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 December 31, 2002

       [ ] 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)


                        1150 Cleveland Street, Suite 410
                              Clearwater, FL 33755
                         (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 preceding 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; 7,934,338 shares outstanding as of February 13,
2003

     Transitional Small Business Disclosure Format (check one) Yes [ ] No [x]




                          PART I. FINANCIAL INFORMATION



Item
                                                                         Page
                                                                         ----

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

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................. 7

ITEM 3. CONTROLS AND PROCEDURES........................................... 8

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................................. 9

SIGNATURES................................................................ 9








PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND JUNE 30, 2002

                                                                  (unaudited)
                                                                  December 31             June 30 ***
                                                                      2002                    2002
                                                                  -----------              -----------
                                                                                       
ASSETS

Current Assets

       Cash                                                       $    12,048              $         0
       Accounts Receivable, less allowances of $6,500, &
             $8,500 respectively                                  $   159,654                  109,985
       Prepaid Expenses                                                34,105                   35,283
       Inventories                                                     76,701                   57,303
                                                                  -----------              -----------
            Total Current Assets                                      282,508                  202,571

PROPERTY AND EQUIPMENT
       Office Equipment                                                38,101                   59,794
       Furniture and Fixtures                                          36,858                   14,666
       Production Equipment                                            14,236                   14,236
                                                                  -----------              -----------
                                                                       89,195                   88,696
       Accumulated Depreciation                                       (55,450)                 (49,355)
                                                                  -----------              -----------
             Total Property & Equipment                                33,745                   39,341

OTHER ASSETS
       Certificates of deposit
             plus accrued interest, restricted                         17,114                   17,114
       Deposits                                                           844                      844
                                                                  -----------              -----------
             Total Other Assets                                        17,958                   17,958


TOTAL ASSETS                                                      $   334,211              $   259,870
                                                                  ===========              ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
       Excess of checks issued over bank balance                            0              $    24,168
       Current Portion of Long Term Debt                                5,895                    5,499
       Accounts Payable                                           $   271,093                  249,370
       Accrued Liabilities                                             13,659                   29,774
       Note Payable- Related Party                                    286,488                  258,487
                                                                  -----------              -----------
             Total Current Liabilities                                577,135                  567,298

Long Term Liability
       Note Payable- Related Party                                     13,188                   16,238
                                                                  -----------              -----------
             Total Long Term Liability                                 13,188                   16,238

Stockholders' deficiency (Notes 2 &                                         6)
       Preferred stock, 496,000,000 shares
             authorized; none issued
       Series A Cumulative Convertible Preferred stock,
             no par value; 4,000,000 shares authorized;
             276,100 shares issued and outstanding                    231,950                  244,450
       Common stock, no par value, 80,000,000 shares
             authorized; 7,934,338 shares issued and
             outstanding                                            4,309,115                4,262,414
       Accumulated deficit                                         (4,797,177)              (4,830,530)
                                                                  -----------              -----------
Total Stockholders' Deficiency                                       (256,112)                (323,666)
                                                                  -----------              -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $   334,211              $   259,870
                                                                  ===========              ===========


*** Taken from the audited balance sheet at that date

See accompanying notes


                                                      -3-

PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended December 31, 2002 and 2001
Six Months Ended December 31, 2002 and 2001


                                                           Three Months          Three Months             Six Months
                                                               Ended                 Ended                   Ended
                                                           Dec. 31, 2002         Dec. 31, 2001           Dec. 31, 2002
                                                           -------------         -------------           -------------
                                                            (unaudited)           (unaudited)             (unaudited)

Net Sales                                                   $   409,430            $   317,032            $   819,569

Cost of Sales                                                    91,468                 54,824                174,459
                                                            -----------            -----------            -----------

Gross Profit                                                    317,962                262,208                645,110

Operating Expenses:
       Salaries and Benefits                                    142,908                 96,684                273,909
       Selling, General and Administrative                      172,601                143,314                319,099
                                                             -----------            -----------            -----------

Total Operating Expenses                                        315,509                239,998                593,008
                                                            -----------            -----------            -----------

Profit (loss) from Operations                                     2,453                 22,210                 52,102

Other Income (Expense):
       Interest Expense                                          (9,344)               (15,565)               (19,053)
       Interest Income                                               91                      0                    249
       Miscellaneous Income                                           0                      0                     50
                                                            -----------            -----------            -----------

Total Other Income (Expense)                                     (9,253)               (15,565)               (18,754)
                                                            -----------            -----------            -----------

Net Profit (Loss)                                                (6,800)                 6,645                 33,348
Dividend requirements on preferred stock                          6,903                  7,215                  7,055
                                                            -----------            -----------            -----------

Loss applicable to common stock                             ($   13,703)           ($      570)           $    26,293
                                                            ===========            ===========            ===========

Basic Profit (Loss) per common share                              (0.00)                  0.00                   0.00

Weighted average number of
       common shares outstanding                              7,907,986              7,861,338              7,881,551
                                                            ===========            ===========            ===========








See accompanying notes
                                                                 -4-





PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 2002 and 2001


                                                               (unaudited)            (unaudited)
                                                               December 31,           December 31,
                                                                   2002                     2001
                                                               ------------            ------------
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                               $  33,348              $ (98,209)
Adjustments to reconcile net income (loss) to
            net cash used in operating activities:
            Depreciation                                           6,096                  6,567
            Allowance for doubtful accounts                       (2,000)                     0
            Common Stock issued for services                       2,100                      0

Decrease (Increase) in:
            Accounts Receivable, trade                           (47,669)               (28,212)
            Inventories                                          (19,398)                 8,960
            Other Assets                                               0                 (2,000)
            Prepaid Expenses                                       1,178                  4,572
Increase (decrease) in:
            Excess of checks issued over bank balance            (24,168)                     0
            Accounts Payable                                      21,725                  3,159
            Accrued Expenses                                     (16,111)               (45,171)
                                                               ---------              ---------

Cash Used in Operating Activities                                (44,899)              (150,334)

CASH FLOWS FROM INVESTING ACTIVITIES

            Purchase of Property & Equipment                        (499)                (4,686)
                                                               ---------              ---------

Cash Used in Investing Activities                                   (499)                (4,686)

CASH FLOWS FROM FINANCING ACTIVITIES

            Proceeds from Long Term Loan                               0                 25,000
            Payments on Long Term Loan                            (2,654)                (1,188)
            Proceeds from Stockholder Loan                        28,000                122,000
            Proceeds from Issuance of Common Stock                32,100                      0
                                                               ---------              ---------

Cash provided by financing activities                             57,446                145,812

Net Increase (decrease) in cash and cash equivalents              12,048                 (9,208)

Cash and Cash Equivalents, beginning of period                         0                 19,099
                                                               ---------              ---------

Cash and Cash Equivalents, end of period                       $  12,048              $   9,891
                                                               =========              =========

SUPPLEMENTARY DISCLOSURE

            Taxes Paid                                         $       0              $       0
            Interest Paid                                      $  19,053              $  24,151

NONCASH TRANSACTION DISCLOSURE

Conversion of Series A Preferred shares to common shares       $  12,500              $       0

See accompanying notes
                                                    -5-







                          Notes to Financial Statements

NOTE A - Consolidated Financial Statements

     The 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, 2002. 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.

NOTE B - INVENTORIES

     Inventories consisted of the following:

                                           December 31,             June 30,
                                              2002                    2002
                                              ----                    ----

          Finished Goods                    $  8,458               $  4,563
          Raw Materials                     $ 56,371               $ 42,235
          Diabetic Products                 $ 11,872               $ 10,505
                                            --------               --------
                                            $ 76,701               $ 57,303
                                            ========               ========

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 December 31, 2002, no dividends have been declared. Dividends in arrears on
the outstanding preferred shares total $154,706 as of December 31, 2002. The
preferred stockholders have the right to convert each share of Series A
Preferred Stock into one share of the Company's common stock at any time without
additional consideration. However, each share of Series A Preferred Stock is
subject to mandatory conversion into one share of common stock of the Company,
effective as of the close of a public offering of the Company's common stock
provided, however, that the offering must provide a minimum of $1 million in
gross proceeds to the Company and the initial offering price of such common
stock must be at least $1 per share. In addition to the rights described above,
the holders of the Series A Preferred Stock will have equal voting rights as the
common stockholders based upon the number of shares of common stock into which
the Series A Preferred Stock is convertible. 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.



                                       -6-



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,
     contains forward-looking statements. When used in this report, the words
     "may", "will", "expect", "anticipate", "continue", "estimate", "project",
     "intend", "believe", and similar expressions, variations of these words or
     the negative of those word 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 delays,
     manufacturing capabilities, and otherwise 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.


Financial Condition

     As of December 31, 2002, the Company's principal sources of liquid assets
     included cash and cash equivalents of $12,048, inventories of $76,701, and
     net accounts receivable of $159,654. The Company had negative working
     capital of $294,627, and long-term debt of $13,188 at December 31, 2002.

     During the six months ended December 31, 2002, cash and cash equivalents
     increased from $0 as of June 30, 2002 to $12,048. Operating activities used
     cash of $44,899 during the period, consisting primarily of a increase in
     accounts receivable and inventory. Cash provided by financing activities
     was $57,446 as compared to $145,812 for the corresponding period in 2001.

     At December 31, 2002, the Company had no commitments for capital
     expenditures.

     The Company has deferred tax assets with a 100% valuation allowance at
     December 31, 2002. Management is not able to determine if it is more likely
     than not that the deferred tax assets will be realized.

     Management is continuing its efforts to raise additional funding through a
     private equity placement. The funds will be used to support advertising and
     operations.

Results of Operations


     Comparison of the fiscal quarter and Six Months ended December 31, 2002 and
     2001.

     Net sales during the quarter ended December 31, 2002 were $409,430, as
     compared to $317,032 in the quarter ended December 31, 2001, an increase of
     $92,398, or 29%. Net sales during the six months ended December 31, 2002
     were $819,569, as compared to $615,849 in the six months ended December 31,
     2001, an increase of $203,720, or 33%. The increase in net sales for the
     fiscal quarter and six months ended December 31, 2002 over the same periods
     in the previous fiscal year are primarily attributable to increased
     marketing efforts, which management believes has caused an increase in the
     customer base for both of the Company's subsidiaries.

                                       -7-



     Gross profit during the quarter ended December 31, 2002 was $317,962, as
     compared to $262,208 during the quarter ended December 31, 2001, an
     increase of $55,754, or 21%. Gross profit during the six months ended
     December 31, 2002 was $645,110, as compared to $504,248 during the six
     months ended December 31, 2001, an increase of $140,862, or 28%. As a
     percentage of net sales, gross profit was 78% in the quarter ended December
     31, 2002, as compared to 83% in the corresponding quarter in 2001. As a
     percentage of net sales, gross profit was 79% in the six months ended
     December 31, 2002, as compared to 82% in the corresponding six months in
     2001. Management anticipates gross profit will continue to decrease
     gradually as sales for the Sirius subsidiary grow. Sirius being a
     distributor works on thinner margins than its affiliate Amerx, as a
     manufacturer. Amerx has seen a slight decrease in margins as cost of
     ingredients and packaging, have increased over the year.

     Operating expenses during the quarter ended December 31, 2002, were
     $315,509, consisting of $142,908 in salaries and benefits, and $172,601 in
     selling, general and administrative expenses. This compares to operating
     expenses during the quarter ended December 31, 2001 of $239,998, consisting
     of $96,684 in salaries and benefits, and $143,314 in selling, general and
     administrative expenses. Operating expenses during the six months ended
     December 31, 2002, were $593,008, consisting of $273,909 in salaries and
     benefits, and $319,099 in selling, general and administrative expenses.
     This compares to operating expenses during the six months ended December
     31, 2001 of $578,336, consisting of $229,901 in salaries and benefits, and
     $348,435 in selling, general and administrative expenses. The Company
     expects expenses to rise somewhat as sales increase over the remainder of
     the fiscal year. Increased operating expenses were primarily due to
     increased cost of marketing efforts, and increased rates in insurance
     premiums.

     The Company had an operating profit of $2,453 in the quarter ended December
     31, 2002, as compared to an operating profit of $22,210 in the
     corresponding quarter in 2001. The decrease in operating profit was
     primarily due to higher selling, general and administrative expenses, and
     increased personnel related cost. Net loss (before dividend requirements
     for Preferred Shares) was $6,800 during the quarter ended December 31,
     2002, as compared to a net profit of $6,645 during the quarter ended
     December 31, 2001. The Company had an operating profit of $52,102 in the
     six months ended December 31, 2002, as compared to an operating loss of
     $74,088 in the corresponding period in 2001. Net profit (before dividend
     requirements for Preferred Shares) was $33,348 during the six months ended
     December 31, 2002, as compared to a net loss of $98,209 during the six
     months ended December 31, 2001.

ITEM 3 CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

     The management of the Company, including the Chief Executive Officer and
     the Chief Financial Officer, have conducted an evaluation of the
     effectiveness of the Company's disclosure controls and procedures pursuant
     to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date (the
     "Evaluation Date") within 90 days prior to the filing date of this report.
     Based on that evaluation, the Chief Executive Officer and the Chief
     Financial Officer concluded that, as of the Evaluation Date, the Company's
     disclosure controls and procedures were effective in ensuring that all
     material information relating to the Company, including our consolidated
     subsidiaries, required to be filed in this quarterly report has been made
     known to them in a timely manner.

     (b) Changes in Internal Controls

     There have been no significant changes made in the Company's internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date






                                       -8-



PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (A) EXHIBITS - Exhibit 99.1 - Certification Pursuant to18 U.S.C. ss. 1350,
     As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     REPORTS ON FORM 8-K - NONE

                                   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

February 14, 2003                  By: /s/ John C. Anderson
Date                               John C. Anderson, President and Chief
                                   Financial Officer

                                  CERTIFICATION

I, John C. Anderson, Chief Executive Officer and Chief Financial Officer of
Procyon Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Procyon Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     (c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;




                                       -9-



5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     (a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    February 14, 2003

/s/ JOHN C. ANDERSON
--------------------
John C. Anderson
Chief Executive Officer and Chief Financial Officer