FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         [FEE REQUIRED]      For the fiscal year ended June 30, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         [NO FEE REQUIRED] for the transition period from _______ to _________

                         Commission file number 0-17449

                               PROCYON CORPORATION
             (Exact name of registrant as specified in its charter)

               Colorado                                      36-0732690
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification Number)

                        1150 Cleveland Street, Suite 410
                            Clearwater, Florida 34615
          (Address of principal executive offices, including Zip Code)

          Issuer's telephone number, including area code (813) 447-2998

           Securities registered pursuant to Section 12(b)of the Act:
                                      None

           Securities registered pursuant to section 12(g)of the Act:
                                  Common Stock

Check  whether  the  registrant  (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 such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes   X  No
          ----    ----
Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [ x ]

State Issuer's revenues for its most recent fiscal year: $308,668

As of September 1, 1996,  3,637,920 shares of the registrant's Common Stock were
outstanding  and the  aggregate  market  value  of the  287,920  shares  held by
non-affiliates  was  $-0-.  (Price  quotations  for the  Common  Stock  were not
published at any time during the 60 days prior to the filing of this report.)

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING
                           DURING THE PAST FIVE YEARS)


Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No X

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

Transitional Small Business Disclosure Format: Yes    No X


<PAGE>


                                      INDEX


               Title                                               Page
               -----                                               ----



ITEM   9    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION 16(a) OF THE EXCHANGE ACT OF
                THE REGISTRANT.....................................  3

ITEM 10    EXECUTIVE COMPENSATION..................................  4

ITEM 11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT...............................  5

ITEM 12    CERTAIN RELATIONSHIPS AND RELATED
               TRANSACTIONS........................................  5




<PAGE>

                                    PART III


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

         The directors  and executive  officers of the Company are listed below.
Directors hold office until the next annual meeting of shareholders  and until a
successor is elected and qualified, or until their prior resignation.  Executive
officers are elected by the Board of Directors to serve until their  resignation
or their earlier removal by the Board.

  Name and Address(1)          Age                    Position
  -------------------          ---                    --------
  John C. Anderson              53      President, Chief Executive and Financial
                                        Officer, and Director
  Chester L. Wallack            55      Director
  Fred W. Suggs, Jr.            50      Director
  Alan B. Crane                 46      Director


----------
     (1)  The  address  for  all  directors  is  1150  Cleveland  Street,  #410,
          Clearwater, Florida 54615.

     The  following  sets forth  certain  information  concerning  the Company's
officer and directors.

     John C. Anderson.  Mr. Anderson has served as a director of the Company and
also as its President and Chief Executive and Financial  Officer since November,
1994,  when he purchased a  controlling  interest in the  Company.  From 1989 to
1994, he served as President of Rush-In Mart, Inc., an import-export  firm doing
business  primarily in the former Soviet Union.  From 1978 to 1989, he served as
President of Stuffit Company,  Inc., a print and mail direct marketing firm with
over 300  employees  and  eleven  locations.  From  1970 to 1978,  he  served as
President  of Radius  International,  a firm  engaged  in retail  and  exporting
activities.  Mr.  Anderson  received a Bachelor  of Science  degree in  Business
Administration from Kansas State University.

     Chester L.  Wallack.  Mr.  Wallack  has served as a director of the Company
since June 1995. Mr. Wallack serves as Chief  Executive  Officer of Felton West,
Inc., a real estate development and construction company in Dover, Delaware. Mr.
Wallack is a retired  United States Air Force  officer  having served as a pilot
and in various management capacities. He graduated from the University of Kansas
with a B.S. in Industrial  Management and from Southern Illinois University with
an M.B.A. in Finance.

     Fred W. Suggs,  Jr. Mr. Suggs has served as a director of the Company since
June 1995. Mr. Suggs has been a practicing  attorney since 1975. He is a partner
in the Greenville,  South Carolina office of Ogletree,  Deakins,  Nash,  Smoak &
Stewart,  specializing  in labor and employment  law. He has been certified as a
specialist in labor and unemployment law by the South Carolina Supreme Court and
is a frequent  lecturer on labor and employment law issues.  Mr. Suggs graduated
from Kansas State  University with a B.S. degree and he received his J.D. degree
from the University of Alabama.

     Alan B. Crane. Mr. Crane has served as a director of the Company since June
1995.  Mr. Crane is a partner in Crane Farms,  a farming  partnership in Larned,
Kansas.  Mr.  Crane was  appointed by the governor of Kansas to the Kansas Water
Authority to oversee project expenditures.  He received a B.S. from Kansas State
University.

Key Employee

     Ronald  L.  Maddix.  Mr.  Maddix  has  served  as the  President  and Chief
Executive Officer of the Company's  wholly-owned  subsidiary,  Amerx Health Care
Corporation, since July 1996. From February 1995 to June 1996, Mr. Maddix served
as President of  SunStates  Medical  Products,  Inc., a  distributor  of medical
capital  equipment.  From July 1993 to February  1995, he served as President of
Granitec  Corporation,  a manufacturer of building materials.  From July 1992 to
July 1993, he served as President of Environmed  International,  Inc., a medical
products  company.  From  March  1987 to July 1992,  Mr.  Maddix  served as Vice
President of Marketing for a microsurgical laser manufacturer.


                                       -3-

<PAGE>

     To the Company's knowledge,  all reports which were required to be filed by
the Company's officers, directors and greater than ten percent beneficial owners
during the fiscal year ended June 30, 1996 have been filed.


ITEM 10. EXECUTIVE COMPENSATION.

     Summary  Compensation  Table. The following table sets forth the annual and
long-term  compensation  for services in all  capacities  to the Company for the
fiscal  years  ended  June  30,  1995 and 1996 of John C.  Anderson,  the  Chief
Executive  Officer of the Company  (the  "Named  Officer").  No other  executive
officer  received  total  annual  salary and bonus in excess of $100,000  during
fiscal 1996.  Mr.  Anderson  was not  employed by the Company  prior to the 1995
fiscal year.

<TABLE>
<CAPTION>
                                                                                         Long Term
                                                                                       Compensation
                                                                                           Awards
                                             Fiscal        Annual Compensation            Options            All Other
Name and Principal Position                   Year        Salary         Bonus            (Shares)         Compensation
---------------------------                  ------    ------------   -----------    -----------------     ------------
<S>                                            <C>       <C>           <C>             <C>                    <C>
John C. Anderson,                              1996      $144,000      $  -0-                  --            $  -0-
 President, Chief Executive and                1995     $  80,000      $  -0-                  --            $  -0-
 Financial Officer, and Director
</TABLE>

Board and Committee Attendance

     In fiscal year 1996, the Board of Directors held one meeting. Each director
attended the board meeting held during fiscal year 1996.

Stock Options

     The Company has an Incentive  Stock Option Plan pursuant to which 1,000,000
Common Shares are reserved for issuance.  The Plan, designed as an incentive for
key  employees,  provides that no option may be granted at an exercise  price of
less than the fair market value of the Common  Shares of the Company on the date
of grant. No options have been granted to date under this plan.

     Common Stock not outstanding but deemed to be beneficially  owned by virtue
of the right of an  individual  to acquire  shares within 60 days are treated as
outstanding  only when  determining  the amount and  percentage  of Common Stock
owned by such individual.  The address for each person is 1150 Cleveland Street,
Suite 410, Clearwater, Florida 34615.


                                       -4-

<PAGE>




ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     As of October 1, 1996,  the Company had a total of 3,637,920  Common Shares
issued and outstanding.  The following tabulates holders of Common Shares of the
Company by each person who, at November 15, 1995,  held of record or is known by
management of the Company to own beneficially  more than 5% of the Common Shares
of the Company  and, in addition,  by all officers and  directors of the Company
individually  and as a group. 

                                                                    Percentage
                                                                     of Class
Name and Address                          Shares Owned                 Owned
----------------                          ------------              ----------

John C. Anderson(1)(3)..................   3,386,000                    92%

Chester L. Wallack(2)(3)................      60,000                     2% 

Fred W. Suggs(2)(3).....................     100,000                     3%

Alan B. Crane(2)(3).....................      86,000                     2%

All directors and officers 
as a  group(four person)................   3,632,000                    93%


--------
     *    Less than 1%
     (1)  Officer and Director.
     (2)  Director.
     (3)  Consists of 36,000,  60,000,  100,000  and 86,000  shares of  Series A
          Preferred Stock owned by Messrs.  Anderson,  Wallack,  Suggs and Crane
          respectively,  which  Preferred  Stock  is  convertible  into an equal
          number  of  shares of Common  Stock of the  Company.  Such  conversion
          occurs  (i) at  the  option  of the  holder,  or  (ii)  automatically,
          effective as of the close of a public offering of Common Stock if such
          public   offering   satisfies   certain   size  and  price  per  share
          requirements.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On January 31, 1996,  The Company  entered  into an  Agreement  and Plan of
Exchange (the  "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater,  Florida  ("Amerx").  The Agreement  provided that the Company would
acquire  Amerx  through  a  share  exchange  in  which  all  of the  issued  and
outstanding  common stock of Amerx would be  exchanged  for a total of 3,000,000
(post-split)  shares  of  Common  Stock of the  Company  (the  "Exchange").  The
Agreement  provided  that as a condition  to the  Exchange,  the  Company  would
complete a five for one reverse  split of its issued and  outstanding  shares of
Common Stock. The reverse stock split was approved by the Company's shareholders
on April 15, 1996.  The reverse stock split became  effective on May 8, 1996 and
the Exchange was completed as of May 9, 1996.  Prior to the Exchange,  Amerx was
wholly-owned by John C. Anderson.

     During fiscal 1995, Mr. Anderson advanced $348,363 to the Company which was
used to fund  operations  and an  investment in a  certificate  of deposit.  The
certificate  of deposit  was  pledged to  guaranty a letter of credit  which was
obtained  by  the  Company  in  order  to  finance  certain  proposed  inventory
purchases.  The anticipated inventory purchases were not made, and the letter of
credit was not used.  Effective July 1, 1995, Mr. Anderson converted $117,500 of
the advance  plus accrued  interest of $15,500  into paid in capital,  which was
accounted for as part of the Exchange. The remainder of the advances were repaid
during fiscal 1996 following liquidation of the certificate of deposit.

     At June 30, 1996, the Company had issued a total of 1,355,000 shares of its
Preferred  Stock  to  certain  private  investors.   The  Company's   directors,
consisting of Messrs. Anderson, Wallack, Suggs and Crane, have purchased a total
of 297,000 shares of Preferred Stock at a price of $1 per share.  Such purchases
were made on terms and conditions  which were identical to the purchases made by
all other private investors.




                                       -5-

<PAGE>
                                   SIGNATURES

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

                               PROCYON CORPORATION


                               By:   /s/ John C. Anderson
                                     -------------------------------------------
                               John C. Anderson, President and acting Principal
                               Executive, Financial and Accounting Officer

Date:    October 28, 1996

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

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


                             President and Acting
                             Principal Executive, 
  /s/ John C. Anderson       Financial and Accounting        October 28, 1996
--------------------------   Officer
John C. Anderson


  /s/ Chester L. Wallack     Director                        October 28, 1996
--------------------------
Chester L. Wallack


  /s/ Fred W. Suggs, Jr.     Director                        October 28, 1996
--------------------------
Fred W. Suggs, Jr.


  /s/ Alan B. Crane          Director                        October 28, 1996
--------------------------
Alan B. Crane