96,190

       State income taxes net of federal benefits       6,363       10,270

       Nondeductible (income) expense                   1,323        2,464

       Change in valuation allowance                 (318,440)    (118,814)

       Other, net                                       1,533       (1,071)
                                                    ---------    ---------

                                                    $(249,625)   $ (10,961)
                                                    =========    =========

                                       9



NOTE E - MORTGAGE PAYABLE

          On July 21, 2006, we entered into a mortgage loan for $508,000 with
     the Bank of America for the purchase of our corporate office building. The
     mortgage loan is due in 15 years and interest is fixed at 7.25%. Interest
     expense was $24,599 for the nine months ended March 31, 2007.

     Maturities of long-term debt associated with the mortgage payable are as
     follows:

            Year Ending June 30,
            --------------------------------------------

                3 months 2007                               $    5,064
                2008                                            21,201
                2009                                            22,790
                2010                                            24,498
                2011                                            26,335
                2012 and thereafter                            395,362
                                                            ----------
                                                               495,250

                Less current portion                            20,821
                                                            ----------

                                                            $  474,429
                                                            ==========



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 of Financial Condition and Results 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

                                       10


     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, diabetic market and the general economy,
     competitive factors, changes in product mix, production 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, 2006, which was filed with the Securities and Exchange
     Commission on September 29, 2006. 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. We believe that the following critical accounting policies
     affect the more significant judgments and estimates used in the preparation
     of our financial statements.

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 advertisements and mailing
     campaigns. These forms of advertising are expensed when incurred.

                                       11


Deferred Income Taxes

          Deferred income taxes are recognized for the expected tax consequences
     in future years for differences between the tax bases of assets and
     liabilities and their financial reporting amounts, based upon exacted tax
     laws and statutory tax rates applicable to the periods in which the
     differences are expected to affect taxable income. The Company accounts for
     income taxes under Statement of Financial Accounting Standards No. 109,
     "Accounting for Income Taxes" ("SFAS 109"). We maintain a valuation
     allowance to reduce deferred tax assets to the net amount expected to be
     recovered in future periods. The estimates for deferred tax assets and the
     corresponding valuation allowance require us to exercise complex
     judgements. We periodically review and adjust those estimates based upon
     the most current information available. In accordance with SFAS 109 and
     based upon a review at March 31, 2007, of our utilization of deferred tax
     assets, we maintained a valuation allowance of $1,054,609. Because the
     recoverability of deferred tax assets is directly dependent upon future
     operating results, actual recoverability of deferred tax assets may differ
     materially from our estimates.

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.

Stock Based Compensation

          In December 2004, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 123R ("SFAS 123R"),
     "Share-Based Payment," which is a revision of Statement of Financial
     Accounting Standards No. 123, "Accounting for Stock-Based Compensation."
     SFAS 123R is effective for small business publicly traded companies, for
     interim or annual periods beginning after December 15, 2005. It 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 statement of operations based upon their fair values and rescinds the
     acceptance of pro forma disclosure. SFAS 123R permits two methods of
     adoption, a "modified prospective" method and a "modified retrospective"

                                       12


     method. Under the modified prospective method, stock-based compensation
     cost is recognized, beginning with the effective date, based on the
     requirements of SFAS 123R for all share-based payments granted after the
     effective date and for all awards granted prior to the effective date that
     remain unvested on the effective date. The modified retrospective method
     includes the requirements of the modified prospective method and also
     permits restatement of prior periods based on amounts previously reported
     in pro forma disclosures pursuant to SFAS 123 for either all periods
     presented or for only prior interim periods of the year of adoption. We
     adopted the modified prospective method prescribed in SFAS 123R, effective
     January 1, 2006.

Financial Condition

          As of March 31, 2007, the Company's principal sources of liquid assets
     included cash of $396,672, inventories of $137,598, and net accounts
     receivable of $179,080. The Company had net working capital of $799,487,
     and long-term debt of $474,429 at March 31, 2007.

          During the nine months ended March 31, 2007, cash increased from
     $288,377 as of June 30, 2006, to $396,672. Operating activities provided
     cash of $167,034 during the period, consisting primarily of net income of
     $419,058. Cash used by financing activities was $12,749 as compared to cash
     used by financing activities of $92,360 for the corresponding period in
     2006.

          The Company recorded a current deferred tax asset of $179,461, and
     non-current deferred tax asset of $194,346, at March 31, 2007. A valuation
     allowance of approximately $1,054,000 has been recorded to reduce the asset
     to the net amount of expected tax benefit management believes it will more
     likely than not realize. Because the recoverability of deferred tax assets
     is directly dependent upon future operating results, actual recoverability
     of deferred tax assets may differ materially from our estimates.

Results of Operations

          Comparison of the three months and nine months and ended March 31,
     2007 and 2006.

          Net sales during the quarter ended March 31, 2007 were $698,015, as
     compared to $622,596 in the quarter ended March 31, 2006, an increase of
     $75,419, or approximately 12%. Net sales for the nine months ended March
     31, 2007 were $1,850,873, as compared to $1,699,941 in the nine months
     ended March 31, 2006, an increase of $150,932, or approximately 9%. Sales
     to distributors increased secondary to expanding our distributor base and
     to the increased volumes produced by existing distributors. Sales from our
     Sirius subsidiary have leveled off, as we continue to find ways to reach
     Sirius' intended market. We believe there is great potential for Sirius as
     the number of diagnosed diabetics continues to increase.

          Gross profit during the quarter ended March 31, 2007 was $548,142, as
     compared to $489,266 during the quarter ended March 31, 2006, an increase
     of $58,876, or approximately 12%. Gross profit for the nine months ended
     March 31, 2007, was $1,428,228 as compared to $1,314,086, an increase of
     $114,142, or approximately 9%. As a percentage of net sales, gross profit

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     was approximately 79% in the quarter ended March 31, 2007, and
     approximately 78% in the corresponding quarter in 2006. As a percentage of
     net sales, gross profit was approximately 77% and 77% for the nine months
     ended March 31, 2007 and 2006, respectively.

          Operating expenses during the quarter ended March 31, 2007, were
     $421,563, consisting of $227,966 in salaries and benefits, and $193,597 in
     selling, general and administrative expenses. This compares to operating
     expenses during the quarter ended March 31, 2006 of $376,468, consisting of
     $180,421 in salaries and benefits, and $196,047 in selling, general and
     administrative expenses. Expenses for the quarter ended March 31, 2007,
     increased by approximately $45,095, or approximately 12% compared to the
     corresponding quarter in 2006. Increases in the salaries and benefits for
     the current period was due to an increase in personnel and increased
     commissions in fiscal 2007. Selling, general and administrative cost
     decreased for the quarter ended March 31, 2007, compared to the quarter
     ended March 31, 2006 by $2,450. The Company has implemented a new
     accounting software program that is more suitable for growth.

          Operating profit increased by $13,781 (approximately 12%) to $126,579
     for the quarter ended March 31, 2007, as compared to $112,798 in the
     comparable quarter of the prior year. Net income (before dividend
     requirements for Preferred Shares) was $219,536 during the three months
     ended March 31, 2007, as compared to $127,035 during the three months ended
     March 31, 2006. The increase in net income was primarily attributable to an
     increase in the recoverability of deferred tax assets based on the
     expectation of being able to use the Net Operating Loss carry-forward. The
     current deferred tax asset calculation is based on a two year projection
     verses the one year projection utilized in previously reported quarters.
     The two year projection is currently utilized to reflect the Company's
     increased fiscal stability as reported for the past fifteen quarters. Amerx
     continues efforts to increase market share for its products. Sirius
     continues efforts to penetrate the aging diabetic market. We also believe
     that sales will continue to increase if the Company finds new markets for
     both its products and services.

ITEM 3. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

          Management of the Company, with the participation of the Chief
     Executive Officer and Chief Financial 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 Chief Executive and Chief Financial 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.

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     (b) Changes in Internal Controls Over Financial Reporting

          During the third fiscal quarter of 2007, 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 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS

(A) EXHIBITS

      31.1     Certification of Regina W. Anderson pursuant to Exchange Act Rule
               13a-14(a)/15d-14(a)
      31.2     Certification of James B. 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


                                   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 14, 2007                                By: /s/ REGINA W. ANDERSON
------------                                    ----------------------
Date                                            Regina W. Anderson,
                                                Chief Executive Officer


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