UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023

For the fiscal year ended June 30, 2022

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

		Commission file number 0-17449

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 0-17449

PROCYON CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	59-3280822
(State of incorporation)	(I.R.S. Employer ID No.)

164 Douglas Rd, Oldsmar, Florida 34677

(Address of principal executive offices)(Zip Code)

Issuer’s telephone number, including area code: (727) 447-2998

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ~~registered~~Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Act:. ~~Common~~☐ ~~Stock~~Yes ☒ No

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by checkmark 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☐ Non-accelerated filer	☒ Smaller reporting company
		☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepare or issued its audit report. ☐

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the ~~Exchange~~correction ~~Act).~~of ~~Yes~~an ☐error Noto ☒previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

The aggregate market value of the 3,916,652 shares of Common Stock held by non-affiliates was $1,~~370~~135,~~828~~829 on September 197, ~~2022~~2023, the date of the last sale of common stock, based on the average bid and asked price of $.3529 on such date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of September 19, ~~2022~~2023, there were 8,087,388 shares of the issuers Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

INDEX

	Title	Page
ITEM 1.	BUSINESS	3
ITEM 2.	PROPERTIES	7
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	910
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
ITEM 9A.	CONTROLS AND PROCEDURES	16
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1817
ITEM 11.	EXECUTIVE COMPENSATION	21
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS	25
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	25
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	26
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	2726

PART I

ITEM 1. BUSINESS

History and Organization

Procyon Corporation ("Procyon" or the "Company") consolidates the operations of Procyon with AMERX® Health Care Corporation("AMERX") and Sirius Medical Supply, Inc. ("Sirius"), its wholly-owned subsidiaries, for financial purposes. Collectively throughout this report, Procyon, Amerx and Sirius may be referred to as the "Company," "us," or "we" or "our."

Procyon, a Colorado corporation, was incorporated on March 19, 1987, and was deemed a development stage company until May 1996, when we acquired Amerx, a corporation based in Clearwater, Florida, which was wholly owned by John C. Anderson, our deceased Chief Executive Officer. AMERX® develops and markets proprietary medical products used in the treatment of pressure ulcers, stasis ulcers, wounds, dermatitis, inflammation and other skin problems. Historically, AMERX's products are sold through distributors to healthcare institutions including hospitals, wound care clinics, nursing homes and home health care agencies and to retailers including national and regional chain stores and pharmacies and to healthcare practitioners who treat wounds. Sirius no longer has any material operations.

Products

Major product lines - AMERX®, AMERIGEL® , HELIX3 Bioactive Collagen®, EXTREMIT-EASE® Compression Garment and Advantagen® Surgical Collagen.

AMERX markets a proprietary line of AMERIGEL® advanced skin and wound care products made with Oakin®, proven to promote healing in wound and problematic skin conditions, including AMERIGEL Hydrogel Wound Dressing, AMERIGEL Post Op Surgical Kits, AMERIGEL Saline Wound Wash, AMERIGEL Care Lotion, and AMERIGEL Barrier Lotion. These products have become the core foundation for AMERX's growth.

In the second half of fiscal 2015, AMERX expanded its product brands by introducing HELIX3 Bioactive Collagen. HELIX3 is available in Collagen Powder (HELIX3 CP) and Collagen Matrix (HELIX3 CM); developed to address market segments previously unavailable to AMERX. In 2022, HELIX3 Collagen Gel was added to expand this line of products.

In fiscal 2016, AMERX continued its brand expansion by introducing the AMERX wound care product line. The line consists of: AMERX Calcium Alginate Dressing, AMERX Foam Dressing, AMERX Gauze Dressing, AMERX Hyrdocolloid Dressing, and AMERX Wound Care Kits, including AMERX Calcium Alginate Wound Care Kit, AMERX Collagen Matrix Wound Care Kit, AMERX Collagen Powder Wound Care Kit, AMERX Foam Wound Care Kit and AMERX Hydrogel Wound Care Kit.

In fiscal 2017, AMERX expanded its product line to include a new segment of the wound care market by introducing the EXTREMIT-EASE Compression Garment line. Extremit-Ease received a patent in June of 2022. These new products have demonstrated early success and product expansion has made it possible for AMERX to provide treatments outside its historical niche.

In fiscal 2021, AMERX introduced AMERIGEL Hand Sanitizer, a premium product containing 70% alcohol to be effective against germs and moisturizers to keep the skin from drying out from heavy use.

In fiscal 2022, AMERX expanded its product line with the introduction of Advantagen, a surgical collagen powder that promotes wound closure and decreases the potential for surgical site infection. AMERX also introduced AMERX Rolled Gauze Wound Care Kits. These kits provide alternative dressing options for patients when traditional bandage applications are problematic. AMERX also updated its AMERX Dressing product line, including Calcium Alginate, Foam and Gauze Dressings; used in the treatment of wounds. AMERX also added Retention tape to this product line furthering the Companies breadth of wound care product.

~~AMERX~~In ~~looks to introduce more new products in~~ fiscal 2023~~. AMERX wound care products sold under the brand names AMERIGEL~~, ~~HELIX3,~~ AMERX ~~and~~expanded ~~EXTREMIT-EASE~~it ~~have~~product ~~received~~line ~~approval~~with ~~for Medicare reimbursement, assigned by~~ the ~~Pricing,~~introduction ~~Data~~of ~~Analysis~~Helix ~~and~~Collagen ~~Coding contractor for Medicare and Medicaid ("PDAC")~~Gel. WeHelix ~~believe~~Collagen ~~this~~Gel ~~reimbursement~~addresses ~~code~~wounds isthat ~~beneficial~~are todry ~~AMERX's business, allowing customers on Medicare~~ to ~~seek~~moderate ~~coverage~~in ~~for use of these products~~drainage.

AMERX ~~spent~~wound ~~approximately~~care ~~$30~~products sold under the brand names AMERIGEL,~~000~~ ~~towards~~HELIX3, ~~research~~AMERX and ~~development~~EXTREMIT-EASE ~~efforts~~have ~~over~~received approval for Medicare reimbursement, assigned by the ~~past~~Pricing, ~~fiscal~~Data ~~year~~Analysis and Coding contractor for Medicare and Medicaid ("PDAC"). ~~These~~We ~~efforts~~believe ~~were~~this ~~directed~~reimbursement ~~towards~~code ~~new~~is beneficial to AMERX's business, allowing customers on Medicare to seek coverage for use of these products. AMERX will continue to evaluate product ~~offerings~~line expansion in fiscal 2024.

~~The AMERIGEL product line with OAKIN is based on proprietary formulations which are protected as trade secret information and with registered trademarks.~~ AMERX ~~filed~~spent ~~for~~approximately ~~patent protection on the Extremit-Ease Compression Garment in 2017. The patent was approved in June 2022. HELIX3~~$30,600 ~~HELIX3~~towards ~~CP,~~research ~~HELIX3 CM~~ and ~~HELIX3~~development ~~Bioactive~~efforts ~~Collagen,~~over ~~OAKIN~~the ~~and~~past ~~EXTREMIT-EASE~~fiscal ~~are registered trademarks of AMERX Health Care~~year. ~~All~~These ~~products~~efforts ~~are~~were ~~registered~~directed ~~with~~towards ~~the~~new ~~Food~~product ~~and Drug Administration ("FDA")~~offerings.

~~AMERX~~The AMERIGEL product ~~lines~~line ~~continue~~with toOAKIN ~~gain~~is ~~acceptance~~based ~~within~~on ~~the~~proprietary ~~health~~formulations ~~care~~which ~~community.~~are ~~AMERX~~protected ~~owns~~as ~~and~~trade ~~operates~~secret ~~four~~information ~~different~~and ~~websites~~with registered trademarks. ~~The~~AMERX ~~sites~~filed ~~can~~for bepatent ~~viewed~~protection aton ~~www.amerigel.com,~~the ~~www.amerxhc.com,~~Extremit-Ease ~~www.extremitease.com~~Compression ~~and~~Garment ~~www~~in 2017.~~amerxstore.com.~~ ~~These~~The ~~websites~~patent ~~provide~~was ~~viewer-focused~~approved ~~information~~in ~~about~~June ~~AMERX's~~2022. ~~products~~HELIX3, toHELIX3 ~~consumers~~CP, ~~(amerigel.com~~HELIX3 CM and ~~extremitease.com)~~HELIX3 Bioactive Collagen, OAKIN and ~~health~~EXTREMIT-EASE ~~care~~are ~~providers~~registered ~~(amerxhc.com).~~trademarks ~~Amerxstore.com,~~of ~~amerigel.com~~AMERX ~~and~~Health ~~extremitease~~Care.~~com~~ All products are ~~equipped~~registered towith ~~handle~~the ~~direct~~Food ~~sales~~and toDrug ~~the~~Administration ~~public~~("FDA").

~~Market~~AMERX ~~for~~product ~~Products~~lines continue to gain acceptance within the health care community. AMERX owns and operates four different websites. The sites can be viewed at www.amerigel.com, www.amerxhc.com, www.extremitease.com and www.amerxstore.com. These websites provide viewer-focused information about AMERX's products to consumers (amerigel.com and extremitease.com) and health care providers (amerxhc.com). Amerxstore.com, amerigel.com and extremitease.com are equipped to handle direct sales to the public.

WeMarket have expanded our product line over the years to address a broader range of wound applications. Our core AMERIGEL product line containing Oakin® established our presence in the physician market to address skin and wound care treatment needs. HELIX3 Bioactive Collagen was added to our product line in fiscal 2015 and AMERX Kits, dressings and bandages in fiscal 2016 to address the broader wound care market needs for an increasing number of people with diabetes and obesity. This market is primarily comprised of hospitals, wound care centers, nursing homes, home health care agencies and health care practioners. The EXTREMIT-EASE® Compression Garment, introduced in 2017, enables AMERX Health Care to compete in the global compression therapy market, a multi-billion market that is projected to escalate as a result of aging populations, rising prevalence of diabetes, lymphatic diseases, cancer surgeries, venous diseases and sports injuries. In fiscal 2019, the Company continued expanding its sales channel designed to reduce inventory costs while increasing access to AMERX full line of products, through existing markets. Amerx grew its Wound Care product line with the addition of Retention Tape, additional Bordered Foam sizes and additional sizes of Calcium Alginate products. The HELIX Collagen line grew with the addition of a 1" x 1", 4" x 4" and 7" x 7" Matrix pad. In fiscal 2021, AMERX added a 1" x 6" and 1" x 10" matrix pad to HELIX Collagen lline. In fiscal 2020, AMERX's Extremit-Ease Compression Garment line expanded with the introduction of a Tan version of the garment and matching liner. Extremit-Ease continues to gain momentum in the wound care, edema and lymphedema markets with plans to further expand the line. In fiscal 2021, AMERX introduced AMERIGEL Hand Sanitizer, a premium product containing 70% alcohol to be effective against germs and moisturizers to keep the skin from drying out from heavy use. In fiscal 2022, AMERIGEL expanded its Collagen line with the introduction of Advantagen®, to bring its line of products into hospital and surgery center settings. AMERX also repackaged its AMERX Dressing product line, including Calcium Alginate, Foam and Gauze Dressings; and added Retention Tape as a secondary dressing option.Products

We have expanded our product line over the years to address a broader range of wound applications. Our core AMERIGEL product line containing Oakin® established our presence in the physician market to address skin and wound care treatment needs. HELIX3 Bioactive Collagen was added to our product line in fiscal 2015 and AMERX Kits, dressings and bandages in fiscal 2016 to address the broader wound care market needs for an increasing number of people with diabetes and obesity. This market is primarily comprised of hospitals, wound care centers, nursing homes, home health care agencies and health care practioners. The EXTREMIT-EASE® Compression Garment, introduced in 2017, enables AMERX Health Care to compete in the global compression therapy market, a multi-billion market that is projected to escalate as a result of aging populations, rising prevalence of diabetes, lymphatic diseases, cancer surgeries, venous diseases and sports injuries. In fiscal 2019, the Company continued expanding its sales channel designed to reduce inventory costs while increasing access to AMERX full line of products, through existing markets. Amerx grew its Wound Care product line with the addition of Retention Tape, additional Bordered Foam sizes and additional sizes of Calcium Alginate products. The HELIX Collagen line grew with the addition of a 1" x 1", 4 " x 4" and 7" x 7" Matrix pad. In fiscal 2021, AMERX added a 1" x 6" and 1" x 10" matrix pad to HELIX Collagen lline. In fiscal 2020, AMERX's Extremit-Ease Compression Garment line expanded with the introduction of a Tan version of the garment and matching liner. Extremit-Ease continues to gain momentum in the wound care, edema and lymphedema markets with plans to further expand the line. In fiscal 2021, AMERX introduced AMERIGEL Hand Sanitizer, a premium product containing 70% alcohol to be effective against germs and moisturizers to keep the skin from drying out from heavy use. In fiscal 2022, AMERX expanded its Collagen line with the introduction of Advantagen®, to bring its line of products into hospital and surgery center settings. AMERX also repackaged its AMERX Dressing product line, including Calcium Alginate, Foam and Gauze Dressings; and added Retention Tape as a secondary dressing option.

We believe AMERX Health Care's products offer quality, efficacious treatment options for acute and chronic wounds, ulcers and recurring skin conditions, and therapy options for edema most often treated by health care professionals. The retail market for AMERX products is comprised of national and regional chain stores, independent retail pharmacies and medical supply stores.4

~~Distribution~~We believe AMERX Health Care's products offer quality, efficacious treatment options for acute and ~~Sales~~chronic wounds, ulcers and recurring skin conditions, and therapy options for edema most often treated by health care professionals. The retail market for AMERX products is comprised of national and regional chain stores, independent retail pharmacies and medical supply stores.

~~AMERX's~~Distribution ~~traditional method of distribution has been through retail~~ and institutional distributors. We expect to continue increasing our distributor base, particularly with distributors capable of introducing AMERX's products in new medical specialty markets, in new geographical areas and to new retail chains. Distributors typically purchase products from AMERX on standard credit terms (2%10, Net 30). AMERX supports its distributors through product literature, advertising and participation at industry trade shows. All existing distributors sell AMERX products on a non-exclusive basis. Amerx showed significant growth in its internet channel of sales, which includes all or their products, excluding kits (exclusive to the professional market).Sales

AMERX's traditional method of distribution has been through retail and institutional distributors. We ~~periodically~~expect ~~receive~~to ~~inquiries~~continue ~~about~~increasing ~~international~~our ~~market~~distributor ~~distribution~~base, ~~for~~particularly ~~the~~with ~~AMERIGEL~~distributors ~~product~~capable ~~line.~~of ~~These~~introducing ~~inquiries~~AMERX's ~~have~~products ~~been~~in ~~generated~~new bymedical ~~our~~specialty ~~advertising~~markets, ~~market~~in ~~presence~~new geographical areas and ~~web~~to ~~sites~~new ~~(www~~retail chains.~~amerxhc.com~~ Distributors typically purchase products from AMERX on standard credit terms (2%10, ~~www~~Net 30).~~amerigel.com~~ AMERX supports its distributors through product literature, advertising and ~~www~~participation at industry trade shows.~~extremitease~~ All existing distributors sell AMERX products on a non-exclusive basis.~~com).~~ WeAmerx ~~respond~~continues to ~~and~~show ~~pursue~~significant growth in its internet channel of sales, which includes all ~~such~~or ~~inquiries~~their products, ~~while~~excluding ~~complying~~kits ~~with~~(exclusive ~~applicable~~to ~~international~~the ~~regulatory~~professional ~~guidelines~~market).

InWe ~~fiscal~~periodically ~~2022,~~receive ~~AMERX~~inquiries ~~generated~~about ~~all~~international ofmarket distribution for the AMERIGEL product line. These inquiries have been generated by our ~~net~~advertising, ~~sales~~market ofpresence ~~approximately~~and $4web sites (www.amerxhc.com,~~842~~ www.amerigel.com and www.extremitease.com). We respond to and pursue all such inquiries,~~000~~ while complying with applicable international regulatory guidelines.

~~Significant~~In ~~Customer(s)~~fiscal 2023, AMERX generated all of our net sales of approximately $4,687,000.

~~During~~Significant ~~the year ended June 30, 2022 sales from one customer accounted for approximately more than 10% of AMERX’~~Customer(s ~~sales. In fiscal 2021 one customer accounted for more than 10% of AMERX’s sales.~~)

~~Manufacturing~~During the year ended June 30, 2023 sales from one customer accounted for approximately more than 10% of AMERX’s sales. In fiscal 2022 one customer accounted for more than 10% of AMERX’s sales.

During fiscal 2022, the majority of manufacturing of AMERX's products was completed by non-affiliated manufacturing facilities. AMERX has written contracts with its manufacturers (and there are no minimum purchase requirements). The agreements / arrangements made with multiple manufacturers reduces the potential risk associated with relying on a single manufacturer. AMERX believes there are additional companies that could manufacture AMERX products according to specifications, if necessary.Manufacturing

~~AMERX's~~During ~~manufacturing~~fiscal ~~and~~2023, ~~packaging~~the ~~activities~~majority ~~are~~of ~~performed~~manufacturing ~~pursuant~~of toAMERX's ~~Current~~products ~~Good~~was ~~Manufacturing~~completed ~~Practices~~by ~~("CGMP")~~non-affiliated asmanufacturing ~~defined~~facilities. ~~under~~AMERX ~~the~~has ~~United~~written ~~States~~contracts ~~Federal~~with ~~Food,~~its ~~Drug~~manufacturers (and ~~Cosmetic~~there ~~Act,~~are asno ~~amended~~minimum ~~(the~~purchase ~~"FFDC Act"~~requirements). ~~and~~The ~~the~~agreements ~~regulations~~/ ~~promulgated~~arrangements ~~under~~made ~~the~~with ~~FFDC~~multiple ~~Act.~~manufacturers ~~All~~reduces ~~manufacturing~~the ~~activities~~potential ~~are~~risk ~~required~~associated towith ~~comply~~relying ~~with~~on ~~the~~a ~~product~~single ~~specifications,~~manufacturer. ~~supplies~~AMERX ~~and~~believes ~~test~~there ~~methods~~are ~~developed~~additional bycompanies ~~AMERX~~that ~~specifically~~could ~~for~~manufacture ~~its~~AMERX products, asaccording ~~well~~to asspecifications, ~~the~~if ~~CGMP~~necessary.

AAMERX's ~~single~~manufacturing ~~source~~and ~~currently~~packaging ~~furnishes~~activities aare ~~proprietary~~performed ~~ingredient~~pursuant ~~contained~~to inCurrent ~~the~~Good ~~AMERIGEL~~Manufacturing ~~products.~~Practices ~~AMERX~~("CGMP") ~~does~~as ~~not~~defined ~~have~~under athe ~~written~~United ~~contract~~States ~~with~~Federal ~~this supplier; however~~Food, ~~management~~Drug ~~believes~~and ~~that,~~Cosmetic ~~if necessary~~Act, anas ~~alternative~~amended ~~supplier~~(the ~~could~~"FFDC beAct") ~~secured~~and ~~within~~the aregulations ~~reasonable~~promulgated ~~period~~under ofthe ~~time~~FFDC Act. ~~The~~All ~~manufacturer~~manufacturing ~~generally~~activities ~~provides other raw materials and ingredients and we believe there~~ are ~~numerous~~required ~~other~~to ~~sources~~comply ~~for~~with ~~these~~the ~~materials~~product ~~and ingredients. However~~specifications, ~~there~~supplies ~~can~~and betest nomethods ~~assurance~~developed ~~that~~by AMERX ~~would~~specifically befor ~~able~~its toproducts, ~~timely~~as ~~secure~~well anas ~~alternative supplier and~~ the ~~failure to replace this supplier in a timely manner could materially harm AMERX's results of operations~~CGMP.

5 A single source currently furnishes a proprietary ingredient contained in the AMERIGEL products. AMERX does not have a written contract with this supplier; however, management believes that, if necessary, an alternative supplier could be secured within a reasonable period of time. The manufacturer generally provides other raw materials and ingredients and we believe there are numerous other sources for these materials and ingredients. However, there can be no assurance that AMERX would be able to timely secure an alternative supplier and the failure to replace this supplier in a timely manner could materially harm AMERX's results of operations.

~~Proprietary Rights~~5

~~The~~Proprietary United States Patent and Trademark Office registered the Company's AMERIGEL trademark in January 1999. OAKIN, the principal proprietary ingredient used in AMERIGEL products, became a registered trademark in 2007. In fiscal 2016, AMERX received registered trademarks for the OAKIN logo, HELIX3, HELIX3 CM, HELIX3 CP and the HELIX3 logo. In fiscal 2017, AMERX received registered trademark approval for the EXTREMIT-EASE Compression Garment name, logo and mark "WHERE COMPRESSION MEETS COMPLIANCE". All registered trademarks have been periodically renewed, when required, and are currently in effect. In 2017 AMERX Health Care filed a patent application related to our EXTREMIT-EASE compression product, this patent was approved in June 2022. AMERX relies on a combination of trademarks, patents, trade secret protection and confidentiality agreements to establish and protect its proprietary rights.Rights

~~Competition~~The United States Patent and Trademark Office registered the Company's AMERIGEL trademark in January 1999. OAKIN, the principal proprietary ingredient used in AMERIGEL products, became a registered trademark in 2007. In fiscal 2016, AMERX received registered trademarks for the OAKIN logo, HELIX3, HELIX3 CM, HELIX3 CP and the HELIX3 logo. In fiscal 2017, AMERX received registered trademark approval for the EXTREMIT-EASE Compression Garment name, logo and mark "WHERE COMPRESSION MEETS COMPLIANCE". All registered trademarks have been periodically renewed, when required, and are currently in effect. In 2017 AMERX Health Care filed a patent application related to our EXTREMIT-EASE compression product, this patent was approved in June 2022. In fiscal 2023, AMERX received registered trademark approval for the ADVANTAGEN logo. AMERX relies on a combination of trademarks, patents, trade secret protection and confidentiality agreements to establish and protect its proprietary rights.

~~The market for skin and wound care treatment products in which AMERX operates is highly competitive.~~ Competition is based on product efficacy, brand recognition, loyalty, quality, price and availability of shelf space in the retail market. AMERX competes against several well-capitalized companies offering a range of skin treatment products as well as small competitors having a limited number of products. AMERX has successfully established its products efficacy and value within specialized health care markets and expects to continue to expand this marketplace.

~~Order~~The ~~Placement~~market for skin and ~~Backlog~~wound care treatment products in which AMERX operates is highly competitive. Competition is based on product efficacy, brand recognition, loyalty, quality, price and availability of shelf space in the retail market. AMERX competes against several well-capitalized companies offering a range of skin treatment products as well as small competitors having a limited number of products. AMERX has successfully established its products efficacy and value within specialized health care markets and expects to continue to expand this marketplace.

~~There~~Order ~~were~~Placement ~~no back orders as of June 30, 2022~~ and ~~June 30, 2021, respectively.~~Backlog

~~Governmental~~There ~~Approvals~~were no back orders as of June 30, 2023 and ~~Regulations~~June 30, 2022, respectively.

~~The~~Governmental ~~production~~Approvals and marketing of our products are subject to regulation for safety, efficacy and quality by numerous governmental authorities in the United States. AMERX's advertising and sales practices are subject to regulation by the Federal Trade Commission (the "FTC"), the FDA and state agencies. The FFDC Act, as amended, the regulations promulgated thereunder, and other federal and state statutes and regulations govern, among other things, the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion of AMERX's products. The FDA regulates the contents, labeling and advertising of AMERX's products. AMERX may be required to obtain FDA approval for proposed nonprescription products. This procedure involves extensive clinical research, and separate FDA approvals are required at various stages of product development. The approval process requires, among other things, presentation of substantial evidence to the FDA, based on clinical studies, as to the safety and efficacy of the proposed product. After approval, manufacturers must continue to expend time, money and effort in production and quality control to assure continual compliance with the Current Good Manufacturing Practices (CGMP) regulations.Regulations

WeThe ~~believe~~production ~~that,~~and asmarketing of ~~June~~our ~~30,~~products ~~2022~~are subject to regulation for safety, weefficacy ~~are~~and quality by numerous governmental authorities in ~~compliance~~the ~~with~~United ~~all~~States. ~~applicable~~AMERX's ~~laws~~advertising and ~~regulations~~sales ~~relating~~practices are subject to ~~our~~regulation ~~operations~~by inthe ~~all~~Federal ~~material~~Trade ~~respects.~~Commission ~~Compliance~~(the ~~with~~"FTC"), the ~~various~~FDA ~~provisions~~and ofstate ~~national~~agencies. The FFDC Act, ~~state~~as amended, the regulations promulgated thereunder, and ~~local~~other ~~laws~~federal and ~~regulations~~state ~~has~~statutes ~~had~~and aregulations ~~material~~govern, ~~adverse~~among ~~effect~~other ~~upon~~things, the ~~capital~~testing, ~~expenditures~~manufacture, ~~earnings~~safety, ~~financial~~effectiveness, ~~position~~labeling, ~~liquidity~~storage, ~~and~~record ~~competitive~~keeping, ~~position~~approval, advertising and promotion of ~~the~~AMERX's ~~Company~~products. WeThe ~~have~~FDA ~~incurred~~regulates the contents, labeling and ~~will~~advertising ~~continue~~of AMERX's products. AMERX may be required to ~~incur~~obtain ~~costs~~FDA inapproval ~~order~~for proposed nonprescription products. This procedure involves extensive clinical research, and separate FDA approvals are required at various stages of product development. The approval process requires, among other things, presentation of substantial evidence to ~~remain~~the ~~compliant~~FDA, ~~with~~based ~~applicable~~on ~~securities~~clinical ~~laws~~studies, as to the safety and ~~regulations~~efficacy of the Uproposed product.S. ~~Securities~~After approval, manufacturers must continue to expend time, money and ~~Exchange~~effort ~~Commission~~in ~~(“SEC”)~~production and quality control to assure continual compliance with the ~~FDA~~Current Good Manufacturing Practices (CGMP) regulations.

6 We believe that, as of June 30, 2023, we are in compliance with all applicable laws and regulations relating to our operations in all material respects. Compliance with the various provisions of national, state and local laws and regulations has had a material adverse effect upon the capital expenditures, earnings, financial position, liquidity and competitive position of the Company. We have incurred and will continue to incur costs in order to remain compliant with applicable securities laws and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the FDA.

~~Employees~~6

As of September 1, 2022, the Company and its subsidiary employ a total of 19 full time employees, consisting of 7 management employees, 4 sales-related employees and 8 administrative employees. One employee works under Procyon and eighteen employees work under the AMERX subsidiary.Employees

~~ITEM~~As of September 1, 2023, the Company and its subsidiary employ a total of 17 full time employees and 1 part time employee, consisting of 8 management employees, 2 sales-related employees and 8 administrative employees. ~~PROPERTIES~~One employee works under Procyon and seventeen employees work under the AMERX subsidiary.

WeITEM ~~currently maintain our corporate office, and those of AMERX and Sirius, at 164 Douglas Road East, Suite 164, Oldsmar, Florida 34677~~2. ~~Our office consists of approximately 18,000 square feet of space. We are leasing the building for the next five years as of January 2021.~~PROPERTIES

OnWe ~~May~~currently ~~29,~~maintain ~~2015~~our ~~the~~corporate ~~Company entered into a lease agreement to lease 3~~office,~~200~~ ~~square~~and ~~feet~~those of ~~warehouse~~AMERX ~~space~~and ~~in Clearwater~~Sirius, ~~FL.~~at ~~The~~164 ~~lease~~Douglas ~~was~~Road ~~a sixty-three month lease starting July 1~~East, ~~2015~~Suite ~~and ending September 30~~164, ~~2020. This lease was amended on February 1~~Oldsmar, ~~2018~~Florida to34677. ~~increase~~Our ~~the~~office ~~square~~consists ~~footage~~ of ~~the~~approximately ~~new premises to 4~~18,~~892~~000 square feet ~~and~~of ~~the lease term to April 2021~~space. ~~The~~We ~~amended~~have ~~lease~~entered ~~payments~~into ~~begin~~a atfive ~~$2,752 per month (plus applicable sales tax) and increase 3% per~~ year ~~starting May 2019 and May 2020, respectively. This~~ lease ~~expired~~which ~~and~~commenced ~~we moved to our new offices~~ in ~~lieu~~January ~~of renewing this lease~~2021.

On ~~January~~May 1329, ~~2021~~2015 the Company entered into a lease agreement to lease 183,~~000~~200 square feet of warehouse space in Clearwater, FL. The lease iswas ~~is for~~ a ~~five~~sixty-three ~~year~~month ~~term~~lease starting ~~May~~July 1, ~~2021~~2015 and ending ~~April~~September 30, ~~2026~~2020. This lease was amended on February 1, 2018 to increase the square footage of the new premises to 4,892 square feet and the lease term to April 2021. The amended lease ~~payment~~payments ~~begins~~begin at $142,~~165~~752 per month ~~and~~(plus ~~will~~applicable sales tax) and increase ~~annually~~3% ~~based~~per onyear ~~the~~starting ~~Consumer~~May ~~Price~~2019 ~~Index~~and May 2020, respectively. This lease expired and ~~will~~we bemoved noto ~~less~~our ~~then~~new 2%offices orin ~~exceed~~lieu 5%of ~~per~~renewing ~~year~~this lease.

~~ITEM~~On 3January 13, 2021 the Company entered into a lease agreement to lease 18,000 square feet of warehouse space in Clearwater, FL. ~~LEGAL~~The ~~PROCEEDINGS~~lease is is for a five year term starting May 1, 2021 and ending April 30, 2026. The lease payment begins at $14,165 per month and will increase annually based on the Consumer Price Index, and will be no less then 2% or exceed 5% per year.

~~The~~ITEM ~~Company~~3. ~~and~~LEGAL ~~its subsidiaries are not a party to any pending material legal proceedings nor is our property the subject of a pending legal proceeding.~~PROCEEDINGS

~~PART~~The IICompany and its subsidiaries are not a party to any pending material legal proceedings nor is our property the subject of a pending legal proceeding.

~~ITEM~~PART ~~5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES.~~II

~~The~~ITEM ~~Company’s Common Stock is quoted on the OTCQB electronic quotations system run by OTC Markets Group, Inc~~5. ~~Any~~MARKET ~~over-the-counter~~FOR ~~market~~COMMON ~~quotations reflect inter-dealer prices~~EQUITY, ~~without~~RELATED ~~retail~~STOCKHOLDER ~~mark-up,~~MATTERS ~~mark~~AND ~~down~~PURCHASES orOF ~~commission~~EQUITY ~~and may not necessarily represent actual transactions~~SECURITIES.

AsThe ofCompany’s ~~September~~Common 23Stock is quoted on the OTCQB electronic quotations system run by OTC Markets Group, ~~2022~~Inc. Any over-the-counter market quotations reflect inter-dealer prices, ~~there~~without ~~were~~retail ~~approximately~~mark-up, ~~110~~mark ~~record~~down ~~holders~~or ofcommission ~~the~~and ~~Company’s~~may ~~Common~~not ~~Stock~~necessarily represent actual transactions.

~~Holders~~As of ~~Common~~September ~~Stock~~23, ~~are~~2023, ~~entitled~~there towere ~~receive~~approximately ~~such~~110 ~~dividends~~record ifholders ~~declared~~of by the Company’s ~~Board of Directors. We have not declared any dividends on our~~ Common Stock ~~and have no current plans to declare a dividend in the immediate future~~.

7 Holders of Common Stock are entitled to receive such dividends if declared by the Company’s Board of Directors. We have not declared any dividends on our Common Stock and have no current plans to declare a dividend in the immediate future.

Holders of the Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) are entitled to receive, if declared by the Board of Directors, quarterly dividends at an annual rate of $.10 per share. Dividends accrue without interest, from the date of issuance, and are payable in arrears in cash or common stock, when and if declared by the Board of Directors. No dividends had been declared or paid at June 30, ~~2022~~2023, and dividends, if ever declared, in arrears at such date total $~~421~~437,~~226~~936.

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, every holder of preferred stock is entitled to that number of votes equal to the number of shares of common stock into which the preferred stock is convertible. 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. No shares were converted during fiscal 2021 or 2022. So long as any shares of Series A Preferred Stock are outstanding, the Company is prohibited from declaring dividends or other distributions related to its Common Stock or purchasing, redeeming or otherwise acquiring any of the Common Stock.7

~~There~~Holders ~~have~~of ~~been price fluctuations in~~ the ~~Company’s~~Preferred ~~Common~~ Stock ~~during~~have the ~~period~~right ~~covered~~to byconvert ~~this~~their ~~report.~~shares ~~Factors~~of ~~that~~Preferred ~~may~~Stock ~~have~~into ~~caused~~an orequal ~~can~~number ~~cause~~of ~~market~~shares ~~prices~~of toCommon ~~fluctuate~~Stock ~~include~~of the ~~number~~Company. ofIn ~~shares~~addition, ~~available~~every inholder ~~the~~of ~~public~~preferred ~~float,~~stock ~~any~~is ~~purchase~~entitled orto ~~sale~~that number of avotes ~~significant~~equal to the number of shares ~~during~~of acommon ~~relatively~~stock ~~short~~into ~~time~~which ~~period,~~the ~~quarterly~~preferred ~~fluctuations~~stock inis ~~results~~convertible. ofSuch ~~operations,~~preferred ~~issuance~~shares ofwill ~~additional~~automatically ~~securities,~~convert ~~entrance~~into one share of ~~such~~Common ~~securities~~Stock ~~into~~at the close of a public ~~float,~~offering ~~market~~of ~~conditions~~Common ~~specific~~Stock toby the Company’s ~~industry~~provided ~~and~~the ~~market~~Company ~~conditions~~receives ingross ~~general,~~proceeds ~~and the willingness~~ of ~~broker-dealers~~at toleast ~~effect~~$1,000,000, ~~transactions~~and inthe ~~low~~initial ~~priced~~offering ~~securities.~~price Inof ~~addition,~~ the ~~stock~~Common ~~market~~Stock sold in ~~general~~such ~~has~~offering ~~experienced~~is ~~significant~~equal ~~price~~to ~~and~~or ~~volume~~in ~~fluctuations~~excess inof ~~recent~~$1 ~~years~~per share. ~~These~~No ~~fluctuations,~~shares ~~may~~were ~~have~~converted ~~had~~during afiscal ~~substantial~~2022 ~~effect~~or on2023. ~~the~~So ~~market~~long ~~price~~as ~~for~~any ~~many~~shares ~~small~~of ~~capitalization~~Series ~~companies~~A ~~such~~Preferred asStock are outstanding, the Company. ~~Factors~~is ~~such~~prohibited asfrom ~~those~~declaring ~~cited~~dividends ~~above,~~or ~~as well as~~ other ~~factors~~distributions ~~that~~related ~~may be unrelated~~ to ~~the~~its ~~operating~~Common ~~performance~~Stock ofor ~~the Company~~purchasing, ~~may~~redeeming ~~significantly~~or ~~affect~~otherwise ~~the~~acquiring ~~price~~any of the Common Stock.

8 There have been price fluctuations in the Company’s Common Stock during the period covered by this report. Factors that may have caused or can cause market prices to fluctuate include the number of shares available in the public float, any purchase or sale of a significant number of shares during a relatively short time period, quarterly fluctuations in results of operations, issuance of additional securities, entrance of such securities into the public float, market conditions specific to the Company’s industry and market conditions in general, and the willingness of broker-dealers to effect transactions in low priced securities. In addition, the stock market in general has experienced significant price and volume fluctuations in recent years. These fluctuations, may have had a substantial effect on the market price for many small capitalization companies such as the Company. Factors such as those cited above, as well as other factors that may be unrelated to the operating performance of the Company, may significantly affect the price of the Common Stock.

Equity Compensation Plan Information

The following table contains information regarding Procyon’s equity compensation plans as of June 30, ~~2022~~2023. The Company maintained the Procyon Corporation 2009 Stock Option Plan (the "2009 Option Plan"), which expired by its terms on December 8, 2019. In November 2020, our shareholders approved the Procyon Corporation 2020 Stock Option and Incentive Plan (the “2020 Option Plan”).

~~Equity Compensation Plan Information~~8

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders:
2009 Option Plan	65,000	.17	500,000 shares of Common Stock for Non-Qualified Stock Options (250,000 of which have been issued) and Stock Appreciation Rights and 500,000 shares of Common Stock for Incentive Stock Options.
2020 Option Plan	50,000	.373	2,000,000 shares of Common Stock for Stock Options, Registered Stock or Restricted Stock Units and Other Stock-Based Awards.
Equity compensation plans not approved by security holders	-	-
2009 Option Plan	65,000	.17	435,000 shares of Common Stock for Non-Qualified Stock Options (250,000 of which have been issued) and Stock Appreciation Rights and 500,000 shares of Common Stock for Incentive Stock Options
2020 Option Plan	50,000	.373	1,950,000 shares of Common Stock for Stock Options, Registered Stock or Restricted Stock Units and Other Stock-Based Awards.
Total	115,000

Equity Compensation Plan Information

Effective June 30, 2021, the Company granted 25,000 non-qualified stock options to Justice W. Anderson and 25,000 non-qualified stock options to James B. Anderson for exceeding certain performance standards in fiscal 2021, pursuant to the terms of their respective Restated and Amended Executive Employment Agreements dated July 1, 2020. Each of the options were dated September 24, 2021, but were granted and effective as of June 30, 2021 for a ten year term and have an exercise price of .373 per share.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders:
2009 Option Plan	65,000	.17	500,000 shares of Common Stock for Non-Qualified Stock Options (250,000 of which have been issued) and Stock Appreciation Rights and 500,000 shares of Common Stock for Incentive Stock Options.

2020 Option Plan	50,000	.373	2,000,000 shares of Common Stock for Stock Options, Registered Stock or Restricted Stock Units and Other Stock-Based Awards.

Equity compensation plans not approved by security holders	-	-
2009 Option Plan	65,000	.17	435,000 shares of Common Stock for Non-Qualified Stock Options (250,000 of which have been issued) and Stock Appreciation Rights and 500,000 shares of Common Stock for Incentive Stock Options

2020 Option Plan	50,000 Options to purchase Common Shares	.373	1,950,000 shares of Common Stock for Stock Options, Registered Stock or Restricted Stock Units and Other Stock-Based Awards.

Total	115,000

9 Effective June 30, 2021, the Company granted 25,000 non-qualified stock options to Justice W. Anderson and 25,000 non-qualified stock options to James B. Anderson for exceeding certain performance standards in fiscal 2021, pursuant to the terms of their respective Restated and Amended Executive Employment Agreements dated July 1, 2020. Each of the options were dated September 24, 2021, but were granted and effective as of June 30, 2021 for a ten year term and have an exercise price of .373 per share.

~~ITEM~~The 7Company issued 25,432 Options to purchase Common Shares to Fred Suggs, Jr. ~~MANAGEMENT~~The Company also issued 20,800 Restricted Common shares to Joseph Treshler, Monica McCullough and Steven McComas. These respective Options and Restricted shares were issued for services provided in the 2023 fiscal year pursuant to the Company’Ss ~~DISCUSSION~~Compensation ~~AND~~Plan ~~ANALYSIS~~for OFOutside ~~FINANCIAL~~Directors ~~CONDITION~~and ~~AND~~our ~~RESULTS~~2020 OFStock ~~OPERATIONS~~Option Plan. The Options and Restricted Shares were issued or granted on July 31, 2023.

~~Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995~~9

~~This~~ITEM ~~Report on Form 10-K, including Management’s Discussion and Analysis or Plan of Operation, contains forward-looking statements~~7. When used in this report, the words “may”, “will”‚ “expect”‚ “anticipate”‚ “continue”‚ “estimate”‚ “project”‚ “intend”‚ “seek”, “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 CompanyMANAGEMENT’sS ~~and~~DISCUSSION ~~its~~AND ~~subsidiaries’~~ANALYSIS ~~business,~~OF ~~the~~FINANCIAL ~~markets~~CONDITION ~~for~~AND ~~its~~RESULTS ~~products,~~OF anticipated expenditures, regulatory developments or competition, or other statements regarding matters that are not historical facts, are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions and financial trends including, without limitation, business conditions in the skin and wound care market and the general economy, competitive factors, changes in product mix, production delays, manufacturing capabilities, the loss of any significant customers or suppliers, general supply chain delays, new and unanticipated governmental regulations, the impact of the COVID-19 pandemic on the Company’s sales, operations and supply chain and other risks or uncertainties detailed in other of the Company’s Securities and Exchange Commission filingsOPERATIONS. 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.

~~Our~~Safe ~~business~~Harbor inStatement ~~general~~under isthe ~~subject~~Private toSecurities ~~certain~~Litigation ~~risks~~Reform ~~including~~Act ~~but~~of ~~not limited to the following:~~1995

This Report on Form 10-K, weincluding Management’s Discussion and Analysis or Plan of Operation, contains forward-looking statements. When used in this report, the words “may”, “will”‚ “expect”‚ “anticipate”‚ “continue”‚ “estimate”‚ “project”‚ “intend”‚ “seek”, “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 and its subsidiaries’ business, the markets for its products, anticipated expenditures, regulatory developments or competition, or other statements regarding matters that are not behistorical ~~able~~facts, are intended to ~~produce~~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, the loss of any significant customers or ~~obtain~~suppliers, general supply chain delays, new and unanticipated governmental regulations, the impact of the COVID-19 pandemic on the Company’s sales, operations and supply chain and other risks or ~~may~~uncertainties ~~have~~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 ~~obtain~~risks, atuncertainties ~~excessive~~and ~~prices~~assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the ~~raw~~Company’s ~~materials~~actual plan of operations, business strategy, operating results and ~~finished~~financial ~~goods~~position wecould ~~need;~~differ materially from those expressed in, or implied by, such forward-looking statements.

-Our ~~the~~business ~~vendors~~in ongeneral ~~whom~~is wesubject ~~rely~~to ~~for manufacturing~~ certain ~~products~~risks ~~may~~including gobut ~~out~~not oflimited ~~business, fail~~ to ~~meet~~the ~~demand or provide shipments on an untimely basis;~~following:

- ~~competitive~~we ~~pressures~~ may ~~require~~not usbe able to ~~lower~~produce ~~our~~or ~~prices~~obtain, onor ~~certain~~may ~~products~~have to obtain at excessive prices, ~~thereby~~the ~~adversely~~raw ~~affecting~~materials ~~operational~~and ~~results~~finished goods we need;

- wethe ~~may~~vendors ~~not~~on bewhom ~~able~~we torely ~~obtain,~~for ormanufacturing ~~obtain~~certain atproducts ~~uneconomic~~may ~~expense~~go ~~and~~out ~~protracted~~of ~~time~~business, ~~the~~fail ~~regulatory~~to ~~approval~~meet ofdemand ~~new~~or ~~products~~provide shipments on an untimely basis;

- nocompetitive ~~assurance~~pressures ~~can~~may berequire ~~given~~us ~~that we will remain in compliance with applicable FDA and other regulatory requirements once clearance or approval has been obtained for a product. We must incur expense and spend time and effort~~ to ~~ensure~~lower ~~compliance~~our ~~with~~prices ~~these~~on ~~complex~~certain ~~regulations. Possible regulatory actions could include warning letters~~products, ~~fines,~~thereby ~~damages,~~adversely ~~injunctions,~~affecting ~~civil~~operational ~~penalties, recalls, seizures of our products, and criminal prosecution~~results;

- ~~consumers~~we ~~or distributors~~ may not ~~favorably~~be ~~receive~~able ~~our~~to ~~new~~obtain, or ~~existing~~obtain at uneconomic expense and protracted time, the regulatory approval of new products;

- weno ~~may~~assurance ~~not~~can be ~~able~~given tothat ~~obtain~~we ~~adequate~~will ~~financing~~remain in compliance with applicable FDA and other regulatory requirements once clearance or approval has been obtained for a product. We must incur expense and spend time and effort to ~~fund~~ensure compliance with these complex regulations. Possible regulatory actions could include warning letters, fines, damages, injunctions, civil penalties, recalls, seizures of our ~~operations~~products, orand ~~expansion~~criminal prosecution;

- aconsumers ~~relatively~~or ~~small~~distributors ~~group of products~~ may ~~represent~~not afavorably ~~significant~~receive ~~portion of~~ our ~~net~~new ~~revenues~~ or ~~net~~existing ~~earnings from time to time; if the volume or pricing of any of these~~ products ~~declines, it could have a material adverse effect on our business, financial position and results of operations~~;

- we ~~could~~may ~~experience~~not ~~reduced~~be ~~revenues~~able ~~and~~to ~~profits~~obtain ifadequate ~~Medicare~~financing orto ~~other~~fund ~~government~~our ~~programs~~operations ~~change, delay~~ or ~~deny reimbursement claims~~expansion;

- wea ~~are~~relatively ~~subject~~small togroup ~~various~~of ~~federal,~~products ~~state,~~may ~~and~~represent ~~international~~a ~~laws~~significant ~~and~~portion ~~regulations~~of ~~pertaining~~our tonet ~~government~~revenues ~~benefit~~or ~~program~~net ~~reimbursement,~~earnings ~~price~~from ~~reporting~~time ~~and~~to ~~regulation,~~time; ~~and~~if ~~health care fraud and abuse, including anti-kickback and false claims laws,~~ the ~~Medicaid~~volume ~~Rebate~~or ~~Statute, the Veterans Health Care Act, and individual state laws relating to~~ pricing ~~and sales and marketing practices; violations~~ of ~~these~~any laws may be punishable by criminal and/or civil sanctions, including, in some instances, substantial fines, imprisonment, and exclusion from participation in federal and state health care programs, including Medicare, Medicaid, and Veterans Administration health programs; violations of these ~~laws,~~products ~~or allegations of such violations~~declines, it could ~~disrupt~~have ~~our business and result in~~ a material adverse effect on our ~~revenues~~business, ~~profitability,~~financial position and ~~financial~~results ~~condition~~of operations;

- ~~the~~we ~~loss~~could ofexperience ~~senior~~reduced ~~management~~revenues ~~or other key personnel, or our inability to attract~~ and ~~retain~~profits ~~additional~~if ~~senior~~Medicare ~~management~~ or other ~~key~~government ~~personnel~~programs change, ~~could~~delay ~~adversely~~or ~~affect~~deny ~~our~~reimbursement ~~ability to execute our business plan~~claims;

- we ~~could~~are ~~become~~ subject to ~~new~~various ~~unanticipated~~federal, ~~governmental~~state, ~~regulations~~and orinternational ~~fail~~laws and regulations pertaining to ~~comply~~government ~~with~~benefit ~~regulations~~program ~~applicable~~reimbursement, toprice ~~our~~reporting ~~products~~and regulation, ~~which~~and ~~could~~health ~~materially~~care fraud and ~~adversely~~abuse, ~~affect~~including ~~our~~anti-kickback ~~business~~and false claims laws, ~~financial~~the ~~position~~Medicaid Rebate Statute, the Veterans Health Care Act, and ~~results~~individual state laws relating to pricing and sales and marketing practices; violations of ~~operations~~these laws may be punishable by criminal and/or civil sanctions, including, in some instances, substantial fines, imprisonment, and exclusion from participation in federal and state health care programs, including Medicare, Medicaid, and Veterans Administration health programs; violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our revenues, profitability, and financial condition;

- ~~legislative~~the loss of senior management or ~~regulatory~~other ~~programs~~key ~~that~~personnel, ~~may~~or ~~influence~~our ~~prices~~inability ofto ~~medical~~attract ~~devices~~and retain additional senior management or other key personnel, could ~~have~~adversely aaffect ~~material~~our ~~adverse~~ability ~~effect~~to onexecute our business plan;

- ~~the~~we ~~demand~~could ~~for~~become ~~our~~subject ~~products~~to ~~may~~new ~~decrease~~unanticipated ~~because~~governmental ofregulations ~~various~~or ~~factors~~fail to comply with regulations applicable to our products, ~~such~~which ascould ~~adverse~~materially and adversely affect our business, ~~conditions~~financial position and aresults ~~sluggish~~of ~~U.S. economy~~operations; and

- ~~our~~legislative ~~product supply and related patient access to products could be negatively impacted by, among other things: (i) seizure~~ or ~~recalls~~regulatory ofprograms ~~products~~that ormay ~~forced~~influence ~~closings~~prices of ~~manufacturing~~medical ~~plants,~~devices (ii) supply chain continuity including from natural or man-made disasters at one of our facilities or at a critical supplier or vendor, as well as our failure or the failure of any of our vendors or suppliers to comply with Current Good Manufacturing Practices and other applicable regulations and quality assurance guidelines that could ~~lead~~have to manufacturing shutdowns, product shortages and delays in product manufacturing, (iii) manufacturing, quality assurance/quality control, supply problems or governmental approval delays, (iv) the failure of a ~~sole~~material ~~source~~adverse oreffect single source supplier to provide us with necessary raw materials, supplies or finished goods for an extended period of time, (v) the failure of a third-party manufacturer to supply us with finished product on ~~time,~~our (vi) construction or regulatory approval delays related to new facilities or the expansion of existing facilities (vii) the failure to meet new and emerging regulations requiring products to be tracked throughout the distribution channels using unique identifiers and (viii) other manufacturing or distribution issues including limits to manufacturing capacity due to regulatory requirements; changes in the types of products produced; physical limitations or other business ~~interruptions~~;

- wethe ~~may~~demand ~~experience~~for anour ~~increase~~products inmay ~~the~~decrease ~~number~~because ~~and magnitude~~ of ~~delinquent~~various orfactors, ~~uncollectible~~such ~~customer~~as ~~accounts~~adverse ~~during~~business ~~periods~~conditions ofand ~~economic~~a ~~downturn~~sluggish U.S. economy;

- ~~The~~our ~~economic~~product ~~impact~~supply ofand ~~the~~related ~~COVID-19~~patient ~~pandemic~~access to products could ~~adversely~~be ~~affect~~negatively ~~our~~impacted ~~financial~~by, ~~condition~~among ~~and~~other ~~results~~things: of(i) ~~operations.~~seizure ~~The~~or ~~pandemic~~recalls ~~resulted~~of inproducts anor ~~unprecedented~~forced ~~slow-down~~closings inof ~~economic~~manufacturing ~~activity~~plants, a(ii) ~~related~~supply ~~increase~~chain incontinuity ~~unemployment~~including ~~and~~from anatural ~~significant~~or ~~decline~~man-made indisasters ~~the~~at ~~value~~one of ~~the~~our ~~stock~~facilities ~~market~~or ~~and~~at ~~many~~a ~~non-essential~~critical ~~and~~supplier ~~elective~~or ~~medical~~vendor, ~~procedures~~as towell beas ~~delayed~~our failure or ~~canceled.~~the ~~The~~failure ~~COVID-19~~of ~~pandemic~~any isof ~~affecting~~our ~~the~~vendors ~~United~~or ~~States~~suppliers ~~and~~to ~~global~~comply ~~economies~~with ~~and~~Current ~~may~~Good ~~affect~~Manufacturing ~~our~~Practices ~~operations~~and other applicable regulations and ~~those~~quality ofassurance ~~third~~guidelines ~~parties~~that oncould ~~which~~lead weto ~~rely~~manufacturing shutdowns, ~~including~~product byshortages ~~causing~~and ~~disruptions~~delays in ~~the~~product manufacturing, (iii) manufacturing, quality assurance/quality control, supply ~~for~~problems ~~our~~or ~~products.~~governmental Inapproval ~~addition~~delays, (iv) the ~~COVID-19~~failure ~~pandemic~~of ~~may~~a ~~affect~~sole ~~our~~source ~~operations~~or ~~due~~single source supplier to ~~users~~provide ofus ~~our~~with ~~products~~necessary ~~delaying~~raw materials, supplies or ~~canceling~~finished ~~medical~~goods ~~treatments~~for ~~and~~an ~~the~~extended ~~closure~~period of ~~doctors~~time, ~~offices~~(v) ~~and~~the ~~other~~failure ~~medical~~of ~~health~~a ~~facilities~~third-party ~~which~~manufacturer ~~administer~~to ~~our~~supply ~~products.~~us ~~The~~with ~~ultimate~~finished ~~impact~~product ofon ~~the~~time, ~~COVID-19~~(vi) ~~pandemic~~construction isor ~~highly~~regulatory ~~uncertain~~approval ~~and~~delays ~~subject~~related to ~~change.~~new Wefacilities door ~~not~~the ~~yet~~expansion ~~know~~of ~~the~~existing ~~full~~facilities ~~extent~~(vii) ofthe ~~potential~~failure ~~delays~~to ormeet ~~impacts~~new onand ~~our~~emerging ~~business,~~regulations ~~financing~~requiring orproducts onto ~~healthcare~~be ~~systems~~tracked orthroughout the ~~global~~distribution ~~economy~~channels asusing aunique ~~whole.~~identifiers ~~However,~~and ~~these~~(viii) ~~effects~~other ~~could~~manufacturing ~~have~~or adistribution ~~material~~issues ~~impact~~including onlimits ~~our~~to ~~results~~manufacturing ~~from~~capacity ~~operations~~due ~~and~~to ~~business~~regulatory ~~and~~requirements; ~~those~~changes ofin the ~~third~~types ~~parties~~of onproducts ~~which~~produced; wephysical ~~rely.~~limitations or other business interruptions;

- ~~Security~~we ~~breaches~~may ~~and~~experience ~~other~~an ~~disruptions~~increase ~~could~~in ~~compromise~~the ~~our~~number ~~information~~ and ~~expose~~magnitude usof todelinquent ~~liability,~~or ~~which~~uncollectible ~~would~~customer ~~cause~~accounts ~~our~~during ~~business~~periods ~~and~~of ~~reputation~~economic ~~to suffer~~downturn.

- WeThe economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of operations. The pandemic resulted in an unprecedented slow-down in economic activity, a related increase in unemployment and a significant decline in the value of the stock market and many non-essential and elective medical procedures to be delayed or canceled. The COVID-19 pandemic is affecting the United States and global economies and may affect our operations and those of third parties ~~upon~~on ~~whom~~which we ~~depend~~rely, including by causing disruptions in the supply for our products. In addition, the COVID-19 pandemic may beaffect ~~adversely~~our ~~affected~~operations bydue ~~natural~~to ~~disasters~~users of our products delaying or canceling medical treatments and the closure of doctors offices and other medical health facilities which administer our ~~business~~products. ~~continuity~~The ultimate impact of the COVID-19 pandemic is highly uncertain and ~~disaster~~subject ~~recovery~~to ~~plans~~change. ~~may~~We do not ~~adequately~~yet ~~protect~~know usthe ~~from~~full extent of potential delays or impacts on our business, financing or on healthcare systems or the global economy as a ~~serious~~whole. ~~disaster~~However, these effects could have a material impact on our results from operations and business and those of the third parties on which we rely.

- ~~Our~~Security ~~cost~~breaches toand ~~manufacture~~other disruptions could compromise our ~~products~~information ~~could~~and beexpose ~~adversly~~us ~~affected~~to byliability, ~~rising~~which ~~inflation~~would ~~and~~cause ~~the~~our ~~increase~~business inand ~~interest~~reputation ~~rates~~to suffer.

~~CRITICAL~~- ~~ACCOUNTING~~We ~~POLICIES~~or ~~AND~~the ~~ESTIMATES~~third parties upon whom we depend may be adversely affected by natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

- Our ~~financial~~cost ~~statements have been prepared in accordance with standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), which require us~~ to ~~make~~manufacture ~~estimates~~our ~~and~~products ~~judgments~~could ~~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~~adversly inaffected ~~the Notes to the Consolidated Financial Statements included in this annual report. The estimates used~~ by ~~management~~rising ~~are~~inflation ~~based upon our historical experiences combined with management’s understanding of current facts~~ and ~~circumstances. Certain of our accounting policies are considered critical as they are both important to~~ the ~~portrayal~~increase of our 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~~interest ~~preparation of our financial statements~~rates.

~~Deferred~~CRITICAL ~~Income~~ACCOUNTING ~~Taxes~~POLICIES AND ESTIMATES

~~Deferred~~Our ~~income~~financial ~~taxes~~statements ~~are~~have ~~recognized~~been ~~for~~prepared in accordance with standards of the ~~expected~~Public ~~tax~~Company ~~consequences~~Accounting inOversight ~~future~~Board ~~years~~(United ~~for~~States) ~~differences~~(“PCAOB”), ~~between~~which ~~the~~require ~~tax~~us ~~bases~~to ofmake ~~assets~~estimates and ~~liabilities~~judgments ~~and~~that ~~their~~affect ~~financial~~the ~~reporting~~reported amounts, ~~based~~of ~~upon~~assets, ~~exacted~~liabilities, ~~tax~~revenues ~~laws~~and expenses, and ~~statutory~~the ~~tax~~related ~~rates~~disclosures. ~~applicable~~A tosummary ~~the~~of ~~periods~~those insignificant ~~which~~accounting ~~the~~policies ~~differences~~can ~~are~~be ~~expected~~found in the Notes to ~~affect~~the ~~taxable~~Consolidated ~~income.~~Financial ~~The~~Statements ~~Company~~included ~~accounts~~in ~~for~~this ~~income~~annual ~~taxes~~report. ~~under~~The ~~Topic~~estimates ~~740~~used -by ~~Income~~management ~~Tax~~are inbased ~~the~~upon ~~Accounting~~our ~~Standards~~historical ~~Codification.~~experiences Acombined ~~valuation~~with ~~allowance~~management’s isunderstanding ~~used~~of tocurrent ~~reduce~~facts ~~deferred~~and ~~tax~~circumstances. ~~assets~~Certain toof ~~the~~our ~~net~~accounting ~~amount~~policies ~~expected~~are toconsidered becritical ~~recovered~~as inthey ~~future~~are ~~periods.~~both ~~The~~important ~~estimates~~to ~~for~~the ~~deferred~~portrayal ~~tax~~of ~~assets~~our financial condition and the ~~corresponding~~results ~~valuation~~of ~~allowance~~its ~~require~~operations usand torequire ~~exercise~~significant or complex judgments. Weon ~~periodically~~the ~~review~~part ~~and~~of ~~adjust~~management. ~~those~~We ~~estimates~~believe ~~based~~that ~~upon~~ the ~~most~~following ~~current~~critical ~~information~~accounting ~~available.~~policies ~~Valuation~~affect ~~allowances~~the ~~for~~more ~~periods~~significant ~~ending~~judgments ~~June 30, 2021~~ and ~~June~~estimates ~~30,~~used ~~2022,~~in ~~were~~the $0preparation ~~and~~of ~~$31,960,~~our ~~respectively~~financial statements.

~~Revenue~~Deferred ~~Recognition~~Income Taxes

~~The~~Deferred ~~Company~~income ~~recognizes~~taxes ~~revenue~~are recognized for the expected tax consequences in ~~accordance~~future ~~with~~years ~~Securities~~for ~~and~~differences ~~Exchange~~between ~~Commission~~the ~~Staff~~tax ~~Accounting~~bases ~~Bulletin~~of ~~Topic~~assets ~~13,~~and ~~“Revenue~~liabilities ~~Recognition”~~and their financial reporting amounts, ~~which~~based ~~requires~~upon ~~that~~exacted ~~four~~tax ~~basic~~laws ~~criteria~~and ~~must~~statutory betax ~~met~~rates ~~before~~applicable ~~revenue~~to ~~can~~the beperiods ~~recognized:~~in ~~(1)~~which ~~persuasive~~the ~~evidence~~differences ofare anexpected ~~arrangement~~to ~~exists;~~affect ~~(2)~~taxable ~~delivery~~income. ~~has~~The ~~occurred~~Company oraccounts ~~services~~for ~~have~~income ~~been~~taxes ~~rendered;~~under ~~(3)~~Topic 740 - Income Tax in the ~~seller’s~~Accounting ~~price~~Standards Codification. A valuation allowance is used to reduce deferred tax assets to the ~~buyer~~net isamount ~~fixed~~expected orto ~~determinable;~~be recovered in future periods. The estimates for deferred tax assets and, ~~(4)~~the ~~collectibility~~corresponding isvaluation ~~reasonably~~allowance ~~assured~~require us to exercise complex judgments. We ~~recognize~~periodically ~~revenue~~review ~~related~~and toadjust ~~product~~those ~~sales~~estimates based upon the ~~shipment~~most ofcurrent ~~such~~information ~~orders~~available. toValuation ~~customers~~allowances for periods ending June 30, 2022 and June 30, 2023, were $31,960 and $0, respectively.

Revenue ~~from Contracts with Customers (Topic 606)~~Recognition

InThe ~~May~~Company ~~2014,~~recognizes ~~the~~revenue ~~FASB~~in ~~issued~~accordance awith ~~new~~Securities ~~standard~~and ~~related~~Exchange toCommission ~~revenue~~Staff ~~recognition.~~Accounting ~~Under~~Bulletin ~~the~~Topic ~~new standard~~13, ~~recognition~~“Revenue ofRecognition”, ~~revenue~~which ~~occurs~~requires ~~when~~that afour ~~customer~~basic ~~obtains~~criteria ~~control~~must ofbe ~~promised~~met ~~goods~~before orrevenue ~~services~~can inbe anrecognized: ~~amount~~(1) ~~that~~persuasive ~~reflects~~evidence ~~the~~of ~~consideration~~an toarrangement ~~which~~exists; ~~the~~(2) ~~entity~~delivery ~~expects~~has tooccurred ~~receive in exchange for those goods~~ or services. Inhave ~~addition,~~been ~~the~~rendered; ~~standard~~(3) ~~requires disclosure of~~ the ~~nature,~~seller’s ~~amount,~~price ~~timing,~~to ~~and uncertainty of revenue and cash flows arising from contracts with customers. The new standard became effective for~~ the ~~Company~~buyer ~~beginning~~is ~~after~~fixed ~~December~~or ~~15,~~determinable; ~~2017~~and, ~~including~~(4) ~~interim~~collectibility ~~reporting~~is ~~periods~~reasonably ~~within that reporting period~~assured. ~~There~~We ~~has~~recognize ~~been~~revenue norelated ~~material~~to ~~effect~~product tosales ~~our~~upon ~~financial~~the ~~results~~shipment of ~~operations~~such ~~based~~orders onto ~~this new standard~~customers.

~~Stock~~Revenue ~~Based~~from ~~Compensation~~Contracts with Customers (Topic 606)

~~Stock~~In ~~based~~May ~~compensation~~2014, isthe ~~accounted~~FASB ~~for~~issued ina ~~accordance~~new ~~with~~standard ~~Topic~~related ~~718~~to -revenue ~~Compensation~~recognition. -Under ~~Stock~~the ~~Compensation~~new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the ~~Accounting~~consideration ~~Standards~~to ~~Codification.~~which ~~All~~the ~~share-based~~entity ~~payments~~expects to ~~employees,~~receive ~~including~~in ~~grants~~exchange offor ~~employee~~those ~~stock~~goods ~~options~~or services. In addition, ~~are~~the tostandard berequires ~~recognized~~disclosure inof the ~~statement~~nature, amount, timing, and uncertainty of ~~operations~~revenue ~~based~~and ~~upon~~cash ~~their~~flows ~~fair~~arising ~~values~~from ~~and~~contracts ~~rescinds~~with customers. The standard became effective for the ~~acceptance~~Company beginning after December 15, 2017, including interim reporting periods within that reporting period. There has been no material effect to our financial results of ~~pro~~operations ~~forma~~based ~~disclosure~~on this standard.

~~General~~Stock Based Compensation

~~Our~~Stock ~~continuing~~based ~~operations~~compensation ~~and~~is ~~revenues~~accounted ~~consist~~for ofin ~~the~~accordance ~~operations~~with ofTopic ~~and~~718 ~~revenues~~- ~~generated~~Compensation by- ~~AMERX,~~Stock ~~our~~Compensation ~~wholly-owned~~in ~~subsidiary.~~the ~~AMERX~~Accounting ~~skin~~Standards ~~and~~Codification. ~~wound~~All ~~care~~share-based ~~products,~~payments ~~marketed~~to ~~under~~employees, ~~the~~including ~~trademark~~grants ~~AMERIGEL®~~of ~~and~~employee ~~containing~~stock ~~the~~options, ~~proprietary~~are ~~ingredient~~to ~~OAKIN®,~~be ~~promote~~recognized ~~wound~~in ~~healing~~the ~~and~~statement ~~healthy~~of ~~skin~~operations ~~through~~based ~~moderately~~upon ~~priced~~their ~~products~~fair ~~for~~values ~~treatment~~and ofrescinds ~~problematic~~the ~~skin~~acceptance ~~and~~of ~~wound~~pro ~~conditions~~forma disclosure.

AMERX markets AMERIGEL®, HELIX3®, AMERX® wound care products and EXTREMIT-EASE® compression garments to institutional customers such as hospitals, wound care clinics, skilled nursing facilities, home health agencies and to physicians and other health care practitioners. AMERIGEL® and EXTREMIT-EASE® products are also marketed to retail customers through direct sales, internet sales and through independent and retail chain drug stores and to physicians and other health care practitioners.General

Our continuing operations and revenues consist of the operations of and revenues generated by AMERX’s, our wholly-owned subsidiary. AMERX skin and wound care products, ~~are~~marketed ~~distributed~~under tothe ~~institutions~~trademark AMERIGEL® and tocontaining ~~retail~~the ~~stores~~proprietary ~~through~~ingredient ~~national~~OAKIN®, ~~regional~~promote wound healing and ~~local~~healthy ~~distributors~~skin asthrough ~~well~~moderately aspriced ~~through~~products ~~direct~~for ~~sales~~treatment of problematic skin and ~~internet~~wound ~~sales~~conditions.

~~Future~~AMERX ~~Expectations~~markets AMERIGEL®, HELIX3®, AMERX® wound care products and EXTREMIT-EASE® compression garments to institutional customers such as hospitals, wound care clinics, skilled nursing facilities, home health agencies and to physicians and other health care practitioners. AMERIGEL® and EXTREMIT-EASE® products are also marketed to retail customers through direct sales, internet sales and through independent and retail chain drug stores and to physicians and other health care practitioners.

AMERX’s ~~expects~~products toare ~~further~~distributed ~~penetrate~~to ~~the~~institutions ~~health care market through its participation in industry trade shows, advertisements in trade journals, development of additional distributor relationships~~ and ~~by opening new geographical territories (including international markets). AMERX management is trying new methods of marketing~~ to ~~support~~retail ~~its~~stores ~~multiple~~through ~~product lines~~national, ~~with~~regional ~~multiple channels. AMERX management seeks to develop new markets as the AMERIGEL, HELIX3, AMERX~~ and ~~EXTREMIT-EASE~~local ~~product~~distributors ~~lines gain broader acceptance. AMERX management also seeks to develop new products to be released~~ as ~~soon~~well as ~~practicable,~~through ~~with~~direct ~~expansion~~sales ofand ~~the~~internet ~~HELIX3 line expected in fiscal 2023~~sales.

~~Impact~~Future ~~of COVID-19 on Our Business~~Expectations

~~The~~AMERX ~~financial~~expects ~~effects~~to offurther ~~COVID-19~~penetrate ~~started~~the ~~showing~~health ~~their~~care ~~impact~~market onthrough ~~our~~its ~~Company~~participation in ~~March~~industry oftrade ~~2020.~~shows, ~~Due~~advertisements toin ~~the~~trade ~~timing of these events~~journals, ~~the~~development ~~full effect~~ of ~~COVID-19~~additional ondistributor ~~our~~relationships ~~business~~and ~~cannot~~by ~~yet~~opening benew ~~fully~~geographical ~~quantified.~~territories We(including ~~have~~international ~~felt~~markets). ~~the~~AMERX ~~effects~~management ofis ~~the~~trying ~~COVID-19~~new ~~pandemic~~methods inof ~~our~~marketing ~~operations, as management continues~~ to ~~dedicate~~support ~~time~~its ~~and~~multiple ~~effort~~product ~~researching~~lines, ~~discussing~~with ~~and~~multiple ~~implementing~~channels. ~~policies~~AMERX ~~and~~management ~~procedures~~seeks ~~necessary~~ to ~~navigate~~develop ~~through~~new ~~the~~markets ~~ever~~as ~~changing landscape~~ the ~~COVID-19~~AMERIGEL, ~~pandemic~~HELIX3, ~~has~~AMERX and ~~continues~~EXTREMIT-EASE toproduct ~~provide.~~lines Asgain anbroader ~~essential~~acceptance. ~~business,~~AMERX management ~~was~~continues ~~tasked~~to ~~with~~seek ~~remaining~~for ~~open,~~new ~~while~~products ~~keeping our employees safe, and providing our customers, who were still able~~ to ~~actively~~develop ~~provide~~in ~~healthcare~~fiscal ~~services, with the products they need~~2024.

~~The~~Impact ~~effects were most severely seen in April 2020. This was a direct result~~ of ~~the~~COVID-19 ~~inability~~on ~~for~~Our customers to have elective surgery. Once elective surgeries were permitted again we have seen a steady increase in volume. We continue to monitor operations, and are still implementing procedures to keep all our employees as safe as possible. Currently, the Company is restricted in its marketing efforts as Tradeshows for the most part are not available in their traditional in person form. Most available tradeshows have chosen the virtual route, which has not proven successful from a vendor sales relationship perspective. Operationally, the pandemic has made it increasingly difficult to hire new or replacement personnel to support the Company’s growth. It has also caused wages to increase dramatically.Business

13 The financial effects of COVID-19 started showing their impact on our Company in March of 2020. Due to the timing of these events, the full effect of COVID-19 on our business cannot yet be fully quantified. We have felt the effects of the COVID-19 pandemic in our operations, as management continues to dedicate time and effort researching, discussing and implementing policies and procedures necessary to navigate through the ever changing landscape the COVID-19 pandemic has and continues to provide. As an essential business, management was tasked with remaining open, while keeping our employees safe, and providing our customers, who were still able to actively provide healthcare services, with the products they need.

~~Results~~The effects were most severely seen in April 2020. This was a direct result of ~~Operations~~the inability for customers to have elective surgery. Once elective surgeries were permitted again we have seen a steady increase in volume. We continue to monitor operations, and are still implementing procedures to keep all our employees as safe as possible. Currently, the Company is restricted in its marketing efforts as Tradeshows for the most part are not available in their traditional in person form. Most available tradeshows have chosen the virtual route, which has not proven successful from a vendor sales relationship perspective. Operationally, the pandemic has made it increasingly difficult to hire new or replacement personnel to support the Company’s growth. It has also caused wages to increase dramatically.

~~Comparison of Fiscal 2022 and 2021.~~13

~~During~~Results ~~fiscal 2022 and 2021, our results~~ of operations related solely to the operations of AMERX. Net sales during fiscal 2022 were approximately $4,842,000 as compared to approximately $4,720,000 in fiscal 2021, an increase of approximately $122,000 or 3%. Growth in Fiscal 2022 was a result of expanded sales to our core customer base with new and existing products as well as AMERX initiative to establish a consistent manufacturer suggested retail price (MSRP) in the retail space to benefit all AMERX customers. AMERX believes the changes to how consumers purchase retail products will work to our advantage when competing for consumers dollars.Operations

~~Cost~~Comparison of ~~sales~~Fiscal ~~were~~2023 ~~approximately~~and ~~$1,357,000 in fiscal~~ 2022~~, as compared to approximately $1,331,000 in fiscal 2021, an increase of approximately $26,000 or 2%~~. ~~Cost of sales in fiscal 2022, as a percentage of net sales, remained steady at 28%, from 28% in the previous fiscal year ending 2021.~~

~~Gross~~During ~~profit~~fiscal ~~increased~~2023 and 2022, our results of operations related solely to ~~approximately~~the ~~$3,486,000~~operations of AMERX. Net sales during fiscal ~~2022~~2023 were approximately $4,687,000 as compared to approximately $34,~~389~~842,000 ~~during~~in fiscal ~~2021~~2022, ana ~~increase~~decrease of ~~about~~approximately $97155,000, or 3%. AsThe fluctuation in sales was a ~~percentage~~result of ~~net~~expanding ~~sales,~~new ~~gross~~markets ~~profit~~offset ~~was~~by ~~approximately~~reductions ~~72%~~and purchasing trends in ~~fiscal~~traditional ~~2022~~markets. ~~and~~AMERX believes the new market expansion will continue in fiscal ~~2021~~2024 with further plans to expand our traditional market channels.

~~Operating~~Cost ~~expenses~~of ~~during~~sales ~~fiscal 2022~~ were approximately $~~3,723,000, consisting of approximately $2,012,000 in salaries and benefits and $~~1,~~711~~117,000 in ~~selling, general and administrative expenses. Operating expenses in~~ fiscal ~~2021 were approximately $3~~2023,~~162,000~~ ~~and~~as ~~consisted~~compared ofto approximately $1,~~832~~357,000 in ~~salaries~~fiscal ~~and benefits and approximately $1~~2022,~~330,000~~ ina ~~selling,~~decrease ~~general and administrative expenses. This represents an increase in expenses~~ of approximately $~~561~~240,000 inor ~~fiscal~~18%. ~~2022~~Cost ~~over~~of ~~the~~sales ~~operating expenses~~ in fiscal ~~2021.~~2023, Asas a percentage of net sales, ~~operating~~was ~~expenses during fiscal 2022 were 77~~24%, asfrom ~~compared to 67~~28% ~~during~~in ~~fiscal 2021; as gross profit increased approximately $97,000 for~~ the ~~year on an approximately $561,000 increase in operating expenses. Salaries and Benefits increased when compared to~~ previous ~~year~~fiscal as gross wages for all employees have been affected by the pressure the Company faces from higher employment market demands. Selling, General and Administrative expenses increased primarily due to increases in marketing efforts, a full year ~~into~~ending our new office lease, expenses related to selling our products on the internet, and software expenses as we look to utilize technology to improve our support to our customer base, improve staffs access to data and drive efficiencies in the workspace2022.

~~Losses~~Gross ~~from~~profit ~~operations~~increased ~~finished at approximately $237,000 in 2022, as compared~~ to ~~income of~~ approximately $~~227~~3,570,000 induring fiscal ~~2021. Losses before income taxes finished at approximately $235~~2023,~~000~~ ~~in 2022,~~ as compared to ~~income of~~ approximately $~~734~~3,~~000 in 2021. Net loss (after dividend requirements for Preferred Shares) was approximately $226~~486,000 during fiscal 2022, ~~compared~~an toincrease ~~approximately~~of about $~~678~~84,000, ofor ~~net income during fiscal 2021~~2%. ~~The~~As ~~Company~~a ~~recorded~~percentage ~~approximately $26,000~~ of ~~income tax benefit when determining the~~ net ~~loss~~sales, ~~available~~gross toprofit ~~common~~was ~~shares~~approximately 76% in fiscal ~~2022,~~2023 ~~compared~~and to72% ~~$39,000 income tax expense when determining the net income available~~ in ~~common shares in~~ fiscal ~~2021~~2022.

~~Management~~Operating ~~believes~~expenses itduring isfiscal ~~more~~2023 ~~likely~~were ~~than~~approximately ~~not~~$3,667,000, ~~that~~consisting ~~the~~of ~~tax~~approximately ~~benefit~~$1,860,000 ofin salaries and benefits and $1,807,000 in selling, general and administrative expenses. Operating expenses in fiscal 2022 were approximately $~~126~~3,723,000 and consisted of ~~NOL~~approximately ~~carryforwards~~$2,012,000 ~~will~~in ~~not~~salaries beand ~~realized.~~benefits ~~Therefore~~and approximately $1,711,000 ~~management~~in ~~provided~~selling, ~~valuation~~general ~~allowance~~and administrative expenses. This represents a decrease in expenses of approximately $3156,~~960~~000 ~~against~~in ~~its~~fiscal ~~deferred~~2023 ~~tax~~over ~~asset~~the operating expenses in fiscal 2022. ~~Management~~As ~~will~~a ~~continue~~percentage of net sales, operating expenses during fiscal 2023 were 78% as compared to ~~evaluate~~77% ~~its~~during fiscal 2022; as gross profit increased approximately $84,000 for the year on an approximately $56,000 decrease in operating ~~results~~expenses. ~~each~~Salaries ~~reporting~~and ~~period~~Benefits decreased when compared to previous year with fluctuations in personnel and ~~assess~~reduced ~~whether~~commission’s itassociated ~~will~~with belower ~~able~~sales volumes. Selling, General and Administrative expenses increased primarily due to ~~utilize~~increases ~~all~~in ~~available~~marketing ~~NOL~~efforts, ~~carryforwards~~expenses ~~before~~related ~~expiration~~to selling our products on the internet, and software expenses.

14 Losses from operations finished at approximately $97,000 in 2023, as compared to losses of approximately $237,000 in fiscal 2022. Losses before income taxes finished at approximately $65,000 in 2023, as compared to losses of approximately $235,000 in 2022. Net loss (after dividend requirements for Preferred Shares) was approximately $74,000 during fiscal 2023, compared to approximately $227,000 of net loss during fiscal 2022. The Company recorded approximately $15,000 of income tax benefit when determining the net loss available to common shares in fiscal 2023, compared to $26,000 income tax benefit when determining the net income available in common shares in fiscal 2022.

Liquidity and Capital Resources

Historically, we have financed our operations through revenues from operations. As of June 30, ~~2022~~2023, our principal sources of liquidity included inventories of approximately $~~761~~762,000, net accounts receivable of approximately $~~407~~494,000, cash of approximately $~~760~~451,000, and certificates of deposit of approximately $~~281~~562,000. We had net working capital of approximately $1,~~942~~611,000 at June 30, ~~2022~~2023.

Operating activities ~~used~~provided cash of approximately $~~229~~145,000 during fiscal ~~2022~~2023, and ~~provided~~used approximately $~~280~~383,000 during fiscal ~~2021~~2022, consisting primarily of ana ~~increase~~decrease in ~~net~~inventory ~~loss~~ of approximately $~~210~~182,000, in fiscal ~~2022~~2023 and ana ~~increase~~decrease in income, in fiscal ~~2021~~2022. Cash used in investing activities during fiscal ~~2022~~2023 was approximately $83455,000 as compared to cash ~~provided~~used byin investing activities in fiscal ~~2021~~2022 of approximately $~~480~~83,000, respectively. Cash used in financing activities during fiscal ~~2022~~2023 was $~~154,000~~0 compared cash used by financing activities of $~~199,000~~0 during fiscal ~~2021~~2022, respectively.

During fiscal year 2022, we had no material cash requirements, including commitments for capital expenditures. In the 2023 fiscal year, the Company does not anticipate having any external cash needs. The Company has adequate funds to cover any planned capital expenditures. The Company also believes that it will continue to generate enough funds through its operations in the short and long term future to meet its capital needs. The Company plans to leave cash balances in Iinsured bank accounts that have no risk of loss.14

During fiscal ~~2022~~year 2023, we had no ~~holder~~material ofcash ~~shares~~requirements, ofincluding ~~Preferred~~commitments ~~Stock~~for ~~converted~~capital expenditures. In the 2024 fiscal year, the Company does not anticipate having any external cash needs. The Company has adequate funds to cover any planned capital expenditures. The Company also believes that it will continue to generate enough funds through its ~~shares~~operations in the short and long term future to ~~Common~~meet ~~Stock~~its capital needs. The Company plans to leave cash balances in insured bank accounts that have no risk of loss.

~~Commitments~~During fiscal 2023, no holder of ~~Capital~~shares ~~Expenditures~~of Preferred Stock converted its shares to Common Stock.

AtCommitments ~~June~~of ~~30,~~Capital ~~2022, the Company had no commitments for capital expenditures.~~Expenditures

~~Off-Balance~~At ~~Sheet~~June ~~Arrangements~~30, 2023, the Company had no commitments for capital expenditures.

During fiscal years 2022 and 2021, we did not have any relationships or arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating offOff-~~balance~~Balance ~~sheet~~Sheet ~~arrangements or other contractually narrow or limited purposes.~~Arrangements

~~ITEM~~During 8.fiscal ~~FINANCIAL~~years ~~STATEMENTS~~2023 ~~AND~~and ~~SUPPLEMENTARY~~2022, ~~DATA~~we did not have any relationships or arrangements with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

~~Consolidated~~ITEM ~~financial statements as of June 30, 2022, and 2021 were audited by Ferlita, Walsh, Gonzalez and Rodriguez, P~~8.~~A.,~~ ~~the~~FINANCIAL ~~Company’s~~STATEMENTS ~~independent~~AND ~~auditors,~~SUPPLEMENTARY ~~as indicated in their report included appearing at page F-1.~~DATA

~~INDEX~~Consolidated TOfinancial ~~FINANCIAL~~statements ~~STATEMENT~~as of June 30, 2023, and 2022 were audited by Ferlita, Walsh, Gonzalez and Rodriguez, P.A., the Company’s independent auditors, as indicated in their report included appearing at page F-1.

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Stockholders’ Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~15

~~None~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~ITEM 9A~~None. ~~CONTROLS AND PROCEDURES.~~

~~Management~~ITEM of the Company, with the participation of the Chief Executive Officer and the 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 report9A. ~~Based~~CONTROLS onAND that evaluation, management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of the date of this report, the Company’s disclosure controls and procedures were not 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, because of the identification of a certain material weakness in our internal controls over financial reporting which is identified below, which we view as an integral part of our disclosure controls and proceduresPROCEDURES.

~~Our~~Management ~~management~~of the Company, ~~including~~with ~~our~~the participation of the Chief Executive Officer and ~~our~~the Chief Financial Officer, ~~does~~has ~~not~~conducted ~~expect~~an ~~that~~evaluation ~~our~~of ~~disclosure~~the ~~controls~~effectiveness ~~and~~of ~~procedures~~the orCompany’s ~~our~~disclosure ~~internal~~ controls ~~over~~and ~~financial~~procedures ~~reporting~~pursuant ~~will,~~to inRule ~~all~~13a-15 ~~instances,~~under ~~prevent~~the ~~all~~Securities ~~errors~~Exchange ~~and~~Act ~~all~~of ~~fraud. A control system~~1934, noas ~~matter~~of ~~how~~the ~~well~~end ~~conceived~~of orthe ~~operated,~~period ~~can~~covered ~~only~~by ~~provide~~this ~~reasonable,~~report. ~~not~~Based ~~absolute,~~on ~~assurance~~ that ~~the~~evaluation, ~~objectives~~management, ofincluding the ~~control~~Chief ~~system~~Executive ~~are~~Officer ~~met.~~and ~~While~~Chief ~~our~~Financial ~~control~~Officer, ~~systems~~concluded ~~provide a reasonable assurance level~~that, ~~the~~as ~~design~~ of ~~our control systems reflects~~ the ~~fact~~date ~~that~~of ~~there~~this ~~are resource constraints~~report, ~~and~~ the ~~benefits~~Company’s ofdisclosure ~~such~~ controls ~~were~~and ~~considered~~procedures ~~relative~~were tonot ~~their~~effective ~~costs. Because of the inherent limitations~~ in ~~all~~ensuring ~~control systems, no evaluation of controls can provide absolute assurance~~ that all ~~control~~material ~~issues~~information ~~and~~relating ~~instances~~to ofthe ~~fraud,~~Company ifrequired ~~any,~~to ~~within~~be ~~the~~disclosed ~~financial~~in ~~reports~~this ofreport ~~the~~has ~~Company have~~ been ~~detected.~~made ~~These~~known ~~inherent~~to ~~limitations~~management ~~include the realities that judgments~~ in ~~decision-making~~a ~~can~~timely bemanner ~~faulty,~~ and ensuring that ~~breakdowns~~this ~~can~~information ~~occur~~is ~~because~~recorded, ~~of simple errors or mistakes. Additionally~~processed, asummarized ~~control~~and ~~can~~reported bewithin ~~circumvented by~~ the ~~individual~~time ~~act~~periods ofspecified ~~some~~in ~~person,~~the ~~by collusion of two or more persons, or by management~~SEC’s ~~override~~rules ofand aregulations, ~~specific~~because ~~control. The design~~ of ~~any~~the ~~system~~identification of ~~controls~~a iscertain ~~also~~material ~~based~~weakness in ~~part~~our oninternal ~~certain~~controls ~~assumptions~~over ~~about~~financial ~~the~~reporting ~~likelihood~~which ofis ~~future~~identified ~~events~~below, ~~and~~which ~~there~~we ~~can~~view beas noan ~~assurance~~integral ~~that~~part ~~any design will succeed in achieving its stated goals under all potential future conditions. Because~~ of ~~the~~our ~~inherent~~disclosure ~~limitations~~controls ~~in a cost-effective control system, misstatements due to error or fraud may occur~~ and ~~not be detected~~procedures.

~~(a)~~Our ~~Management’s~~management, ~~annual~~including ~~report~~our onChief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal ~~control~~controls over financial reporting. ~~Our~~will, ~~management~~in isall ~~responsible~~instances, ~~for~~prevent ~~establishing~~all errors and ~~maintaining~~all ~~adequate~~fraud. ~~internal~~A control ~~over~~system, ~~financial~~no ~~reporting~~matter ~~for~~how well conceived or operated, can only provide reasonable, not absolute, assurance that the ~~Company~~objectives of the control system are met. ~~The~~While ~~Company’s~~our ~~internal~~control systems provide a reasonable assurance level, the design of our control systems reflects the fact that there are resource constraints, and the benefits of such controls ~~system~~were ~~was~~considered ~~designed~~relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide ~~reasonable~~absolute assurance tothat all control issues and instances of fraud, if any, within the financial reports of the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, a control can be circumvented by the individual act of some person, by collusion of two or more persons, or by management’s ~~management~~override ~~and~~of ~~board~~a specific control. The design of ~~directors~~any ~~regarding~~system of controls is also based in part on certain assumptions about the ~~preparation~~likelihood of future events, and ~~fair~~there ~~presentation~~can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of ~~published~~the ~~financial~~inherent ~~statements~~limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~All~~(a) Management’s annual report on internal control ~~systems,~~over nofinancial ~~matter~~reporting. ~~how~~Our ~~well~~management ~~designed,~~is ~~have~~responsible ~~inherent~~for ~~limitations.~~establishing ~~Therefore,~~and ~~even~~maintaining ~~those~~adequate ~~systems~~internal ~~determined~~control toover befinancial ~~effective~~reporting ~~can~~for ~~provide~~the ~~only~~Company. The Company’s internal controls system was designed to provide reasonable assurance ~~with~~to ~~respect~~the toCompany’s ~~financial~~management ~~statement~~and board of directors regarding the preparation and fair presentation of published financial statements.

16 All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, ~~2022~~2023. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework, Guidance for Smaller Public Companies. Our assessment based on those criteria concludes that, as of June 30, ~~2022~~2023, the Company’s internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (“GAAP”) rules as more fully described below. This was due to a deficiency that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be a material weakness. The matter involving internal controls and procedures that the Company’s management considers to be a material weakness under the standards of the Public Company Accounting Oversight Board in fiscal ~~2022~~2023 is inadequate segregation of duties consistent with control objectives. Management believes that this material weakness did not have an adverse effect on the Company’s financial results reported herein. We believe that this material weakness will be remedied with growth of the Company in the future and hiring of additional personnel.

The Company is committed to continuous improvement of our internal control environment and financial organization. As part of this commitment, we intend to increase our personnel resources and technical accounting expertise within the accounting function through outside assistance from accounting experts and increase our segregation of duties within the company within the limits of our existing personnel. In addition, we intend to continually evaluate our policies and procedures to keep up with and expand our internal controls and quality of financial reporting within our personnel as our company grows. We expect to involve the board of directors more during the year regarding Company operations, including annual and quarterly risk assessments, strategic planning, and financial oversight and reporting. We expect to strengthen the expertise of the board by adding future members that have financial and business expertise in our industry. We intend to add additional members to the audit committee and require the audit committee members to further their understanding of applicable rules and requirements and continue their oversight responsibility of implementing necessary and effective internal control policies and procedures. We intend to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary and as resources allow.16

~~(b)~~The ~~Attestation~~Company ~~report~~is committed to continuous improvement of our internal control environment and financial organization. As part of this commitment, we intend to increase our personnel resources and technical accounting expertise within the ~~independent~~accounting ~~registered~~function ~~public~~through outside assistance from accounting ~~firm~~experts and increase our segregation of duties within the company within the limits of our existing personnel. ~~This~~In ~~annual~~addition, ~~report~~we ~~does~~intend ~~not~~to ~~include~~continually anevaluate ~~attestation~~our ~~report~~policies and procedures to keep up with and expand our internal controls and quality of financial reporting within our personnel as our company grows. We expect to involve the ~~Company’s~~board ~~independent~~of ~~registered~~directors ~~public~~more ~~accounting~~during ~~firm~~the year regarding ~~internal~~Company ~~control~~operations, ~~over~~including annual and quarterly risk assessments, strategic planning, and financial oversight and reporting. ~~Management’s~~We ~~report~~expect ~~was~~to ~~not~~strengthen ~~subject~~the toexpertise ~~attestation~~of the board by adding future members that have financial and business expertise in our industry. We intend to add additional members to the ~~Company’s~~audit ~~independent~~committee ~~registered~~and ~~public~~require ~~accounting~~the ~~firm~~audit ~~pursuant~~committee members to ~~Item~~further ~~308(b)~~their understanding of ~~Regulation~~applicable ~~S-K~~rules and requirements and continue their oversight responsibility of implementing necessary and effective internal control policies and procedures. We intend to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary and as resources allow.

(cb) Attestation ~~Changes~~report inof ~~internal~~the ~~control~~independent ~~over~~registered ~~financial~~public ~~reporting~~accounting firm. ~~The~~This ~~Company~~annual ~~has~~report ~~eliminated~~does ~~all~~not ~~material~~include ~~weaknesses~~an ~~with~~attestation ~~the~~report ~~exception~~ of the ~~segregation~~Company’s ofindependent ~~duties~~registered ~~weakness~~public ~~noted~~accounting ~~above.~~firm ~~The~~regarding ~~Company~~internal ~~will~~control ~~not~~over befinancial ~~able~~reporting. toManagement’s ~~eliminate~~report ~~this~~was ~~material~~not ~~weakness~~subject ~~until~~to ~~such~~attestation ~~time~~by ~~as growth in~~ the ~~numbers~~Company’s ofindependent ~~employees~~registered ~~permits.~~public Asaccounting ~~the~~firm ~~Company~~pursuant ~~grows~~to ~~this~~Item ~~will~~308(b) beof ~~addressed~~Regulation S-K.

17 (c) Changes in internal control over financial reporting. The Company has eliminated all material weaknesses with the exception of the segregation of duties weakness noted above. The Company will not be able to eliminate this material weakness until such time as growth in the numbers of employees permits. As the Company grows this will be addressed.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers
		Capacities in	Director	~~Capacities in~~	~~Director~~
NAME	Age	~~Age~~Which Served	Since	~~Which Served~~	~~Since~~
Regina W. Anderson	76	75Chairwoman of the Board	2005	~~Chairwoman of the Board~~	~~2005~~
Fred W. Suggs, Jr.	76	75Director	1995	~~Director~~	~~1995~~
James B. Anderson	53	52Director, Chief Financial Officer; Procyon Vice President - Operations, AMERX Health Care Corp.	2006	~~Director, Chief Financial Officer; Procyon Vice President - Operations, AMERX Health Care Corp.~~	~~2006~~
Justice W. Anderson	46	45Director, Chief Executive Officer; Procyon, President; AMERX Health Care Corp.	2006	~~Director, Chief Executive Officer; Procyon, President; AMERX Health Care Corp.~~	~~2006~~
Dr. Paul E. Kudelko, Sr		81		Director	2013*
Joseph R. Treshler	70	Director	2013
Joseph R. Treshler		69		Director	2013
Monica L. McCullough	52	Director	2019
Monica L. McCullough		51		Director	2019
Steven McComas	56	Director	2021
Steven McComas		55		Director	2021**
George O. Borak	62	Vice President - Sales, AMERX Health Care Corp.
George O. Borak		61		Vice President - Sales, AMERX Health Care Corp.

* Dr. Kudelko resigned effective July 6, 2021.17

**Regina MrAnderson. ~~McComas~~Ms. ~~was~~Anderson ~~appointed~~has toserved ~~fill~~as Chairwoman of the Board ~~vacancy~~of ~~caused~~Directors bysince DrSeptember 2005, and as our Chief Executive Officer from November 2005 through December 2017. ~~Kudelko’s~~Ms. ~~resignation~~Anderson onhas ~~July~~38 6years experience in the medical field and 31 years of management experience. Ms. Anderson worked at Health South Rehabilitation Hospital for ten years as Outpatient Director, ~~2021~~in charge of the main outpatient center plus four satellite offices. Prior to her work at HealthSouth, Regina was Vice-President of Operations at Stuffit Direct Marketing Company from 1980 through 1989. Regina received her Masters Degree from Kansas State University in 1970.

~~Regina~~Fred ~~Anderson~~W. MsSuggs, Jr. ~~Anderson~~Mr. Suggs has served ason ~~Chairwoman~~our ~~of the~~ Board of Directors since ~~September~~1995. ~~2005,~~He ~~and~~is asa ~~our~~member ~~Chief~~of ~~Executive~~the ~~Officer~~Compensation ~~from~~committee ~~November~~and ~~2005~~Chairman ~~through~~of ~~December~~the ~~2017.~~Ethics Mscommittee. ~~Anderson~~He has 38been ~~years~~a ~~experience~~practicing attorney since 1975. He is a partner in the ~~medical~~Greenville, ~~field~~South ~~and~~Carolina 31office ~~years~~ of ~~management~~Ogletree, ~~experience.~~Deakins, ~~Ms.~~Nash, ~~Anderson~~Smoak ~~worked~~& atStewart, ~~Health~~specializing ~~South~~in ~~Rehabilitation~~labor ~~Hospital~~and ~~for~~employment ~~ten~~law. ~~years~~He has been certified as ~~Outpatient~~a ~~Director,~~specialist in ~~charge~~labor ofand ~~the~~unemployment ~~main~~law ~~outpatient~~by ~~center~~the ~~plus~~South ~~four~~Carolina ~~satellite~~Supreme ~~offices.~~Court ~~Prior~~and tois ~~her~~a ~~work~~frequent atlecturer ~~HealthSouth,~~on ~~Regina~~labor ~~was~~and ~~Vice-President~~employment oflaw ~~Operations~~issues. atMr. ~~Stuffit~~Suggs ~~Direct~~graduated ~~Marketing~~from ~~Company~~Kansas ~~from~~State ~~1980~~University ~~through~~with ~~1989~~a B.S. ~~Regina~~degree and he received ~~her~~his ~~Masters~~J.D. ~~Degree~~degree from ~~Kansas~~the ~~State~~ University inof ~~1970~~Alabama.

~~Fred~~James WB. ~~Suggs, Jr~~Anderson. Mr. ~~Suggs~~Anderson, a Director since 2006, has served onas our ~~Board~~Chief ofFinancial ~~Directors~~Officer since ~~1995~~June 2005. HeIn isaddition, afrom ~~member~~September of22, ~~the~~2005, ~~Compensation~~until ~~committee~~that ~~and~~position ~~Chairman~~was offilled ~~the~~by ~~Ethics~~Regina ~~committee.~~Anderson Heon ~~has~~November ~~been~~1, a2005, ~~practicing~~Mr. ~~attorney~~Anderson ~~since~~served ~~1975.~~as HeInterim isChief aExecutive ~~partner~~Officer. inOn ~~the~~June ~~Greenville~~28, ~~South~~2005, ~~Carolina~~Mr. ~~office~~Anderson ofwas ~~Ogletree,~~appointed ~~Deakins,~~to ~~Nash,~~serve ~~Smoak~~as &the ~~Stewart,~~President ~~specializing~~of inSirius ~~labor~~Medical ~~and~~Supply, ~~employment~~Inc. ~~law~~Since 1993, Mr. HeAnderson has been ~~certified~~involved with AMERX Health Care Corporation as aits ~~specialist~~Chief inInformation ~~labor~~Officer ~~and~~until ~~unemployment~~2005, ~~law~~when byhe ~~the~~was ~~South~~appointed ~~Carolina~~VP ~~Supreme~~of ~~Court~~Operations. ~~and~~In is1996, aMr. ~~frequent~~Anderson ~~lecturer~~became oninvolved ~~labor~~with Procyon Corporation after its merger and ~~employment~~has ~~law~~since ~~issues~~performed the duties of Vice President of Operations. Prior to Mr. ~~Suggs~~Anderson’s ~~graduated~~work ~~from~~with ~~Kansas~~the ~~State~~Company, ~~University~~he was involved with importing and exporting to Russia and Direct Mail Marketing. He received a B.S. ~~degree~~from ~~and~~the heUniversity ~~received~~of ~~his~~South JFlorida.D Mr. ~~degree~~Anderson ~~from~~is the ~~University~~son of ~~Alabama~~John C. Anderson, our late President, Chief Executive Officer and Chairman of the Board, the son of Regina Anderson, the Company’s Chairwoman of the Board and former Chief Executive Officer of Procyon, and the brother of Justice W. Anderson, our Chief Executive Officer/President of Procyon and Vice President of Marketing and the President of AMERX Health Care Corporation.

~~James~~Justice BW. Anderson. Mr. Anderson, acurrently ~~Director~~serves ~~since 2006, has served~~ as ~~our~~the Chief ~~Financial~~Executive Officer/ ~~since~~President ~~June~~for ~~2005.~~Procyon Inand ~~addition,~~President ~~from~~and ~~September~~V.P. ~~22,~~of ~~2005,~~Marketing ~~until~~for ~~that~~AMERX ~~position~~Health ~~was~~Care ~~filled~~Corporation. byHe ~~Regina~~has ~~Anderson~~served on ~~November~~Procyon's 1,Board ~~2005,~~of ~~Mr.~~Directors ~~Anderson~~since ~~served as Interim Chief Executive Officer~~2006. ~~On June 28, 2005,~~ Mr. Anderson ~~was~~served ~~appointed to serve~~ as the Vice President of ~~Sirius~~Sales ~~Medical~~for ~~Supply, Inc. Since 1993, Mr. Anderson has been involved with~~ AMERX ~~Health~~from ~~Care~~January ~~Corporation~~of as2001 ~~its~~until ~~Chief~~June ~~Information~~of ~~Officer~~2012 ~~until 2005,~~ when hethe ~~was~~new ~~appointed~~V.P. VP of ~~Operations.~~Sales Inwas ~~1996,~~hired. Mr. Anderson ~~became~~has ~~involved~~served ~~with~~on ~~Procyon~~the ~~Corporation~~Corporate ~~after~~Advisory ~~its~~Board ~~merger~~of ~~and has since performed~~ the ~~duties~~American Academy of ~~Vice~~Podiatric ~~President~~Practice ~~of Operations~~Management. ~~Prior to~~ Mr. Anderson’s ~~work~~joined ~~with~~AMERX ~~the~~in ~~Company,~~2000 heafter ~~was~~receiving ~~involved~~his ~~with importing and exporting to Russia and Direct Mail Marketing. He received a~~ B.SA. degree from the University of ~~South~~ Florida. Mr. Anderson is the son of John C. Anderson, our late President, Chief Executive Officer and Chairman of the Board, ~~the~~ son of Regina Anderson, the Company’'s Chairwoman of the Board and former Chief Executive Officer/President of Procyon, and the brother of ~~Justice~~James WB. Anderson, our Chief ~~Executive~~Financial Officer~~/President of Procyon and Vice President of Marketing and the President of AMERX Health Care Corporation~~.

18 Joseph R. Treshler. Mr. Treshler has served on the Board of Director’s since January 2013 and is a member of the Audit and Compensation Committees. Mr. Treshler served for over 25 years (until June of 2018) as the Vice President of Business Management & Development of Covanta Energy Corporation, responsible for Covanta’s asset management, business development, project implementation, client community relations, community affairs and Clean World Initiative efforts in Florida. Mr. Treshler currently serves as President & CEO of JRT Consulting Services, LLC providing consulting services to public & private clients in the Waste -to-Energy Industry. Mr. Treshler earned his B.S. degree in Chemical Engineering in 1974 from Iowa State University of Science and Technology. He is a Professional Engineer registered to practice in the State of Florida. Mr. Treshler was appointed by the Company’s Board of Directors to serve on the Audit Committee on January 8, 2013 and to serve on the Ethics Committee on June 7, 2013.

Justice W. Anderson. Mr. Anderson currently serves as the Chief Executive Officer/ President for Procyon and President and V.P. of Marketing for AMERX Health Care Corporation. He has served on Procyon's Board of Directors since 2006. Mr. Anderson served as the Vice President of Sales for AMERX from January of 2001 until June of 2012 when the new V.P. of Sales was hired. Mr. Anderson has served on the Corporate Advisory Board of the American Academy of Podiatric Practice Management. Mr. Anderson joined AMERX in 2000 after receiving his B.A. degree from the University of Florida. Mr. Anderson is the son of John C. Anderson, our late President, Chief Executive Officer and Chairman of the Board, son of Regina Anderson, the Company's Chairwoman of the Board and former Chief Executive Officer/President of Procyon and the brother of James B. Anderson, our Chief Financial Officer.18

~~Dr.~~Monica ~~Paul E~~L. ~~Kudelko, Sr~~McCullough. DrMs. ~~Kudelko~~McCullough ~~has~~serves ~~served~~ as aChairman ~~Director~~ of the ~~Company~~Audit ~~since December 2013 and as a member of the Ethics~~ Committee. DrMs. ~~Kudelko~~McCullough ~~resigned~~has ~~from~~25 ~~the~~years ~~Board~~ of ~~Directors~~accounting ~~and~~experience ~~the~~in ~~Ethics~~various ~~Committee on July 6, 2021~~capacities. ~~Dr.~~Her ~~Kudelko~~experience isincludes ~~a retired cardiovascular physician. At~~ the ~~time~~management of ~~his~~several ~~retirement~~accounting ~~in 2010~~functions, ~~Dr.~~implementation ~~Kudelko~~and ~~had~~maintenance ~~practiced~~of ~~with~~Sarbanes-Oxley ~~the~~policies ~~Clearwater Cardiovascular~~ and ~~Interventional~~procedures, ~~Consultants~~SEC ~~for the past seven years. Dr. Kudelko attended Duquesne University~~reporting, ~~graduated~~coordination ~~from the Kirksville College~~ of ~~Osteopathic~~quarterly ~~Medicine,~~ and ~~was~~annual aaudits, ~~resident~~as inwell ~~medicine~~as atimplementing ~~Detroit~~and ~~Osteopathic~~maintaining ~~Hospital~~accounting ~~and~~systems. ~~Riverside~~She ~~Hospital,~~has ~~Trenton,~~spent ~~MI.~~the ~~Dr.~~last ~~Kudelko~~8 ~~acted~~years as ~~Affiliate~~Facility ~~Assistant~~Controller ~~Professor,~~in ~~Department~~the ofwaste ~~Family~~to ~~Medicine,~~energy ~~and~~industry. ~~Department~~Ms. ofMcCullough ~~Internal~~graduated ~~Medicine,~~from at the University of South Florida ~~College~~with ofa ~~Medicine~~B.S. degree in ~~Tampa,~~Accounting FLand ~~for~~is a ~~total~~Certified ofPublic ~~approximately eleven years~~Accountant.

~~Joseph~~Steven RMcComas. ~~Treshler.~~ Mr. ~~Treshler~~McComas ~~has~~was ~~served~~appointed onto the Board of ~~Director’s~~Directors ~~since~~by ~~January~~a ~~2013~~unanimous ~~and~~vote isof athe ~~member~~Board ofon ~~the~~July ~~Audit~~17, ~~and~~2021. ~~Compensation~~He ~~Committees~~was also appointed to serve on the Ethics Committee. Mr. ~~Treshler~~McComas ~~served~~brings ~~for~~to ~~over~~the 25Company’s ~~years~~Board ~~(until~~significant ~~June~~experience ofacting ~~2018)~~ as ~~the~~an ~~Vice~~executive ~~President~~officer of ~~Business~~several ~~Management~~companies. &Mr. ~~Development~~McComas is an executive with thirty years of ~~Covanta~~global ~~Energy~~experience ~~Corporation,~~in ~~responsible~~a ~~for~~variety ~~Covanta’s~~of ~~asset~~financial management, business ~~development,~~leadership ~~project~~and ~~implementation~~corporate strategy. Currently, ~~client~~Mr. ~~community~~McComas ~~relations~~is the Chief Executive Officer for Responsive Technology Partners, ~~community~~Inc. ~~affairs~~a managed information technology consulting and ~~Clean~~services ~~World~~firm ~~Initiative~~operating ~~efforts~~throughout the Southeastern United States with offices in Metter, Vidalia, Atlanta, Athens, and Milledgeville Georgia, Raleigh, North Carolina and Tampa, Florida. Under Mr. ~~Treshler~~McComas’ ~~currently~~leadership, ~~serves~~Responsive asTechnology ~~President~~Partners, &Inc. ~~CEO~~has ofquickly ~~JRT~~grown ~~Consulting~~to ~~Services,~~a ~~LLC~~ranking ~~providing~~by ~~consulting~~Inc. ~~services~~Magazines’ to5000 ~~public~~as &the 630 fastest-growing private ~~clients~~companies in ~~the~~America ~~Waste~~in ~~-to-Energy Industry~~2020. Mr. ~~Treshler~~McComas ~~earned~~also ~~his~~serves ~~B.S.~~as ~~degree~~the inChief ~~Chemical~~Financial ~~Engineering~~Officer infor ~~1974~~Pineland ~~from~~Telephone ~~Iowa~~Cooperative, ~~State~~Inc., ~~University~~a ofrural ~~Science~~telephone, and ~~Technology.~~broadband Hecooperative isbased ain ~~Professional~~Metter, ~~Engineer~~Georgia ~~registered~~and tois ~~practice~~responsible infor all the ~~State~~company’s offinancial ~~Florida~~functions. Before Pineland, Mr. ~~Treshler~~McComas ~~was~~had ~~appointed~~served byas a Vice President of Finance for an operating subsidiary of the ~~Company~~world’s ~~Board~~largest publicly traded Thailand-based company engaged in the manufacturing and exporting of ~~Directors~~pet tofoods ~~serve~~in onthe world. He was also the ~~Audit~~North ~~Committee~~American onDirector ~~January~~of 8Indirect Purchasing for a publicly traded world leader in outdoor power products for forestry, ~~2013~~lawn and togarden ~~serve~~care onheadquartered in Stockholm, Sweden. Mr. McComas also was the ~~Ethics~~Chief ~~Committee~~Financial onOfficer ~~June~~in 7,commercial ~~2013~~banking and private equity.

~~Monica~~George LO. ~~McCullough~~Borak. MsGeorge O. ~~McCullough~~Borak ~~serves~~Mr. Borak joined AMERX Health Care as ~~Chairman~~Vice President of ~~the~~Sales ~~Audit~~in ~~Committee~~June of 2012. MsMr. ~~McCullough~~Borak has 2534 years of ~~accounting~~ experience in ~~various~~the ~~capacities.~~medical ~~Her~~field ~~experience~~and ~~includes~~23 ~~the~~years ~~management~~in ofsales ~~several~~management. ~~accounting~~Most ~~functions~~recently, ~~implementation~~he ~~and~~was ~~maintenance~~Vice President of ~~Sarbanes-Oxley~~Sales ~~policies~~ and ~~procedures,~~Marketing ~~SEC~~for ~~reporting,~~Darco ~~coordination~~International ofwhere ~~quarterly~~his ~~and~~duties ~~annual~~included ~~audits~~managing Sales, asMarketing, ~~well~~Customer asService, ~~implementing~~OEM and ~~maintaining~~International ~~accounting systems~~Sales. ~~She~~Prior ~~has~~to ~~spent~~that ~~the~~he ~~last~~was 8in ~~years~~sales asand ~~Facility~~sales ~~Controller~~management infor ~~the~~several ~~waste~~orthopedic ~~to energy industry~~companies. MsMr. ~~McCullough~~Borak ~~graduated~~earned his Bachelors of Science degree in Marketing Management from ~~the~~Youngstown State University ofin ~~South~~1983, ~~Florida~~while ~~with~~working as a ~~B.S.~~clinician ~~degree~~ in ~~Accounting~~the Emergency and isOrthopedic aDepartments ~~Certified~~of ~~Public~~a ~~Accountant~~local hospital.

~~Steven~~Compliance McComas. Mr. McComas was appointed to the Board of Directors by a unanimous vote of the Board on July 17, 2021. He was also appointed to serve on the Ethics Committee. Mr. McComas brings to the Company’s Board significant experience acting as an executive officer of several companies. Mr. McComas is an executive with ~~thirty~~Section ~~years of global experience in~~ 16(a) ~~variety~~ of ~~financial management, business leadership and corporate strategy. Currently, Mr. McComas is~~ the ~~Chief~~Exchange Executive Officer for Responsive Technology Partners, Inc. a managed information technology consulting and services firm operating throughout the Southeastern United States with offices in Metter, Vidalia, Atlanta, Athens, and Milledgeville Georgia, Raleigh, North Carolina and Tampa, Florida. Under Mr. McComas’ leadership, Responsive Technology Partners, Inc. has quickly grown to a ranking by Inc. Magazines’ 5000 as the 630 fastest-growing private companies in America in 2020. Mr. McComas also serves as the Chief Financial Officer for Pineland Telephone Cooperative, Inc., a rural telephone, and broadband cooperative based in Metter, Georgia and is responsible for all the company’s financial functions. Before Pineland, Mr. McComas had served as a Vice President of Finance for an operating subsidiary of the world’s largest publicly traded Thailand-based company engaged in the manufacturing and exporting of pet foods in the world. He was also the North American Director of Indirect Purchasing for a publicly traded world leader in outdoor power products for forestry, lawn and garden care headquartered in Stockholm, Sweden. Mr. McComas also was the Chief Financial Officer in commercial banking and private equity.Act

~~George~~Under O.the ~~Borak.~~securities ~~George~~laws O.of ~~Borak~~the ~~Mr.~~United ~~Borak~~States, ~~joined~~our ~~AMERX~~directors, ~~Health~~executive ~~Care~~officers, asand ~~Vice~~any ~~President~~persons ofholding ~~Sales~~more inthan ~~June~~ten percent of ~~2012.~~our ~~Mr.~~Common ~~Borak~~Stock ~~has~~are 34required ~~years~~to ofreport ~~experience~~their ininitial ownership of the ~~medical~~Company’s ~~field~~Common Stock and 23any ~~years~~subsequent changes in ~~sales~~that ~~management.~~ownership ~~Most~~to ~~recently,~~the heSecurities ~~was~~and ~~Vice~~Exchange ~~President~~Commission ofand ~~Sales~~the ~~and~~Company. ~~Marketing~~Specific due dates for ~~Darco~~these ~~International~~reports ~~where~~have ~~his~~been ~~duties~~established ~~included~~and ~~managing~~we ~~Sales,~~are ~~Marketing,~~required ~~Customer~~to ~~Service~~disclose any failure to file, ~~OEM~~or ~~and~~late ~~International~~filing, ~~Sales.~~of ~~Prior~~such toreports. ~~that~~Based hesolely ~~was~~on inour ~~sales~~review ~~and~~of ~~sales~~the ~~management~~reports ~~for~~and ~~several~~amendments ~~orthopedic~~thereto ~~companies.~~furnished ~~Mr.~~to ~~Borak~~the ~~earned~~Company ~~his~~and ~~Bachelors~~written ofrepresentations ~~Science~~that ~~degree~~all inreports ~~Marketing~~that ~~Management~~were ~~from~~required ~~Youngstown~~to ~~State~~be ~~University~~filed in ~~1983~~fiscal 2023, ~~while~~our ~~working~~officers, asdirectors aand ~~clinician~~beneficial inowners ~~the~~of ~~Emergency~~more ~~and~~than ~~Orthopedic~~ten ~~Departments~~percent of its Common Stock complied with all Section 16(a) ~~local~~filing ~~hospital~~requirements.

~~Compliance~~Committees ~~with Section 16(a)~~ of the ~~Exchange Act~~ Board

~~Under~~The ~~the~~Board ~~securities laws~~ of ~~the~~Directors ~~United~~has ~~States,~~delegated ~~our~~certain ~~directors, executive officers, and any persons holding more than ten percent~~ of ~~our~~its ~~Common~~authority ~~Stock are required~~ to ~~report~~an ~~their~~Audit initial ownership of the Company’s Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission and the Company. Specific due dates for these reports have been established and we are required to disclose any failure to fileCommittee, orCompensation ~~late~~Committee ~~filing, of such reports. Based solely on our review of the reports~~ and ~~amendments~~an ~~thereto~~Ethics furnished to the Company and written representations that all reports that were required to be filed in fiscal 2022, our officers, directors and beneficial owners of more than ten percent of its Common Stock complied with all Section 16(a) filing requirementsCommittee.

~~Committees~~The Compensation Committee is composed of Messrs. Suggs (Chairman) and Treshler. No member of the Compensation Committee is a former or current officer or employee of the Company. The primary function of the Compensation Committee is to review and make recommendations to the Board with respect to the compensation, including bonuses, of the Company's officers and to administer the Company’s Option Plan. The Board of Directors adopted a Compensation Committee Charter during the 2008 fiscal year. The charter for the compensation committee may be viewed on the company website (www.procyoncorp.com).

The Company formed an Audit Committee in July 2004. In January 2013, the Board ofappointed ~~Directors~~Joseph ~~has~~R. ~~delegated~~Treshler ~~certain~~as director and a member of ~~its~~the ~~authority~~Audit Committee. In November 2019, the Board appointed Monica L. McCullough Audit Committee member and Chair. The Board believes that Ms. McCullough and Mr. Treshler are independent pursuant to The NASDAQ Stock Market, Inc. (“NASDAQ”) rules and both Ms. McCullough and Treshler also meet the requirements of an audit committee financial expert. In addition, we have determined that Ms. McCullouh and Mr. Treshler are also independent within the meaning of SEC Rule 10A-3(b)(1). The function of the Audit Committee is to review and approve the scope of audit procedures employed and to review and approve the audit reports rendered by the Company's independent auditors and to approve the audit fees charged by the independent auditors. In addition, ~~Compensation~~pursuant to the Sarbanes-Oxley Act of 2002 and rules promulgated thereunder, the Audit Committee is responsible for, among other things, pre-approving all audit and annon-audit ~~Ethics~~services performed by the independent auditors, approving the engagement of the auditors and receiving certain reports from the independent auditors prior to the filing of the audit report. The Audit Committee reports to the Board of Directors with respect to such matters and recommends the selection of independent auditors. The Audit Committee adopted a charter in October 2006, which may be viewed on the Company website (www.procyoncorp.com).

The ~~Compensation~~Company ~~Committee~~also isformed ~~composed~~an Ethics Committee of the board members in 2004. The members are Messrs. Suggs (Chairman) and ~~Treshler.~~Kudelko, Nothrough ~~member~~his ofresignation ~~the~~on ~~Compensation~~July ~~Committee~~6, is2021. aThe ~~former~~charter orfor ~~current~~the ~~officer~~ethics orcommittee ~~employee~~may ofbe viewed on the ~~Company~~company website (www.procyoncorp.com). The ~~primary~~ function of the ~~Compensation~~Ethics Committee is to ~~review~~oversee ~~and~~officers, ~~make~~directors ~~recommendations~~and toemployees ~~the~~in ~~Board~~conducting ~~with~~business ~~respect~~on tobehalf of the ~~compensation,~~Company ~~including~~in ~~bonuses,~~an ofhonest ~~the~~and ~~Company's~~ethical ~~officers~~manner. ~~and~~The toEthics ~~administer~~Committee ~~the~~is ~~Company’s~~responsible ~~Option~~for ~~Plan.~~monitoring ~~The~~and ~~Board~~reporting ofany ~~Directors~~possible ~~adopted~~violations aof ~~Compensation~~the ~~Committee~~Code ~~Charter~~of ~~during~~Ethics to the ~~2008~~Board ~~fiscal~~of ~~year~~Directors. ~~The~~Mr. ~~charter~~McComas ~~for~~assumed the ~~compensation~~role ~~committee~~vacated ~~may~~by beDr. ~~viewed~~Kudelko on the ~~company~~ethics ~~website~~committee ~~(www~~in fiscal 2022.~~procyoncorp.com).~~

The Company ~~formed~~does annot ~~Audit~~have ~~Committee~~a inNominating ~~July 2004~~Committee. ~~In January 2013~~However, the ~~Board~~entire ~~appointed~~board ~~Joseph~~of R.directors, ~~Treshler~~which asis ~~director~~comprised ~~and~~of a ~~member~~majority of ~~the Audit Committee. In November 2019, the Board appointed Monica L. McCullough Audit Committee member and Chair. The Board believes that Ms. McCullough and Mr. Treshler are~~ independent ~~pursuant to The NASDAQ Stock Market~~directors, ~~Inc.~~performs ~~(“NASDAQ”) rules and both Ms. McCullough and Treshler also meet~~ the ~~requirements~~function of ana ~~audit~~nominating committee ~~financial expert~~. InThere ~~addition, we~~ have ~~determined~~been ~~that~~no ~~Ms.~~material ~~McCullouh~~changes ~~and Mr. Treshler are also independent within the meaning of SEC Rule 10A-3(b)(1). The function of the Audit Committee is~~ to ~~review and approve~~ the ~~scope of audit~~ procedures ~~employed and to review and approve the audit reports rendered~~ by ~~the~~which ~~Company's~~security ~~independent~~holders ~~auditors~~may ~~and~~recommend tonominees ~~approve the audit fees charged by the independent auditors. In addition, pursuant~~ to ~~the~~our ~~Sarbanes-Oxley~~board ~~Act~~ of 2002 and rules promulgated thereunder, the Audit Committee is responsible for, among other things, pre-approving all audit and non-audit services performed by the independent auditors, approving the engagement of the auditors and receiving certain reports from the independent auditors prior to the filing of the audit reportdirectors. The Audit Committee reports to the Board of Directors with respect to such matters and recommends the selection of independent auditors. The Audit Committee adopted a charter in October 2006, which may be viewed on the Company website (www.procyoncorp.com).

~~The~~In ~~Company~~fiscal ~~also~~2023, ~~formed~~the anBoard ~~Ethics Committee~~ of ~~the~~Directors ~~board~~held ~~members~~four informal ~~2004~~meetings. ~~The~~A ~~members~~majority ~~are~~of ~~Messrs.~~directors ~~Suggs~~attended ~~(Chairman)~~each ~~and~~meeting ~~Kudelko,~~in ~~through~~person ~~his~~or ~~resignation~~by ~~on July 6, 2021~~telephone. The ~~charter~~Compensation ~~for~~Committee ~~the~~held ~~ethics~~six ~~committee~~meetings ~~may~~during befiscal ~~viewed on the company website (www~~2023.~~procyoncorp.com).~~ The ~~function~~Audit ~~of the Ethics~~ Committee isheld tofive ~~oversee~~meetings ~~officers,~~during ~~directors~~fiscal ~~and employees in conducting business on behalf of the Company in an honest and ethical manner~~2023. The Ethics Committee isheld ~~responsible~~one ~~for~~meeting ~~monitoring~~during ~~and reporting any possible violations of the Code of Ethics to the Board of Directors. Mr. McComas assumed the role vacated by Dr. Kudelko on the ethics committee in~~ fiscal ~~2022~~2023.

~~The~~Code ~~Company does not have a Nominating Committee. However, the entire board~~ of ~~directors,~~Ethics ~~which~~for isSenior ~~comprised~~Financial of a majority of independent directors, performs the function of a nominating committee. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.Officers

InThe ~~fiscal~~Company ~~2022,~~has ~~the~~adopted ~~Board~~a Code of ~~Directors~~Ethics ~~held~~for ~~four~~Senior ~~formal~~Financial ~~meetings~~Officers. AThe ~~majority~~Code of ~~directors~~Ethics ~~attended~~applies ~~each~~to ~~meeting~~all insenior ~~person~~financial orofficers byof ~~telephone.~~the ~~The~~Company, ~~Compensation~~including ~~Committee~~the ~~held~~Chief ~~six~~Executive ~~meetings~~Officer, ~~during~~the ~~fiscal~~Chief ~~2022.~~Financial ~~The~~Officer, ~~Audit~~the ~~Committee~~Treasurer ~~held~~and ~~five~~any ~~meetings~~other ~~during~~person ~~fiscal~~performing ~~2022~~similar functions. ~~The~~A copy of the Code of Ethics ~~Committee~~may ~~held~~be ~~one~~viewed ~~meeting~~on ~~during~~our ~~fiscal~~website, ~~2022~~at www.procyoncorp.com.

~~Code~~ITEM of11. ~~Ethics~~EXECUTIVE ~~for Senior Financial Officers~~COMPENSATION.

~~The~~Summary ~~Company~~Compensation ~~has~~Table. ~~adopted~~The afollowing ~~Code~~table ofsets ~~Ethics~~forth ~~for~~compensation ~~Senior~~information ~~Financial~~for ~~Officers.~~the ~~The~~two ~~Code~~fiscal ofyears ~~Ethics~~ended ~~applies~~June to30, ~~all~~2023 ~~senior~~and ~~financial~~2022 ~~officers~~ of the Company,’s ~~including the~~ Chief Executive Officer, ~~the~~ Chief Financial Officer, the ~~Treasurer~~President and ~~any~~Vice ~~other~~President ~~person~~of ~~performing~~Sales ~~similar~~of ~~functions.~~our Asubsidiary, ~~copy~~AMERX ofHealth Care Corp. (the ~~Code~~“Named ofExecutive ~~Ethics~~Officers”). ~~may~~Elements beof ~~viewed~~compensation onfor our ~~website~~Named Executive Officers include salary, atdiscretionary ~~www~~cash bonuses, stock option awards and other prerequisites and benefits.~~procyoncorp~~ We do not have a pension plan and do not offer non-qualified deferred compensation arrangements.~~com.~~

ITEM 11. EXECUTIVE COMPENSATION.

Name and Principal Position	Year	Salary($)		Bonus($)		Option Awards ($)		Non-equity incentive plan compensation ($)(2)		All Other Compensation ($)		Total($)
Justice W. Anderson,	2023	$	285,212	$	4,898	$	0	$	0	$	0	$	290,110
President (AMERX )	2022	$	260,755	$	79,521	$	0	$	0	$	0	$	340,276
CEO & President
(Procyon)
James B. Anderson,	2023	$	207,750	$	4,254		0	$	0	$	0	$	212,004
Chief Financial Officer,	2022	$	190,200	$	47,728		0	$	0	$	0	$	237,928
Vice Pres. of
Operations (AMERX )
George O Borak,	2023	$	203,970	$	2,990		0	$	0	$	0	$	206,960
Vice Pres. Of Sales	2022	$	186,600	$	50,886		0	$	0	$	0	$	237,486
(AMERX )

~~Summary Compensation Table~~1. ~~The~~Aggregate ~~following~~grant ~~table~~date ~~sets~~fair forth compensation information for the two fiscal years ended June 30, 2022 and 2021 of the Company’s Chief Executive Officer, Chief Financial Officer, the President and Vice President of Sales of our subsidiary, AMERX Health Care Corpvalue. ~~(the “Named Executive Officers”). Elements of compensation for our Named Executive Officers include salary~~25,000 ~~discretionary~~options ~~cash~~granted ~~bonuses,~~with ~~stock option awards and other prerequisites and benefits~~$0.373 Weexercise ~~do not have a pension plan and do not offer non-qualified deferred compensation arrangements~~price.

Name and Principal Position	Year	Salary($)		Bonus($)		Option Awards ($)			Non-equity incentive plan compensation ($)(2)		All Other Compensation ($)		Total($)
Justice W. Anderson,	2022	$	260,755	$	79,521	$	0		$	0	$	0	$	340,276
President (AMERX ) CEO & President (Procyon)	2021	$	251,354	$	0	$	9,840	(1)	$	26,377	$	0	$	287,571
James B. Anderson,	2022	$	190,200	$	47,728		0		$	0	$	0	$	237,928
Chief Financial Officer, Vice Pres. of Operations (AMERX )	2021	$	183,135	$	0		9,840	(1)	$	20,883	$	0	$	213,858
George O Borak,	2022	$	186,600	$	50,886		0		$	0	$	0	$	237,486
Vice Pres. Of Sales (AMERX )	2021	$	178,858	$	0		0		$	12,176	$	0	$	191,034

Profit sharing earned in fiscal 2021/2022 respectively, but paid on or about September 1, 2021/2022 respectively.

~~1. Aggregate grant date fair value. 25,000 options granted with $0.373 exercise price.~~21

2.Narrative ~~Profit~~Disclosure ~~sharing~~to ~~earned~~Summary inCompensation ~~fiscal 2021/2022 respectively, but paid on or about September 1, 2021/2022 respectively.~~Table

21 Named Executive Officer's Employment Contracts

~~Narrative~~Justice ~~Disclosure~~W. toAnderson's ~~Summary~~Restated ~~Compensation~~and ~~Table~~Amended Executive Employment Agreement, which is effective July 1, 2023, provides for a base annual salary of $283,343 and other benefits, including certain incentive bonus compensation based upon Amerx achieving certain financial goals for sales and net profit and at the discretion of the Board of Directors. Mr. Anderson's Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day's written notice.

~~Named~~James ~~Executive~~B. ~~Officer~~Anderson's Restated and Amended Executive Employment ~~Contracts~~Agreement, which is effective July 1, 2023, provides for a base annual salary of $206,388 and other benefits, including short-term and long-term incentive bonus compensation based upon Amerx achieving certain operational and financial goals and at the discretion of the Board of Directors. Mr. Anderson's Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day's written notice.

~~Justice~~George ~~W. Anderson~~Borak's Restated and Amended Executive Employment Agreement, which is effective July 1, ~~2022~~2023, provides for a base annual salary of $~~269~~206,~~850~~388 and other benefits, including certain incentive bonus compensation based upon Amerx achieving certain financial goals for sales and net profit and at the discretion of the Board of Directors. Mr. ~~Anderson~~Borak's Agreement calls for a term of one year, but may be terminated by either party, with or without cause, upon thirty day's written notice.

~~James~~An ~~B. Anderson's Restated and Amended Executive Employment~~ Agreement, ~~which~~to isgrant ~~effective July 1~~25,000 ~~2022,~~options ~~provides~~to ~~for~~purchase acommon ~~base~~stock ~~annual~~was ~~salary~~executed ofand ~~$196,560~~delivered ~~and~~to ~~other~~Justice ~~benefits~~Anderson, ~~including~~pursuant ~~short-term~~to ~~and~~his ~~long-term~~Restated ~~incentive bonus compensation based upon Amerx achieving certain operational~~ and ~~financial~~Amended ~~goals~~Executive ~~and~~Employment ~~at the discretion of the Board of Directors. Mr. Anderson's~~ Agreement ~~calls~~dated ~~for~~July a1, ~~term~~2020 ofon ~~one~~September ~~year~~24, 2021, but ~~may~~was begranted ~~terminated~~and byeffective ~~either~~on ~~party,~~June ~~with or without cause~~30, ~~upon thirty day's written notice~~2021.

~~George~~An ~~Borak's Restated and Amended Executive Employment~~ Agreement, ~~which~~to isgrant ~~effective July 1~~25,000 ~~2022,~~options ~~provides~~to ~~for~~purchase acommon ~~base~~stock ~~annual~~was ~~salary~~executed ofand ~~$196,560~~delivered ~~and~~to ~~other~~James ~~benefits~~Anderson, ~~including~~pursuant ~~certain~~to ~~incentive~~his ~~bonus~~Restated ~~compensation based upon Amerx achieving certain financial goals for sales~~ and ~~net~~Amended ~~profit~~Executive ~~and~~Employment ~~at the discretion of the Board of Directors. Mr. Borak's~~ Agreement ~~calls~~dated ~~for~~July a1, ~~term~~2020 ofon ~~one~~September ~~year~~24, 2021, but ~~may~~was begranted ~~terminated~~and byeffective ~~either~~on ~~party,~~June ~~with or without cause~~30, ~~upon thirty day's written notice~~2021.

AnOutstanding ~~Agreement~~Equity to grant 25,000 options to purchase common stock was executed and delivered to Justice Anderson, pursuant to his Restated and Amended Executive Employment Agreement dated July 1, 2020 on September 24, 2021, but was granted and effective on June 30, 2021.Awards

An Agreement to grant 2540,000 ~~options~~Options to purchase common stock was executed and delivered to ~~James~~Justice Anderson, pursuant to his ~~Restated~~executive ~~and~~employment ~~Amended Executive Employment Agreement dated July 1~~agreement, ~~2020~~ on September 2427, ~~2021~~2016, but ~~was~~with ~~granted~~a ~~and~~grant ~~effective~~date onof June 30, ~~2021~~2016.

~~Outstanding~~An ~~Equity~~Agreement ~~Awards~~to grant 25,000 Options to purchase common stock was executed and delivered to Justice Anderson, pursuant to his executive employment agreement, on August 23, 2017, but with a grant date of June 30, 2017.

An Agreement to grant 40,000 Options to purchase common stock was executed and delivered to Justice Anderson, pursuant to his executive employment agreement, on September 27, 2016, but with a grant date of June 30, 2016.22

22 Compensation of Directors

AnNo ~~Agreement~~employee toof ~~grant~~the ~~25,000~~Company ~~Options~~receives toany ~~purchase~~additional ~~common~~compensation ~~stock~~for ~~was~~his ~~executed~~services as a director. Non- employee directors receive compensation for his/her service. This compensation is based on meetings attended and ~~delivered~~committees tochaired ~~Justice~~and ~~Anderson~~is paid in common stock options, restricted common shares or cash pursuant to ~~his~~our ~~executive~~Compensation ~~employment~~Plan ~~agreement,~~for onOutside ~~August~~Directors. ~~23,~~The ~~2017,~~Board ~~but~~of ~~with~~Directors ahas ~~grant~~authorized ~~date~~payment of ~~June~~reasonable ~~30,~~travel ~~2017~~or other out-of-pocket expenses incurred by non-management directors in attending meetings of the Board of Directors.

~~Compensation~~Stock ofOption ~~Directors~~Plan

NoThe ~~employee~~Company ofmaintains the ~~Company~~Procyon ~~receives~~Corporation ~~any~~2009 ~~additional~~Stock ~~compensation~~Option Plan for ~~his~~Option ~~services~~grants asprior ato ~~director.~~the NoPlan’s ~~non-employee~~expiration ~~director~~in ~~receives~~December ~~any~~2019. ~~compensation~~Our ~~for~~shareholders ~~his~~approved ~~service; however,~~ the ~~Board~~Procyon ofCorporation ~~Directors~~2020 ~~has~~Stock ~~authorized~~Option ~~payment~~and ofIncentive ~~reasonable~~Plan ~~travel~~(the or“2020 ~~other~~Option ~~out-of-pocket~~Plan”) ~~expenses incurred by non-management directors~~ in ~~attending~~November ~~meetings of the Board of Directors~~2020. ~~The Board of Directors may consider alternative director compensation arrangements from time to time.~~

The Procyon Corporation 2009 Stock Option Plan (the "2009 Option Plan") was approved by our shareholders on December 8, 2009. Pursuant to the terms of the 2009 Option Plan, the plan expired on December 8, 2019.

~~The~~No ~~Company~~further ~~maintains~~options ~~the~~or ~~Procyon~~other ~~Corporation~~awards ~~2009~~may ~~Stock~~be ~~Option~~granted ~~Plan~~under ~~for Option grants prior to~~ the ~~Plan’s~~2009 ~~expiration in December 2019. Our shareholders approved the Procyon Corporation 2020 Stock~~ Option ~~and Incentive~~ Plan ~~(the “2020 Option Plan”) in November 2020~~.

~~The~~As ~~Procyon~~of ~~Corporation~~June ~~2009~~30, ~~Stock~~2023, ~~Option~~65,000 ~~Plan~~Options (to purchase common stock have been awarded to Justice Anderson under the "2009 Option Plan"), ~~was~~pursuant ~~approved~~to bythe ~~our~~terms ~~shareholders~~of onhis ~~December~~employment 8agreements, ~~2009~~effective October 1, 2015 and July 1, 2016, respectively. ~~Pursuant~~These tooptions ~~the~~expire ~~terms~~on October 1, 2025 and July 1, 2026, respectively. The 1,000,000 shares of common stock that have been reserved for the 2009 Option Plan (250,000 recently issued for Non-Qualified Stock Options) have not been registered under the ~~plan~~Securities ~~expired~~Act onof ~~December~~1933. 8,We ~~2019~~have no present plans to register such shares.

NoOn ~~further~~September ~~options~~22, or2020, ~~other~~our ~~awards~~Board ~~may~~of beDirectors ~~granted~~and ~~under~~Compensation Committee approved a new Procyon Corporation 2020 Stock Option and Incentive Plan (the ~~2009~~"2020 Option Plan"), and recommended that the shareholders approve the plan in the annual meeting of shareholders in November, 2020. The plan was approved during the Annual meeting in November, 2020.

AsThe purpose of ~~June~~the ~~30,~~2020 ~~2022,~~Option ~~65,000~~Plan ~~Options~~is to ~~purchase~~advance ~~common~~the ~~stock~~interests ~~have~~of ~~been~~the ~~awarded~~Company’s tostockholders ~~Justice~~by ~~Anderson~~enhancing ~~under~~ the ~~2009~~Company’s ~~Option~~ability ~~Plan, pursuant~~ to ~~the~~attract ~~terms~~and ofretain ~~his~~employees ~~employment~~(including ~~agreements~~officers), ~~effective~~directors ~~October~~and 1,independent ~~2015~~contractors ~~and~~of ~~July~~the 1Company, ~~2016,~~and ~~respectively.~~to ~~These~~furnish ~~options~~additional ~~expire~~incentives onto ~~October~~such 1,persons ~~2025~~to ~~and~~enhance ~~July~~the 1,value ~~2026,~~of ~~respectively.~~the ~~The~~Company ~~1,000,000~~over ~~shares~~the oflong ~~common~~term ~~stock~~by ~~that~~encouraging ~~have~~them ~~been~~to ~~reserved~~acquire ~~for~~a ~~the~~proprietary ~~2009~~interest ~~Option~~in ~~Plan~~the ~~(250~~Company. Employees,~~000~~ ~~recently~~Consultants ~~issued~~and ~~for~~Directors ~~Non-Qualified~~of ~~Stock~~the ~~Options)~~Company ~~have~~are ~~not~~eligible ~~been~~to ~~registered~~be granted Awards under the ~~Securities~~2020 ~~Act~~Option ofPlan, ~~1933.~~subject Weto ~~have~~the nolimitations ~~present~~described ~~plans~~in tothe ~~register such shares~~Plan.

OnThe ~~September 22,~~ 2020, ~~our Board of Directors and Compensation Committee approved a new Procyon Corporation 2020 Stock~~ Option ~~and Incentive~~ Plan ~~(the~~is ~~"2020~~to ~~Option~~be ~~Plan"),~~administered ~~and~~by ~~recommended that~~ the ~~shareholders~~Compensation ~~approve~~Committee (the ~~plan in the annual meeting of shareholders in November, 2020~~“Administrator”). ~~The plan was approved during the Annual meeting in November, 2020.~~

The ~~purpose~~2020 ofOption Plan provides for the ~~2020~~granting ~~Option~~of ~~Plan~~Incentive isStock toOptions, ~~advance~~meeting the ~~interests~~requirements of ~~the~~422 ~~Company’s~~of ~~stockholders~~the byInternal ~~enhancing~~Revenue Code (the ~~Company’s~~“Code”), ~~ability~~Non-Qualified toStock ~~attract~~Options, ~~and~~which ~~retain~~do ~~employees~~not ~~(including~~qualify ~~officers~~as Incentive Stock Options, Stock Appreciation Rights (“SARs”), ~~directors~~Restricted ~~and~~Stock, ~~independent~~Restricted ~~contractors~~Stock ofUnits, ~~the~~or ~~Company~~Other Stock-Based Awards (together, ~~and~~an to“Award”). ~~furnish~~An ~~additional~~SAR ~~incentives~~is an Award entitling the recipient to ~~such~~receive ~~persons~~shares of Common Stock having a value equal to ~~enhance~~the excess of the ~~value~~Fair Market Value of the ~~Company~~Stock on the date of exercise over the ~~long~~exercise ~~term~~price of the Stock Appreciation Right multiplied by ~~encouraging~~the ~~them~~number toof ~~acquire~~shares aof ~~proprietary~~Stock ~~interest~~with inrespect to which the ~~Company~~Stock Appreciation Right shall have been exercised. ~~Employees~~“Restricted Stock Unit” means an unfunded, ~~Consultants~~unsecured ~~and~~right ~~Directors~~to ofreceive, on the ~~Company~~applicable ~~are~~settlement ~~eligible~~date, toone beShare ~~granted~~or ~~Awards~~an ~~under~~amount in cash or other consideration determined by the ~~2020~~Administrator ~~Option~~equal ~~Plan~~to the value thereof as of such payment date, which right may be subject to ~~the~~certain ~~limitations~~vesting ~~described~~conditions and other restrictions. “Other Stock-Based Awards” means other Awards of Shares, and other Awards that are valued in ~~the~~whole ~~Plan~~or in part by reference to, or are otherwise based on, Shares or other property.

~~The 2020 Option Plan is to be administered by the Compensation Committee (the “Administrator”).~~23

23 The Board of Directors has authorized the issuance of 2,000,000 shares of Common Stock to underlie the granting of Awards under the 2020 Option Plan. The 2,000,000 shares of Common Stock that have been reserved for the 2020 Option Plan have not been registered under the Securities Act of 1933. We have no present plans to register such shares.

~~The~~Effective ~~2020~~June ~~Option~~30, ~~Plan provides for the granting of Incentive Stock Options~~2021, ~~meeting~~ the ~~requirements~~Company ofgranted ~~422 of the Internal Revenue Code (the “Code”)~~25,000 ~~Non~~non-~~Qualified~~qualified ~~Stock~~stock ~~Options,~~options ~~which~~to doJustice ~~not~~W. ~~qualify~~Anderson asand ~~Incentive Stock Options~~25,000 ~~Stock Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units, or Other Stock~~non-~~Based~~qualified ~~Awards~~stock ~~(together,~~options anto ~~“Award”)~~James B. AnAnderson ~~SAR~~for isexceeding ancertain ~~Award~~performance ~~entitling~~standards ~~the~~in ~~recipient~~fiscal to2021, ~~receive~~pursuant ~~shares of Common Stock having a value equal~~ to the ~~excess~~terms of ~~the~~their ~~Fair~~respective ~~Market~~Restated ~~Value~~and ofAmended ~~the~~Executive ~~Stock~~Employment onAgreements ~~the~~dated ~~date~~July of1, ~~exercise~~2020. ~~over~~Each ~~the exercise price~~ of the ~~Stock~~options ~~Appreciation~~were ~~Right~~dated ~~multiplied~~September ~~by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. “Restricted Stock Unit” means an unfunded~~24, ~~unsecured right to receive~~2021, onbut ~~the~~were ~~applicable~~granted ~~settlement~~and ~~date,~~effective ~~one Share or an amount in cash or other consideration determined by the Administrator equal to the value thereof~~ as of ~~such~~June ~~payment date~~30, ~~which~~2021 ~~right~~for ~~may~~a beten ~~subject~~year toterm ~~certain vesting conditions~~ and ~~other~~have ~~restrictions.~~an ~~“Other~~exercise ~~Stock-Based~~price ~~Awards” means other Awards~~ of ~~Shares,~~.373 ~~and~~per ~~other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property~~share.

~~The~~Incentive ~~Board~~Stock Options may only be granted to employees of ~~Directors~~the ~~has~~Company ~~authorized~~or its Subsidiaries and shall be subject to and shall be construed consistently with the ~~issuance~~requirements of 2Section 422 of the Code. Incentive Stock Options can be granted for a term not exceeding ten years,~~000,000~~ ~~shares~~except for Ten Percent Owners of our Common Stock, tofor ~~underlie~~whom the ~~granting~~maximum option term is five years. Incentive Stock Options are granted with an exercise price of ~~Awards~~not ~~under~~less ~~the~~than ~~2020~~100% ~~Option~~of ~~Plan.~~the ~~The~~Fair ~~2,000,000~~Market ~~shares~~Value of the underlying Common Stock ~~that~~on ~~have~~the ~~been~~date ~~reserved~~of grant. However, for Ten Percent Owners, the ~~2020~~exercise ~~Option~~price ~~Plan~~must ~~have~~be ~~not~~110% ~~been~~of ~~registered~~the ~~under~~Fair Market Value of the ~~Securities~~underlying ~~Act~~Stock on the date of ~~1933~~grant. WeFurther, ~~have~~the noaggregate ~~present~~Fair ~~plans~~Market toValue ~~register~~(determined ~~such~~as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by a Participant during any calendar year shall not exceed $100,000.

~~Effective~~Non-Qualified ~~June~~Stock ~~30,~~Options ~~2021,~~are ~~the~~Options ~~Company~~that ~~granted~~is ~~25,000~~not ~~non-qualified~~intended ~~stock options~~ to ~~Justice~~be W.or ~~Anderson~~otherwise ~~and~~do ~~25,000~~not ~~non-qualified~~qualify ~~stock~~as ~~options~~an toIncentive ~~James~~Stock BOption. ~~Anderson~~Non-Qualified ~~for~~Stock ~~exceeding~~Options ~~certain~~shall ~~performance~~be ~~standards~~granted inand ~~fiscal~~have ~~2021,~~a ~~pursuant~~term toof ~~the~~not ~~terms~~more ofthan ~~their~~ten ~~respective~~years ~~Restated~~from ~~and~~the ~~Amended~~date ~~Executive~~of ~~Employment~~grant. ~~Agreements~~The ~~dated~~exercise ~~July~~price 1,must ~~2020.~~be ~~Each~~not less than 100% of the ~~options~~Fair ~~were~~Market ~~dated~~Value ~~September~~of ~~24,~~the ~~2021,~~underlying ~~but~~Common ~~were~~Stock ~~granted~~on ~~and~~the ~~effective~~date as of ~~June~~grant. ~~30,~~Non-Qualified ~~2021~~Stock ~~for~~Option acan ~~ten~~be ~~year~~awarded ~~term~~to ~~and~~employees, ~~have~~officers, andirectors ~~exercise~~or ~~price of~~ consultants.~~373 per share.~~

~~Incentive~~Outside ~~Stock~~directors ~~Options~~McCullough, ~~may~~Treshler, ~~only~~McComas beand ~~granted~~Suggs towere ~~employees~~issued of7,200, ~~the~~8,000 ~~Company or its Subsidiaries~~ and ~~shall~~5,600 berestricted ~~subject~~common toshares and ~~shall~~25,432 ~~be construed consistently with the requirements of Section 422 of the Code. Incentive Stock~~ Options ~~can~~to bepurchase ~~granted~~common ~~for a term not exceeding ten years~~shares, ~~except for Ten Percent Owners of our Common Stock~~respectively, for ~~whom~~their ~~the~~service ~~maximum~~as ~~option~~directors ~~term~~and iscommittee ~~five~~chairs ~~years.~~during ~~Incentive~~Fiscal ~~Stock Options are granted with an exercise price of not less than 100% of the Fair Market Value of the underlying Common Stock on the date of grant~~2023. ~~However,~~The for Ten Percent Owners, the exercise price must be 110% of the Fair Market Value of the underlying Stock on the date of grant. Further, the aggregate Fair Market Value (determined as of the time of grant) of the shares ~~of Stock with respect to which Incentive Stock Options granted under the Plan~~ and ~~any~~options ~~other~~were ~~plan~~issued ~~of the Company or its parent~~ and ~~subsidiary~~awarded ~~corporations~~on ~~become~~July ~~exercisable for the first time by a Participant during any calendar year shall not exceed $100~~31,~~000~~ 2023.

Non-Qualified Stock Options are Options that is not intended to be or otherwise do not qualify as an Incentive Stock Option. Non-Qualified Stock Options shall be granted and have a term of not more than ten years from the date of grant. The exercise price must be not less than 100% of the Fair Market Value of the underlying Common Stock on the date of grant. Non-Qualified Stock Option can be awarded to employees, officers, directors or consultants.24

24 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~ITEM~~The 12following table sets forth certain information regarding beneficial ownership of our Common Stock as of September 21, 2023 by (i) each person known by the Company to own beneficially more than 5% of the outstanding Common Stock, (ii) each director or director nominee, and (iii) all executive officers and directors as a group. ~~SECURITY~~Each ~~OWNERSHIP~~person OFhas ~~CERTAIN~~sole ~~BENEFICIAL~~voting ~~OWNERS~~and sole investment or dispositive power with respect to the shares shown except as noted. As to the Company's preferred stock, ~~MANAGEMENT~~as ~~AND~~of ~~RELATED~~September ~~STOCKHOLDER~~21, ~~MATTERS~~2023 no officer or director of the company owned any preferred shares. In addition, no individual shareholder beneficially owned more than 5% of the Company's preferred shares.

~~The following table sets forth certain information regarding beneficial ownership of our~~ Common ~~Stock~~Shareholdings ason of September 21, 2022 by (i) each person known by the Company to own beneficially more than 5% of the outstanding Common Stock, (ii) each director or director nominee, and (iii) all executive officers and directors as a group. Each person has sole voting and sole investment or dispositive power with respect to the shares shown except as noted. As to the Company's preferred stock, as of September 21, 2022 no officer or director of the company owned any preferred shares. In addition, no individual shareholder beneficially owned more than 5% of the Company's preferred shares.2023

Common Shareholdings on September 21, 2022
Name and Address	(4)	Number of Shares					Percent of Class (%)
		Number of				Percent of
Justice W. Anderson			3,515,500		(5)			42.9
Name and Address	(3)	Shares				Class (%)
George O. Borak			100,092					1.2
Justice W. Anderson			3,515,500	(4)			42.9
Fred W. Suggs	(l) (3)		150,432		(7)			1.8
George O. Borak			100,092				1.2
James B. Anderson			106,000		(6)			1.3
Fred W. Suggs	(1)		100,000				1.2
Regina W. Anderson			78,060					1.0
James B. Anderson			106,000	(5)			1.3
Joseph R. Treshler	(1) (2)		25,000					*
Regina W. Anderson			78,060				1.0
Monica L. McCullough	(2)		7,200					*
Joseph R. Treshler	(1) (2)		17,000				*
Steven McComas	(3)		5,600					*
Monica L. McCullough			-				0
All directors and officers as a group (eight persons)			3,982,284					48.6
Steven McComas	(2)		-				0
Speer Foundation, 2535 Success Dr., Odessa, FL 33556			1,380,000					16.8
All directors and officers as a group (eight persons)			3,916,652				47.8
Speer Foundation, 2535 Success Dr., Odessa, FL 33556			1,380,000				16.8

* Less than 1%

(1) Member of the Compensation Committee.

(1)	Member of the Compensation Committee.
(2)	Member of the Audit Committee.
(3)	Member of the Ethics Committee.
(4)	Except as noted above, the address for all persons listed is 164 Douglas RD E, Oldsmar, Florida 34677
(5)	Mr. Anderson beneficially owns 3,350,500 shares of common stock as Trustee of the John C. Anderson Trust in accordance with Mr. Anderson's will. He also owns of record 75,000 shares of common stock and options to purchase 90,000 shares of Common Stock.
(6)	Includes 10,000 shares in joint name with his wife and options to purchase 25,000 shares of Common Stock.
(7)	Includes options to purchase 25,432 shares of common stock.

~~(2)~~ITEM ~~Member~~13. ofCERTAIN ~~the~~RELATIONSHIPS ~~Audit~~AND ~~Committee~~RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~(3)~~Other ~~Except~~than astransactions ~~noted~~described ~~above~~below, ~~the~~since ~~address~~July ~~for~~1, ~~all~~2022, ~~persons~~there ~~listed~~has isnot ~~164~~been, ~~Douglas~~nor RDis E,there ~~Oldsmar~~currently proposed, ~~Florida~~any ~~34677~~transaction or series of similar transactions to which we were or will be a party:

~~(4)~~· ~~Mr.~~in ~~Anderson~~which ~~beneficially owns 3,350,500 shares of common stock as Trustee of~~ the ~~John~~amount C.involved ~~Anderson~~exceeds ~~Trust in accordance with Mr. Anderson's will. He also owns of record 75~~$120,000; ~~shares of common stock~~ and ~~options to purchase 90~~,~~000 shares of Common Stock.~~

~~(5)~~· ~~Includes~~in 10which any director,~~000~~ ~~shares~~nominee infor ~~joint~~director, ~~name~~executive ~~with~~officer, ~~his~~shareholder ~~wife~~which ~~and~~beneficially ~~options~~owns tofive ~~purchase~~percent ~~25,000~~or ~~shares~~more of ~~Common~~our ~~Stock~~common stock or any member of their immediate family members, had or will have a direct or indirect material interest.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~25

~~Other~~Justice ~~than~~W. ~~transactions described below~~Anderson, ~~since~~our ~~July~~Chief 1,Executive ~~2021~~Officer, ~~there~~personally ~~has~~guaranteed ~~not~~a ~~been~~new $250,000 ~~nor~~line isof ~~there~~credit ~~currently~~on ~~proposed,~~behalf ~~any~~of ~~transaction~~the orCompany ~~series~~ of ~~similar~~which ~~transactions~~$0 towas ~~which~~drawn weout ~~were~~as orof ~~will~~June be30, a2022 ~~party:~~and 2023, respectively.

·Director ~~in which the amount involved exceeds $120,000; and,~~Independence

·We inhave ~~which~~determined ~~any~~that ~~director~~the following directors are independent within applicable NASDAQ rules: Ms.McCullough and Messrs. Suggs, ~~nominee~~Treshler ~~for~~and ~~director~~McComas. Regina, James and Justice Anderson are not independent as they are executive ~~officer~~officers of the Company and its subsidiaries. Accordingly, ~~shareholder~~our ~~which~~Board ~~beneficially~~of ~~owns~~Directors ~~five~~is ~~percent~~composed orof ~~more~~a majority of ~~our~~independent ~~common~~directors. ~~stock~~Our orCompensation ~~any~~Committee, ~~member~~Audit Committee and Ethics Committee are each composed entirely of ~~their~~independent ~~immediate~~directors ~~family~~pursuant ~~members~~to applicable NASDAQ rules. In addition, ~~had~~Ms. orMcCullough ~~will~~and ~~have~~Mr. aTreshler, ~~direct~~also ormeet ~~indirect~~the ~~material~~definition ~~interest~~of independence under SEC Rule 10A-3.

25 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Justice~~Audit WFees. ~~Anderson,~~In ~~our~~fiscal ~~Chief~~2023, ~~Executive~~the ~~Officer,~~Company ~~personally~~paid ~~guaranteed~~to aits ~~new~~independent accountants $~~250~~65,~~000~~500 ~~line~~in offees ~~credit~~related ondirectly ~~behalf~~to the audit and review of the Company’s offinancial ~~which~~statements. $0In ~~was~~fiscal ~~drawn~~2022, ~~out~~the asCompany ofpaid ~~June~~to 30its independent accountants $67,750 ~~2021~~in fees related directly to the audit and ~~2022,~~review ~~respectively~~of the Company’s financial statements.

~~Director~~Audit-Related ~~Independence~~Fees. The Company’s independent accountants performed no other audit-related services for the Company during fiscal 2023 and 2022, other than the audit services described above.

WeTax ~~have determined that the following directors are independent within applicable NASDAQ rules~~Fees: ~~Ms.McCullough~~In ~~and~~fiscal ~~Messrs. Suggs~~2023, ~~Treshler and McComas. Regina, James and Justice Anderson are not independent as they are executive officers of~~ the Company ~~and~~paid to its ~~subsidiaries. Accordingly, our Board of Directors is composed of a majority of~~ independent ~~directors.~~accountants ~~Our Compensation Committee~~$2,500 ~~Audit~~in ~~Committee~~fees ~~and~~related ~~Ethics~~directly ~~Committee are each composed entirely of independent directors pursuant~~ to ~~applicable~~tax ~~NASDAQ rules~~preparations. In ~~addition~~fiscal 2022, ~~Ms.~~the ~~McCullough~~Company ~~and~~paid ~~Mr.~~to ~~Treshler,~~its ~~also~~independent ~~meet~~accountants ~~the~~$2,000 ~~definition~~in offees ~~independence~~related ~~under~~directly ~~SEC~~to ~~Rule~~tax ~~10A-3~~preparations.

ITEM 1415. ~~PRINCIPAL~~EXHIBITS, ~~ACCOUNTING~~FINANCIAL ~~FEES~~STATEMENT ~~AND SERVICES~~SCHEDULES.

~~Audit~~(a) Fees. In fiscal 2022, the Company paid to its independent accountants $67,750 in fees related directly to the audit and review of the Company’s financial statements. In fiscal 2021, the Company paid to its independent accountants $62,250 in fees related directly to the audit and review of the Company’s financial statements.Exhibits

~~Audit-Related Fees~~1. The ~~Company’s~~financial ~~independent~~statements ~~accountants~~filed ~~performed~~herewith noare ~~other~~listed ~~audit-related~~in ~~services for~~ the ~~Company~~Index ~~during~~to ~~fiscal~~Financial ~~2022~~Statements ~~and~~included ~~2021,~~in ~~other~~Item ~~than the audit services described above~~7.

Tax Fees: In fiscal 2022, the Company paid to its independent accountants $2,000 in fees related directly to tax preparations. In fiscal 2021, the Company paid to its independent accountants $2,000 in fees related directly to tax preparations.

Exhibit No.		Document

*	3.1	Articles of Incorporation
+	3.1.1	Articles of Amendment to Articles of Incorporation
*	3.2	Bylaws
+	4.1	Designation of Series A Preferred Stock
&	10.1	Procyon Corporation 2009 Stock Option Plan
/	10.2	Procyon Corporation 2020 Stock Option Plan
##	10.5	Business Line of Credit - Loan Agreement dated June 10, 2021.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

##	10.6	Business Line of Credit - Promissory Note dated June 10, 2021.
**	10.7	Lease agreement and Amended Lease Agreement, effective January 13, 2021.
**	10.8	Lease agreement and Amended Lease Agreement, effective January 13, 2021.
//	10.9	Restated and Amended Executive Employment Agreement effective July 1, 2023 - Justice W. Anderson
//	10.10	Restated and Amended Executive Employment Agreement effective July 1, 2023 - James B. Anderson
//	10.12	Restated and Amended Executive Employment Agreement effective July 1, 2023 - George Borak
++	14.1	Code of Ethics for Senior Financial Officers.
x	31.1	Certification of Justice W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
x	31.2	Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
x	32.1	Certification Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act Of 2002
&&	101.1	The following materials from the Company's Annual Report on Form 10-K for the period ended June 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statement
	104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
*		Incorporated by reference to the Company’s Registration Statement on Form S-1, S.E.C. File No.33-13273.
+		Incorporated by reference to the Company’s Form 10-KSB for the fiscal year ended June 30, 1995.
++		Incorporated by reference to the Company’s Schedule 14A filed on or about October 15, 2004.
**		Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018.
x		Filed herewith.
/		Incorporated by reference to the Company’s Schedule 14A filed on or about October 9, 2020.
&		Incorporated by reference to the Company’s Schedule 14A filed on or about November 9, 2009.
//		Incorporated by reference to the Company’s Form 8-K filed on or about August 2, 2023.
##		Incorporated by reference to the Company’s Form 10-K filed on or about October 8, 2021
&&		Furnished, not filed

~~(a) Exhibits~~27

~~1. The financial statements filed herewith are listed in the Index to Financial Statements included in Item 7.~~SIGNATURES

Exhibit No.		Document
*	3.1	Articles of Incorporation
+	3.1.1	Articles of Amendment to Articles of Incorporation
*	3.2	Bylaws
+	4.1	Designation of Series A Preferred Stock
&	10.1	Procyon Corporation 2009 Stock Option Plan
/	10.2	Procyon Corporation 2020 Stock Option Plan
***	10.5	Business Line of Credit - Loan Agreement dated June 10, 2021.
***	10.6	Business Line of Credit - Promissory Note dated June 10, 2021.
**	10.7	Lease agreement and Amended Lease Agreement, effective February 1, 2018.
//	10.9	Restated and Amended Executive Employment Agreement effective July 1, 2022 - Justice W. Anderson
//	10.10	Restated and Amended Executive Employment Agreement effective July 1, 2022 - James B. Anderson
//	10.12	Restated and Amended Executive Employment Agreement effective July 1, 2022 - George Borak
++	14.1	Code of Ethics for Senior Financial Officers.
x	31.1	Certification of Justice W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
x	31.2	Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
x	32.1	Certification Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act Of 2002
&&	101.1	The following materials from the Company's Annual Report on Form 10-K for the period ended June 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statement
	104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

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, there unto duly authorized.

*			Incorporated by reference to the Company’s Registration Statement on Form S-1, S.E.C. File No.33-13273.
+			Incorporated by reference to the Company’s Form 10-KSB for the fiscal year ended June 30, 1995.
++			Incorporated by reference to the Company’s Schedule 14A filed on or about October 15, 2004.
**			Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018.
x			Filed herewith.
/			Incorporated by reference to the Company’s Schedule 14A filed on or about October 9, 2020.
&			Incorporated by reference to the Company’s Schedule 14A filed on or about November 9, 2009.
//			Incorporated by reference to the Company’s Form 8-K filed on or about July 28, 2021.
##			Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018
&&			Furnished, not filed
***			Incorporated by reference to the Company’s Form 10-K for the fiscal year ended June 30, 2021

	PROCYON CORPORATION

	By: /s/ Justice W. Anderson
	Justice W. Anderson,
	Chief Executive Officer/President

27 Date: September 28, 2023

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

Signature	Title	Date

/s/ Regina W. Anderson	Chairwoman of the Board	September 28, 2023
Regina W. Anderson

/s/ James B. Anderson	Chief Financial Officer,	September 28, 2023
James B. Anderson	President (Sirius) and Director

/s/ Justice W. Anderson	President (AMERX) and Director,	September 28, 2023
Justice W. Anderson	Chief Executive Officer and
	President(Procyon)

/s/ Monica L. McCullough	Director	September 28, 2023
Monica L. McCullough

/s/ Fred W. Suggs, Jr.	Director	September 28, 2023
Fred W. Suggs, Jr.

/s/ Joseph R. Treshler	Director	September 28, 2023
Joseph R. Treshler

/s/ Steven McComas	Director	September 28, 2023
Steven McComas

~~PROCYON CORPORATION By: /s/ Justice W. Anderson Justice W. Anderson, Chief Executive Officer/President~~28

~~Date:~~ EXHIBIT ~~September 28, 2022~~INDEX

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

Exhibit No.		Document	Item No.
*	3.1	Articles of Incorporation	3
+	3.1.1	Articles of Amendment to Articles of Incorporation	3
*	3.2	Bylaws	3
+	4.1	Designation of Series A Preferred Stock	4
&	10.1	Procyon Corporation 2009 Stock Option Plan
/	10.2	Procyon Corporation 2020 Stock Option Plan
##	10.5	Business Line of Credit - Loan Agreement dated June 10, 2021.
##	10.6	Business Line of Credit - Promissory Note dated June 10, 2021.
**	10.7	Lease and Amended Lease, effective February 1, 2018.
xx	10.9	Restated and Amended Executive Employment Agreement effective July 1, 2023 - Justice W. Anderson
xx	10.10	Restated and Amended Executive Employment Agreement effective July 1, 2023 - James B. Anderson
xx	10.11	Restated and Amended Executive Employment Agreement effective July 1, 2023 - George Borak
++	14.1	Code of Ethics for Senior Financial Officers.
x	31.1	Certification of Justice W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)	31
x	31.2	Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)	31
x	32.1	Certification Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002	32
&&	101.1	The following materials from the Company's Annual Report on Form 10-K for the period ended June 30, 2020, formatted in XBRL (Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements
	104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

Signature	Title	Date
*	Incorporated by reference to the Company’s Registration Statement on Form S-1, S.E.C. File No. 33-13273.
/s/ Regina W. Anderson	Chairwoman of the Board	September 28, 2022
+	Incorporated by reference to the Company’s Form 10-KSB for the fiscal year ended June 30, 1995.
Regina W. Anderson
++	Incorporated by reference to the Company’s Schedule 14A filed on or about October 15, 2004.
/s/ James B. Anderson	Chief Financial Officer,	September 28, 2022
**	Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018.
James B. Anderson	President (Sirius) and Director
x	Filed herewith.
/s/ Justice W. Anderson	President (AMERX) and Director,	September 28, 2022
xx	Incorporated by reference to the Company’s Form 8-K filed on or about August 2, 2023.
Justice W. Anderson	Chief Executive Officer and
&	Incorporated by reference to the Company’s Schedule 14A filed on or about November 9, 2009.
President(Procyon)
//	Incorporated by reference to the Company’s Form 8-K filed on or about July 28, 2021.
/s/ Monica L. McCullough	Director	September 28, 2022
##	Incorporated by reference to the Company’s Form 10-K filed on or about October 8, 2021.
Monica L. McCullough
&&	Furnished, not filed.
/s/ Fred W. Suggs, Jr.	Director	September 28, 2022
/	Incorporated by reference to the Company’s Schedule 14A filed on or about October 9, 2020.
Fred W. Suggs, Jr.
/s/ Joseph R. Treshler	Director	September 28, 2022
Joseph R. Treshler
/s/ Steven McComas	Director	September 28, 2022
Steven McComas

28 29

~~EXHIBIT~~PROCYON ~~INDEX~~CORPORATION AND SUBSIDIARIES

Exhibit No.		Document	Item No.
*	3.1	Articles of Incorporation	3
+	3.1.1	Articles of Amendment to Articles of Incorporation	3
*	3.2	Bylaws	3
+	4.1	Designation of Series A Preferred Stock	4
&	10.1	Procyon Corporation 2009 Stock Option Plan
/	10.2	Procyon Corporation 2020 Stock Option Plan
***	10.5	Business Line of Credit - Loan Agreement dated June 10, 2021.
***	10.6	Business Line of Credit - Promissory Note dated June 10, 2021.
**	10.7	Lease agreement and Amended Lease Agreement, effective February 1, 2018.
//	10.9	Restated and Amended Executive Employment Agreement effective July 1, 2022 - Justice W. Anderson
//	10.10	Restated and Amended Executive Employment Agreement effective July 1, 2022 - James B. Anderson
//	10.12	Restated and Amended Executive Employment Agreement effective July 1, 2022 - George Borak
++	14.1	Code of Ethics for Senior Financial Officers.
x	31.1	Certification of Justice W. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)	31
x	31.2	Certification of James B. Anderson pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)	31
x	32.1	Certification Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act Of 2002	32
&&	101.1	The following materials from the Company's Annual Report on Form 10-K for the period ended June 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (I) the Condensed Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statement
	104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
*		Incorporated by reference to the Company’s Registration Statement on Form S-1, S.E.C. File No.33-13273.
+		Incorporated by reference to the Company’s Form 10-KSB for the fiscal year ended June 30, 1995.
++		Incorporated by reference to the Company’s Schedule 14A filed on or about October 15, 2004.
**		Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018.
x		Filed herewith.
/		Incorporated by reference to the Company’s Schedule 14A filed on or about October 9, 2020.
&		Incorporated by reference to the Company’s Schedule 14A filed on or about November 9, 2009.
//		Incorporated by reference to the Company’s Form 8-K filed on or about July 28, 2021.
##		Incorporated by reference to the Company’s Form 8-K filed on or about March 14, 2018
&&		Furnished, not filed
***		Incorporated by reference to the Company’s Form 10-K for the fiscal year ended June 30, 2021

CONSOLIDATED FINANCIAL STATEMENTS

29 Years Ended June 30, 2023 and 2022

~~PROCYON~~TABLE ~~CORPORATION~~OF ~~AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS Years Ended June 30, 2022 and 2021~~ CONTENTS

TABLE OF CONTENTS

	Page No.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: Ferlita, Walsh, Gonzalez & Rodriguez, P.A., Firm ID 232, Tampa, FL	F-1

FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Stockholders’ Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Financial Statements	F-6

	Page No.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: Ferlita, Walsh, Gonzalez & Rodriguez, P.A., Firm ID 232, Tampa, FL	F-1
FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~To OFthe ~~INDEPENDENT~~Board ~~REGISTERED~~of ~~PUBLIC~~Directors ~~ACCOUNTING~~and ~~FIRM~~Shareholders of Procyon Corporation and Subsidiaries Oldsmar, Florida

ToOpinion on the ~~Board~~Financial ~~of Directors and Shareholders of~~Statements

We have audited the accompanying consolidated balance sheets of Procyon Corporation and ~~Subsidiaries~~subsidiaries (the "Company") as of June 30, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended June 30, 2023 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Oldsmar,~~Basis ~~Florida~~for Opinion

~~Opinion~~These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the ~~Financial~~Company's ~~Statements~~financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheets~~the standards of ~~Procyon Corporation and subsidiaries (~~the ~~"Company")~~PCAOB. asThose ofstandards ~~June~~require ~~30,~~that ~~2022~~we plan and ~~2021,~~perform the ~~related~~audit ~~consolidated~~to ~~statements~~obtain ofreasonable ~~operations,~~assurance ~~stockholders'~~about ~~equity,~~whether ~~and~~the ~~cash~~financial ~~flows~~statements ~~for~~are ~~each~~free of ~~the~~material ~~years~~misstatement, inwhether ~~the~~due ~~two-year~~to ~~period~~error ~~ended~~or ~~June~~fraud. ~~30,~~The ~~2022~~Company ~~and~~is ~~the~~not ~~related~~required ~~notes (collectively referred~~ to ashave, ~~the~~nor ~~"financial~~were ~~statements").~~we Inengaged ~~our~~to ~~opinion~~perform, ~~the~~an ~~financial~~audit ~~statements~~of ~~present~~its ~~fairly,~~internal incontrol ~~all~~over ~~material respects, the~~ financial ~~position~~reporting. ofAs ~~the~~part ~~Company as~~ of ~~June~~our 30audits, ~~2022~~we ~~and~~are ~~2021,~~required ~~and~~to ~~the~~obtain ~~results~~an understanding of ~~its~~internal ~~operations~~control ~~and~~over ~~its~~financial ~~cash~~reporting, ~~flows~~but not for ~~each of~~ the ~~years~~purpose inof ~~the~~expressing ~~two-year~~an ~~period~~opinion ~~ended~~on ~~June~~the ~~30,~~effectiveness ~~2022,~~of inthe ~~conformity~~Company's ~~with~~internal ~~accounting~~control ~~principles~~over ~~generally~~financial ~~accepted~~reporting. inAccordingly, ~~the~~we ~~United~~express ~~States~~no ofsuch ~~America~~opinion.

~~Basis~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for ~~Opinion~~our opinion.

~~These~~Critical ~~financial~~Audit statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Matters

WeThe ~~conducted~~critical ~~our~~audit ~~audits~~matters incommunicated ~~accordance~~below ~~with~~are matters arising from the ~~standards~~current period audit of the ~~PCAOB.~~financial ~~Those~~statements ~~standards~~that ~~require~~were ~~that~~communicated weor ~~plan~~required ~~and~~to ~~perform~~be communicated to the audit tocommittee ~~obtain~~and ~~reasonable~~that: ~~assurance~~( ~~about~~1) ~~whether~~relate ~~the~~to ~~financial~~accounts ~~statements~~or ~~are~~disclosures ~~free~~that ofare material ~~misstatement, whether due~~ to ~~error~~the orfinancial ~~fraud.~~statements ~~The~~and ~~Company~~(2) isinvolve ~~not~~our ~~required~~especially tochallenging, ~~have~~subjective, ~~nor~~or ~~were~~complex wejudgements. ~~engaged~~The tocommunication ~~perform,~~of ancritical audit ofmatters ~~its~~does ~~internal~~not ~~control~~alter ~~over~~in ~~financial~~any ~~reporting.~~way Asour ~~part~~opinion ofon ~~our~~the ~~audits~~financial statements, wetaken ~~are~~as ~~required~~a towhole, ~~obtain~~and anwe ~~understanding~~are ofnot, ~~internal~~by ~~control~~communicating ~~over~~the ~~financial~~critical ~~reporting~~matters below, ~~but~~providing ~~not~~separate ~~for~~opinions on the ~~purpose~~critical ofaudit ~~expressing~~matters ~~an opinion~~ on the ~~effectiveness~~accounts ofor ~~the~~disclosures ~~Company's~~to ~~internal~~which ~~control~~they ~~over~~relate. ~~financial~~We ~~reporting.~~determined ~~Accordingly,~~that wethere ~~express~~are no ~~such~~critical ~~opinion~~audit matters.

~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements~~/s/ Ferlita, ~~whether due to error or fraud~~Walsh, ~~and~~Gonzalez ~~performing~~& ~~procedures that respond to those risks. Such procedures included examining~~Rodriguez, ~~on a test basis, evidence regarding the amounts and disclosures in the financial statements~~P. ~~Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements~~A. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~Critical~~We ~~Audit~~have ~~Matters~~served as the Company's auditor since 1998.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: ( 1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challengingTampa, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters on the accounts or disclosures to which they relate. We determined that there are no critical audit matters.Florida

~~/s/ Ferlita,~~September ~~Walsh~~18, ~~Gonzalez & Rodriguez, P.A.~~2023

WeF ~~have~~- ~~served as the Company's auditor since 1998.~~1

~~Tampa~~PROCYON CORPORATION & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, ~~Florida~~2023 and 2022

September 27, 2022

	2023			2022
ASSETS

CURRENT ASSETS
Cash	$	451,306		$	760,396
Certificates of Deposit, plus accrued interest		562,472			281,105
Accounts Receivable, less allowance for doubtful accounts of $11,625 and $13,569 respectively		493,953			407,085
Inventories		431,405			761,651
Prepaid Expenses		298,469			374,817
TOTAL CURRENT ASSETS		2,237,605			2,585,054

PROPERTY AND EQUIPMENT, NET		281,023			153,702

OTHER ASSETS
Deposits		9,220			12,311
Inventories		330,513			182,224
Intangible Asset		17,000			17,000
ROU Assets - Operating Leases		527,170			706,155
Deferred Tax Asset, Net of Valuation Allowance of $0 and $31,960, respectively		161,180			146,051
		1,045,083			1,063,741
TOTAL ASSETS	$	3,563,711		$	3,802,497

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable	$	175,057		$	178,083
Accrued Expenses		277,498			302,601
Short Term Lease Liabilities		173,565			162,547
TOTAL CURRENT LIABILITIES		626,120			643,231

LONG TERM LIABILITIES
Long Term Lease Liabilities		319,882			491,312
TOTAL LONG TERM LIABILITIES		319,882			491,312

TOTAL LIABILITIES		946,002			1,134,543

COMMITMENTS AND CONTINGENCIES

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; 167,100 and 167,100 shares issued and outstanding, respectively.		126,860			126,860
Common Stock, no par value, 80,000,000 shares authorized; 8,087,388 and 8,087,388 shares issued and outstanding, respectively		4,444,766			4,444,766
Paid-in Capital		35,564			35,564
Accumulated Deficit		(1,989,481	)		(1,939,236	)
TOTAL STOCKHOLDERS' EQUITY		2,617,709			2,667,954

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,563,711		$	3,802,497

~~F-1~~ The accompanying notes are an integral part of these financial statements.

PROCYON CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2022 and 2021
	2022			2021
ASSETS
CURRENT ASSETS
Cash	$	760,396		$	1,226,522
Certificates of Deposit, plus accrued interest		281,105			280,438
Accounts Receivable, less allowance for doubtful accounts of $13,569 and $9,408 respectively		407,085			497,358
Inventories		761,651			591,058
Prepaid Expenses		374,817			276,251
TOTAL CURRENT ASSETS		2,585,054			2,871,627
PROPERTY AND EQUIPMENT, NET		153,702			109,275
OTHER ASSETS
Deposits		12,311			3,235
Inventories		182,224			263,280
Intangible Asset		17,000			17,000
ROU Assets - Operating Leases		706,155			882,344
Deferred Tax Asset, Net of Valuation Allowance of $31,960 and $0, respectively		146,051			120,430
		1,063,741			1,286,289
TOTAL ASSETS	$	3,802,497		$	4,267,191
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	178,083		$	167,588
Accrued Expenses		302,601			413,977
Short Term Lease Liabilities		162,547			154,022
TOTAL CURRENT LIABILITIES		643,231			735,587
LONG TERM LIABILITIES
Long Term Lease Liabilities		491,312			653,860
TOTAL LONG TERM LIABILITIES		491,312			653,860
TOTAL LIABILITIES		1,134,543			1,389,447
COMMITMENTS AND CONTINGENCIES (NOTE G)		-			-
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; 167,100 and 167,100 shares issued and outstanding, respectively.		126,860			126,860
Common Stock, no par value, 80,000,000 shares authorized; 8,087,388 and 8,087,388 shares issued and outstanding, respectively		4,444,766			4,444,766
Paid-in Capital		35,564			35,564
Accumulated Deficit		(1,939,236	)		(1,729,446	)
TOTAL STOCKHOLDERS' EQUITY		2,667,954			2,877,744
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,802,497		$	4,267,191

F - 2

~~The~~PROCYON ~~accompanying~~CORPORATION ~~notes~~& ~~are~~SUBSIDIARIES anCONSOLIDATED ~~integral~~STATEMENTS ~~part~~OF ofOPERATIONS ~~these~~Years ~~financial~~Ended ~~statements.~~June 30, 2023 and 2022

F-2

	2023			2022

NET SALES	$	4,686,659		$	4,842,433

COST OF SALES		1,117,072			1,356,612

GROSS PROFIT		3,569,587			3,485,821

OPERATING EXPENSES
Salaries and Benefits		1,859,980			2,012,430
Selling, General and Administrative		1,806,988			1,710,606
		3,666,968			3,723,036

(LOSS) / INCOME FROM OPERATIONS		(97,381	)		(237,215	)

OTHER INCOME
Rental Income		20,191			-
Interest Income		11,816			1,804
		32,007			1,804

(LOSS) / INCOME BEFORE INCOME TAXES		(65,374	)		(235,411	)

INCOME TAX (EXPENSE) / BENEFIT		15,129			25,621

NET (LOSS) / INCOME		(50,245	)		(209,790	)

Dividend requirements on preferred stock		(16,710	)		(16,710	)

Basic net (loss) / income available to common shares	$	(66,955	)	$	(226,500	)

Basic net (loss) / income per common share	$	(0.01	)	$	(0.03	)

Weighted average number of common shares outstanding		8,087,388			8,087,388

Diluted net (loss) / income per common share	$	(0.01	)	$	(0.03	)

Weighted average number of common shares outstanding, diluted		8,087,388			8,087,388

~~PROCYON~~The ~~CORPORATION~~accompanying &notes ~~SUBSIDIARIES~~are an integral part of these financial statements.

~~CONSOLIDATED~~F ~~STATEMENTS~~- ~~OF OPERATIONS~~3

~~Years~~PROCYON ~~Ended~~CORPORATION ~~June~~& ~~30, 2022 and 2021~~SUBSIDIARIES

	2022			2021
NET SALES	$	4,842,433		$	4,719,672
COST OF SALES		1,356,612			1,330,979
GROSS PROFIT		3,485,821			3,388,693
OPERATING EXPENSES
Salaries and Benefits		2,012,430			1,831,804
Selling, General and Administrative		1,710,606			1,330,215
		3,723,036			3,162,019
(LOSS) / INCOME FROM OPERATIONS		(237,215	)		226,674
OTHER INCOME
(Loss) on Disposal of Assets		-			304,887
Other Income / Gain on Extinguishment of Debt		-			203,172
Interest Income		1,804			1,232
Interest Expense		-			(2,172	)
		1,804			507,119
(LOSS) / INCOME BEFORE INCOME TAXES		(235,411	)		733,793
INCOME TAX (EXPENSE) / BENEFIT		25,621			(39,444	)
NET (LOSS) / INCOME		(209,790	)		694,349
Dividend requirements on preferred stock		(16,710	)		(16,710	)
Basic net (loss) / income available to common shares	$	(226,500	)	$	677,639
Basic net (loss) / income per common share	$	(0.03	)	$	0.08
Weighted average number of common shares outstanding		8,087,388			8,087,388
Diluted net (loss) / income per common share	$	(0.03	)	$	0.08
Weighted average number of common shares outstanding, diluted		8,087,388			8,319,624

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

~~The~~For ~~accompanying~~the ~~notes~~Twelve ~~are~~Months anEnded ~~integral~~June ~~part~~30, of2023 ~~these~~and ~~financial statements.~~2022

F-3

														Total
Twelve Months Ended June 30, 2023	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equtiy
Balance, June 30, 2022		167,100		126,860		8,087,388		4,444,766		35,564		(1,939,236	)		2,667,954

Net Income (Loss)		-		-		-		-		-		(8,187	)		(8,187	)

Balance, September 30, 2022		167,100		126,860		8,087,388		4,444,766		35,564		(1,947,423	)	$	2,659,767

Net Income (Loss)		-		-		-		-		-		(20,078	)		(20,078	)

Balance, December 31, 2022		167,100		126,860		8,087,388		4,444,766		35,564		(1,967,501	)		2,639,689

Net Income (Loss)		-		-		-		-		-		(29,471	)		(29,471	)

Balance, March 31, 2023		167,100		126,860		8,087,388		4,444,766		35,564		(1,996,972	)	$	2,610,218

Net Income (Loss)		-		-		-		-		-		7,491			7,491

Balance, June 30, 2023		167,100	$	126,860		8,087,388	$	4,444,766	$	35,564	$	(1,989,481	)	$	2,617,709

PROCYON CORPORATION & SUBSIDIARIES

														Total
Twelve Months Ended June 30, 2022	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equtiy
Balance, June 30, 2021		167,100	$	126,860		8,087,388	$	4,444,766	$	35,564	$	(1,729,446	)	$	2,877,744

Net Income (Loss)		-		-		-		-		-		42,482			42,482

Balance, September 30, 2021		167,100		126,860		8,087,388		4,444,766		35,564		(1,686,964	)		2,920,226

Net Income (Loss)		-		-		-		-		-		(67,562	)		(67,562	)

Balance, December 31, 2021		167,100		126,860		8,087,388		4,444,766		35,564		(1,754,526	)		2,852,664

Net Income (Loss)		-		-		-		-		-		(105,348	)		(105,348	)

Balance, March 31, 2022		167,100		126,860		8,087,388		4,444,766		35,564		(1,859,874	)		2,747,316


Net Income (Loss)		-		-		-		-		-		(79,362	)		(79,362	)

Balance, June 30, 2022		167,100	$	126,860		8,087,388	$	4,444,766	$	35,564	$	(1,939,236	)	$	2,667,954

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~CHANGES~~are INan ~~STOCKHOLDERS'~~integral ~~EQUITY~~part of these financial statements.

~~For~~F ~~the~~- ~~Twelve Months Ended June 30, 2022 and 2021~~4

														Total
Twelve Months Ended June 30, 2022	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Equtiy
Balance, June 30, 2021		167,100		126,860		8,087,388		4,444,766		35,564		(1,729,446	)		2,877,744
Net Income (Loss)		-		-		-		-		-		42,482			42,482
Balance, September 30, 2021		167,100		126,860		8,087,388		4,444,766		35,564		(1,686,964	)	$	2,920,226
Net Income (Loss)		-		-		-		-		-		(67,562	)		(67,562	)
Balance, December 31, 2021		167,100		126,860		8,087,388		4,444,766		35,564		(1,754,526	)		2,852,664
Net Income (Loss)		-		-		-		-		-		(105,348	)		(105,348	)
Balance, March 31, 2022		167,100		126,860		8,087,388		4,444,766		35,564		(1,859,874	)	$	2,747,316
Net Income (Loss)		-		-		-		-		-		(79,362	)		(79,362	)
Balance, June 30, 2022		167,100	$	126,860		8,087,388	$	4,444,766	$	35,564	$	(1,939,236	)	$	2,667,954

PROCYON CORPORATION & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended June 30, 2023 and 2022

																Total
	2023			2022
Twelve Months Ended June 30, 2021	Preferred Stock						Common Stock				Paid-In		Accumulated			Stockholders'
CASH FLOWS FROM OPERATING ACTIVITIES
	Shares			Amount			Shares		Amount		Capital		Deficit			Equtiy
Net (Loss) / Income	$	(50,245	)	$	(209,790	)
Balance, June 30, 2020		167,100		$	126,860			8,087,388	$	4,444,766	$	15,885	$	(2,423,795	)	$	2,163,716
Adjustments to reconcile net income to net cash provided by operating activities:
Net Income (Loss)		-			-			-		-		-		219,096			219,096
Depreciation		52,817			38,217
Balance, September 30, 2020		167,100			126,860			8,087,388		4,444,766		15,885		(2,204,699	)		2,382,812
Decrease in Allowance for Doubtful Accounts		(1,944	)		4,161
Net Income (Loss)		-			-			-		-		-		74,313			74,313
Right of Use Asset Amortization		178,985			176,189
Balance, December 31, 2020		167,100			126,860			8,087,388		4,444,766		15,885		(2,130,386	)		2,457,125
Accrued Interest on Certificate of Deposit		(6,949	)		(667	)
Net Income (Loss)		-			-			-		-		-		21,714			21,714
Deferred Income Taxes		16,831			(57,581	)
Balance, March 31, 2021		167,100			126,860			8,087,388		4,444,766		15,885		(2,108,672	)		2,478,839
Valuation Allowance		(31,960	)		31,960
Stock Options Issued		-			-			-		-		19,679		-			19,679
(Gain)/Loss on Sale of Assets		-			-
Net Income (Loss)		-			-			-		-		-		379,226			379,226
Gain on Extinguishment of Debt		-			-
Balance, June 30, 2021		167,100		$	126,860			8,087,388	$	4,444,766	$	35,564	$	(1,729,446	)	$	2,877,744
Stock Based Compensation		-			-
Decrease (increase) in:
Accounts Receivable		(84,924	)		86,112
Deposits		3,091			(9,076	)
Inventory		181,957			(89,537	)
Prepaid Expenses		76,348			(98,566	)
Increase (decrease) in:
Accounts Payable		(3,026	)		10,495
Accrued Interest Payable
Accrued Expenses		(25,103	)		(111,376	)
Payments on Operating Lease Liability		(160,412	)		(154,023	)
NET CASH (USED) / PROVIDED BY OPERATING ACTIVITIES		145,466			(383,482	)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Certificate of Deposit		(400,000	)		-
Redemption of Certificate of Deposit		125,582			-
Purchase of Property & Equipment		(180,138	)		(82,644	)
Proceeds on disposal of property and equipment		-			-
NET CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES		(454,556	)		(82,644	)
CASH FLOW FROM FINANCING ACTIVITIES
		-			-
NET CASH (USED IN) FINANCING ACTIVITIES		-			-
NET CHANGE IN CASH		(309,090	)		(466,126	)
CASH AT BEGINNING OF THE YEAR		760,396			1,226,522
CASH AT END OF THE YEAR	$	451,306		$	760,396
SUPPLEMENTAL DISCLOSURES
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-
NONCASH TRANSACTION DISCLOSURES
During the current year, the Company recorded a right of use asset for $180,109.37 and recorded a related right of use liability of $180,109.37

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

F -4 5

~~PROCYON~~NOTES ~~CORPORATION~~TO &CONSOLIDATED ~~SUBSIDIARIES~~FINANCIAL STATEMENTS

~~CONSOLIDATED~~NOTE ~~STATEMENTS~~A - SUMMARY OF ~~CASH~~SIGNIFICANT ~~FLOWS~~ACCOUNTING POLICIES

~~Years~~Business ~~Ended June 30, 2022 and 2021~~Activity

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) / Income	$	(209,790	)	$	694,349
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		38,217			43,331
Increase in Allowance for Doubtful Accounts		4,161			-
Right of Use Asset Amortization		176,189			120,981
Accrued Interest on Certificate of Deposit		(667	)		(306	)
Deferred Income Taxes		(57,581	)		184,063
Valuation Allowance		31,960			(144,619	)
(Gain)/Loss on Sale of Assets		-			(304,887	)
Gain on Extinguishment of Debt		-			(203,172	)
Stock Based Compensation		-			19,679
Decrease (increase) in:
Accounts Receivable		86,112			(186,315	)
Deposits		(9,076	)		957
Inventory		(89,537	)		(12,010	)
Prepaid Expenses		(98,566	)		(93,113	)
Increase (decrease) in:
Accounts Payable		10,495			129
Accrued Interest Payable					2,172
Accrued Expenses		(111,376	)		158,261
NET CASH (USED) / PROVIDED BY OPERATING ACTIVITIES		(229,459	)		279,500
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Certificate of Deposit					(125,000	)
Redemption of Certificate of Deposit		-			-
Purchase of Property & Equipment		(82,644	)		(65,166	)
Proceeds on disposal of property and equipment		-			670,303
NET CASH (USED IN) / PROVIDED BY INVESTING ACTIVITIES		(82,644	)		480,137
CASH FLOW FROM FINANCING ACTIVITIES
Payments on Operating Lease Liability		(154,023	)		(198,949	)
Proceeds from PPP Loan		-			-
NET CASH (USED IN) FINANCING ACTIVITIES		(154,023	)		(198,949	)
NET CHANGE IN CASH		(466,126	)		560,688
CASH AT BEGINNING OF THE YEAR		1,226,522			665,834
CASH AT END OF THE YEAR	$	760,396		$	1,226,522
SUPPLEMENTAL DISCLOSURES
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-
NONCASH TRANSACTION DISCLOSURES
During the current year, the Company recorded a right of use asset for $180,109.37 and recorded a related right of use liability of $180,109.37

Procyon Corporation has two wholly-owned subsidiaries, AMERX Health Care Corp. (AMERX) and Sirius Medical Supply, Inc. (Sirius). AMERX manufactures and markets wound and skin care products primarily in the United States whereas Sirius previously marketed diabetic supplies primarily to Medicare patients in the United States. As previously reported, in July 2009, we sold substantially all of the assets of Sirius to a third party, such that, as of July 31, 2009, Sirius no longer has any material operations. Management is considering various options for the future direction of Sirius.

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

FThe consolidated financial statements include the accounts of Procyon Corporation and its wholly-5 owned subsidiaries, AMERX and Sirius. All material inter-company accounts and transactions are eliminated.

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Estimates

~~NOTE~~The Apreparation -of ~~SUMMARY~~financial OFstatements ~~SIGNIFICANT~~in ~~ACCOUNTING~~conformity ~~POLICIES~~with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Business~~Cash ~~Activity~~ and Cash Equivalents

~~Procyon~~For ~~Corporation~~the ~~has~~purpose ~~two~~of ~~wholly-owned~~the ~~subsidiaries,~~Statements ~~AMERX~~of ~~Health~~Cash ~~Care Corp. (AMERX) and Sirius Medical Supply~~Flows, ~~Inc. (Sirius). AMERX manufactures and markets wound and skin care products primarily in~~ the ~~United~~Company ~~States~~considers ~~whereas~~cash-on-hand, ~~Sirius~~demand ~~previously~~deposits ~~marketed diabetic supplies primarily to Medicare patients~~ in ~~the~~banks ~~United~~and ~~States.~~highly Asliquid ~~previously~~investments ~~reported,~~purchased ~~in July~~with ~~2009,~~an weoriginal ~~sold~~maturity ~~substantially all~~ of ~~the~~three ~~assets~~months ofor ~~Sirius~~less to abe ~~third~~cash ~~party, such that, as of July 31, 2009, Sirius no longer has any material operations~~equivalents. ~~Management is considering various options for the future direction of Sirius.~~

~~Principles~~Concentration of ~~Consolidation~~Credit Risk

The ~~consolidated~~Company maintains its cash at various financial ~~statements~~institutions. ~~include~~All accounts are fully insured by the ~~accounts~~Federal ofDeposit ~~Procyon~~Insurance Corporation, ~~and~~up ~~its~~to ~~wholly-owned~~$250,000 ~~subsidiaries~~per Company. At June 30, ~~AMERX~~2023 and ~~Sirius.~~2022, ~~All~~our ~~material~~uninsured ~~inter-company~~cash ~~accounts~~balance ~~and~~was ~~transactions~~$0 ~~are~~and ~~eliminated~~$52,539 respectively.

~~Use~~Revenue ~~of Estimates~~Recognition

The ~~preparation~~Company ofrecognizes ~~financial~~revenue ~~statements~~ in ~~conformity~~accordance with ~~accounting~~the ~~principles~~Financial ~~generally~~Accounting ~~accepted~~Standards inBoard's ~~the~~(FASB) ~~United~~release ~~States~~ of ~~America~~Accounting ~~requires~~Standards ~~management~~Update to(ASU) ~~make~~2014-09, ~~estimates~~Revenue ~~and~~from ~~assumptions~~Contracts with Customers (Topic 606) which requires that ~~affect~~five basic criteria must be met before revenue can be recognized: (1) identify the ~~reported~~contract ~~amounts~~with ofa ~~assets~~customer; ~~and~~(2) ~~liabilities,~~identify the ~~disclosure~~performance ofobligations ~~contingent~~in ~~assets~~the ~~and~~contract; ~~liabilities~~(3) atdetermine the ~~date~~transaction ofprice; (4) allocate the ~~financial~~transaction ~~statements,~~price ~~and~~to the ~~reported~~performance ~~amounts~~obligations ofin ~~revenues~~the contract, and ~~expenses~~(5) ~~during~~recognize ~~the~~revenue ~~reporting~~when ~~period.~~(or ~~Actual~~as) ~~results~~the ~~could~~entity ~~differ~~satisfies ~~from~~a ~~those~~performance ~~estimates~~obligation.

~~Cash~~F ~~and~~- ~~Cash Equivalents~~6

~~For~~Accounts ~~the~~Receivable ~~purpose of the Statements of Cash Flows, the Company considers cash-on-hand, demand deposits in banks~~ and ~~highly~~Concentration ~~liquid investments purchased with an original maturity~~ of ~~three~~Credit ~~months or less to be cash equivalents.~~Risk

~~Concentration~~AMERX grants credit to customers, most of ~~Credit~~whom ~~Risk~~are national pharmaceutical distributors, drug stores nationwide and physicians. AMERX wholesales its products to national pharmaceutical distributors and drug stores at a sales term of 2/10, net 30 days. AMERX has a written return policy with its customers. Each return request is reviewed by management for approval. Sales to physicians are at contracted rates and standard payment term is 2/10 net 30 days.

The ~~Company~~valuation ~~maintains~~of ~~its~~accounts ~~cash~~receivable atis ~~various~~based ~~financial~~upon ~~institutions~~the credit-worthiness of customers as well as historical collection experience. ~~All~~Estimating the credit worthiness of customers and recoverability of customer accounts ~~are~~requires ~~fully~~us ~~insured~~to byexercise ~~the~~considerable ~~Federal~~judgment. ~~Deposit~~Allowances ~~Insurance~~for ~~Corporation~~doubtful accounts are recorded as a selling, upgeneral and administrative expense for estimated amounts expected to ~~$250,000~~be ~~per~~uncollectible from third-party payers and customers. The Company bases its estimates on its historical collection and write-off experience, current trends, credit policy, and on analysis of accounts receivable by aging category. At As of June 30, ~~2022~~2023 and ~~2021~~2022, ~~our~~accounts ~~uninsured~~receivable ~~cash~~allowance ~~balance~~ was approximately $5211,~~539~~600 and $3013,600, ~~respectively~~or less than 2% of gross accounts receivable.

~~Revenue Recognition~~Inventories

~~The~~Inventories ~~Company~~are ~~recognizes~~valued ~~revenue~~at ~~in accordance with~~ the ~~Financial~~lower ~~Accounting~~of ~~Standards~~average ~~Board's~~cost ~~(FASB)~~or ~~release~~net ofrealized ~~Accounting~~value ~~Standards~~determined ~~Update~~by ~~(ASU)~~the ~~2014~~first-09in, ~~Revenue~~first-out ~~from~~method. ~~Contracts~~A ~~with~~portion ~~Customers~~of ~~(Topic~~inventory ~~606)~~is ~~which~~included ~~requires~~in ~~that~~non-current ~~five~~inventory. ~~basic~~The ~~criteria~~non-current ~~must~~balance berepresents ~~met~~product ~~before~~that ~~revenue~~will ~~can~~most belikely ~~recognized:~~not ~~(1)~~be ~~identify~~used ~~the~~within ~~contract with customer; (2) identify~~ the ~~performance~~next ~~obligations~~12 inmonths. ~~the~~A ~~contract;~~majority ~~(3)~~of ~~determine~~this ~~the~~non-current ~~transaction~~inventory ~~price;~~comes ~~(4)~~from ~~allocate~~minimum ~~the~~economic ~~transaction~~level ~~price~~orders necessary to ~~the~~produce ~~performance~~product ~~obligations~~at ~~in the contract, and (5) recognize revenue when (or as) the entity satisfies~~ a ~~performance~~reasonable ~~obligation~~cost.

~~F- 6~~ Property and Equipment

~~Accounts~~Property ~~Receivable~~and equipment are stated at cost. Depreciation is computed on a straight-line basis over their estimated useful lives. Leased equipment is recorded at it’s fair market value at the beginning of the lease term and ~~Concentration~~is depreciated over the life of ~~Credit~~the ~~Risk~~equipment.

~~AMERX~~Deferred ~~grants~~Income credit to customers, most of whom are national pharmaceutical distributors, drug stores nationwide and physicians. AMERX wholesales its products to national pharmaceutical distributors and drug stores at a sales term of 2/10, net 30 days. AMERX has a written return policy with its customers. Each return request is reviewed by management for approval. Sales to physicians are at contracted rates and standard payment term is 2/10 net 30 days.Taxes

~~The~~Deferred ~~valuation~~income oftaxes ~~accounts~~are ~~receivable~~recognized isfor ~~based~~the ~~upon~~expected tax consequences in future years for differences between the ~~credit-worthiness~~tax bases of ~~customers~~assets asand ~~well~~liabilities asand ~~historical~~their ~~collection~~financial ~~experience.~~reporting ~~Estimating~~amounts, ~~the~~based ~~credit~~upon ~~worthiness~~exacted oftax ~~customers~~laws and ~~recoverability~~statutory oftax ~~customer~~rates ~~accounts~~applicable ~~requires~~to usthe periods in which the differences are expected to ~~exercise~~affect ~~considerable~~taxable ~~judgment~~income. ~~Allowances~~The Company accounts for ~~doubtful~~income ~~accounts~~taxes ~~are~~under ~~recorded~~Topic as740 a- ~~selling,~~Income ~~general~~Tax ~~and~~in ~~administrative~~the ~~expense~~Accounting ~~for~~Standards ~~estimated~~Codification. ~~amounts~~A ~~expected~~valuation allowance is used to bereduce ~~uncollectible~~deferred ~~from~~tax ~~third-party~~assets ~~payers~~to ~~and~~the ~~customers.~~net ~~The~~amount ~~Company~~expected ~~bases~~to ~~its~~be recovered in future periods. The estimates onfor ~~its~~deferred ~~historical~~tax ~~collection~~assets and ~~write-off~~the ~~experience,~~corresponding ~~current~~valuation ~~trends,~~allowance ~~credit~~require ~~policy,~~us ~~and~~to onexercise ~~analysis~~complex ofjudgments. ~~accounts~~We ~~receivable~~periodically byreview ~~aging~~and ~~category.~~adjust Asthose ~~of June~~estimates ~~30,~~based ~~2022~~upon ~~and~~the ~~2021,~~most ~~accounts~~current ~~receivable~~information ~~allowance~~available. ~~was~~We ~~approximately~~have ~~$13,600~~a ~~and~~valuation allowance of $90 as of June 30,~~400,~~ or2023. ~~less~~We ~~than~~had 2%a ~~and~~valuation 3%allowance ~~respectively~~of $31,960 as of ~~gross~~June ~~accounts~~30, ~~receivable~~2022.

~~Inventories~~F - 7

~~Inventories~~Fair ~~are~~Value ~~valued at the lower~~ of ~~average~~Financial cost or net realized value determined by the first-in, first-out method. A portion of inventory is included in non-current inventory. The non-current balance represents product that will most likely not be used within the next 12 months. A majority of this inventory comes from minimum economic level orders necessary to produce product at a reasonable cost.Instruments

~~Property~~The carrying value of cash, accounts receivable, prepaid expenses, deposits, inventory, accounts payable and ~~Equipment~~accrued expenses approximate fair value.

~~Property~~Considerable ~~and~~judgement ~~equipment are stated at cost. Depreciation~~ is ~~computed~~required onin ainterpreting ~~straight-line~~market ~~basis~~data ~~over~~to ~~their~~develop ~~estimated~~the ~~useful~~estimates ~~lives.~~of ~~Leased equipment is recorded at it’s~~ fair ~~market~~ value, atand ~~the~~accordingly, ~~beginning of~~ the ~~lease~~estimates ~~term~~are ~~and~~not isnecessarily ~~depreciated~~indicative ~~over~~of the ~~life~~amounts ofthat the ~~equipment.~~Company ~~Depreciation~~could onrealize ~~leased~~in ~~equipment~~a iscurrent ~~included~~market ~~in depreciation expense~~exchange.

~~Deferred~~Shipping ~~Income~~and ~~Taxes~~Handling Costs

~~Deferred~~Shipping ~~income taxes are recognized for the expected tax consequences in future years for differences between the tax bases of assets~~ and ~~liabilities~~handling ~~and~~costs ~~their~~incurred ~~financial~~were ~~reporting~~approximately ~~amounts~~$215,000 ~~based upon exacted tax laws~~ and ~~statutory~~$210,000 ~~tax rates applicable to the periods in which the differences are expected to affect taxable income. The Company accounts~~ for ~~income taxes under Topic 740 - Income Tax in~~ the ~~Accounting~~years ~~Standards~~ended ~~Codification.~~June A30, ~~valuation~~2023, ~~allowance is used to reduce deferred tax assets to the net amount expected to be recovered in future periods. The estimates for deferred tax assets~~ and ~~the~~2022, ~~corresponding~~respectively, ~~valuation allowance require us to exercise complex judgments. We periodically review~~ and ~~adjust~~were ~~those~~included ~~estimates~~in ~~based upon the most current information available. We have a valuation allowance of $31~~selling,~~960,~~ asgeneral ~~of June~~and ~~30,~~administrative ~~2022~~expenses. ~~We had no valuation allowance as of June 30, 2021.~~

~~F- 7~~ Advertising and Marketing

~~Fair~~The ~~Value~~Company records advertising and marketing expenses in the periods in which they are incurred. During the years ended June 30, 2023 and 2022, approximately $536,000 and $473,000, of ~~Financial~~advertising ~~Instruments~~and marketing costs were included in selling, general and administrative expenses for each respective year.

~~The~~Stock ~~carrying~~Based ~~value of cash, accounts receivable, prepaid expenses, deposits, inventory, accounts payable and accrued expenses approximate fair value.~~Compensation

~~Considerable~~In ~~judgement~~November is2020, ~~required~~our inshareholders ~~interpreting~~approved ~~market data to develop~~ the ~~estimates~~Procyon ofCorporation ~~fair~~2020 ~~value,~~Stock Option and ~~accordingly,~~Incentive ~~the~~Plan ~~estimates are not necessarily indicative of~~ (the ~~amounts~~“2020 ~~that~~Option ~~the Company could realize in a current market exchange~~Plan”).

~~Shipping~~The ~~and~~Company ~~Handling~~maintained ~~Costs~~the Procyon Corporation 2009 Stock Option Plan (the "2009 Option Plan"), which expired on December 8, 2019. The 2009 Option Plan was approved by the Company's shareholders on December 8, 2009. No further stock options or other awards may be granted under the 2009 Option Plan.

~~Shipping~~The 2009 Option Plan provided for the granting of incentive stock options, non-qualified stock options, and ~~handling~~stock ~~costs~~appreciation ~~incurred~~rights ~~were~~("SARs") ~~approximately~~to ~~$210~~eligible officers, directors, employees and consultants of the Company and its subsidiaries. The 2009 Option Plan is administered by the Compensation Committee. The Board of Directors has authorized the issuance of 500,000 shares of common stock to underlie the granting of incentive stock options and ~~$221~~500,000 ~~for~~shares of common stock to underlie the ~~years~~granting ~~ended~~ of non-qualified stock options and SARs under the 2009 Option Plan. The Board issued 250,000 shares of common stock to underlie Non-Qualified Stock Options, on September 27, 2016, effective June 30, ~~2022~~2016. However, 40,000 Options to purchase common stock were awarded to Justice Anderson pursuant to his employment agreement effective July 1, 2016 and 25,000 Options to purchase common stock were awarded to Justice Anderson pursuant to his employment agreement effective July 1, 2017. These Options will expire ten years after their respective grant dates. As of June 30, 2021, ~~respectively~~no other stock options or other awards have been granted under the 2009 Option Plan. The 1,000,000 ~~and~~shares ~~were~~of ~~included~~common instock ~~selling~~that have been reserved for the 2009 Option Plan (250,000 ~~general~~recently ~~and~~issued ~~administrative~~for ~~expenses~~Non-Qualified Stock Options) have not been registered under the Securities Act of 1933.

~~Advertising~~Eligible participants under the 2009 Option Plan must be such full or part-time officers and ~~Marketing~~other employees, non-employee directors and key persons (including consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Compensation Committee in its sole discretion. Only employees may receive incentive stock options. Employees, non-employee directors and consultants may receive non-qualified stock options or SARs.

~~The~~F ~~Company~~- records advertising and marketing expenses in the periods in which they are incurred. During the years ended June 30, 2022 and 2021, approximately $473,000 and $240,000, of advertising and marketing costs were included in selling, general and administrative expenses for each respective year.8

Non-Qualified Stock ~~Based~~Options ~~Compensation~~granted under the 2009 Option Plan many have a term of not more than ten years from the date of grant. The exercise price must be not less than 100% of the fair market value of the underlying common stock on the date of grant. Incentive Stock Options can be granted under the 2009 Option Plan for a term not exceeding ten years, except for Ten Percent Owners of our common stock, as defined in the Plan, for whom the maximum option term is five years. Incentive Stock Options are granted with an exercise price of not less than 100% of the fair market value of the underlying common stock on the date of grant. However, for Incentive Stock Options owned by Ten Percent Owners, the exercise price must be 110% of the Fair Market Value of the underlying stock on the date of grant.

~~In November~~The 2020 Option Plan provides for the granting of Incentive Stock Options, ~~our~~meeting ~~shareholders~~the ~~approved~~requirements of 422 of the ~~Procyon~~Internal ~~Corporation~~Revenue ~~2020~~Code (the “Code”), Non-Qualified Stock ~~Option~~Options, ~~and~~which do not qualify as Incentive ~~Plan~~Stock Options, Stock Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards (together, an “Award”). An SAR is an Award entitling the recipient to receive shares of Common Stock having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised. “~~2020~~Restricted ~~Option~~Stock ~~Plan~~Unit”) means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator equal to the value thereof as of such payment date, which right may be subject to certain vesting conditions and other restrictions. “Other Stock-Based Awards” means other Awards of Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property.

The ~~Company~~Board ~~maintained~~of Directors has authorized the ~~Procyon~~issuance ~~Corporation~~of ~~2009~~2,000,000 shares of Common Stock to underlie the granting of Awards under the 2020 Option Plan. (The 2,000,000 shares of Common Stock that have been reserved for the ~~"2009~~2020 Option Plan") have not been registered under the Securities Act of 1933. We have no present plans to register such shares. Incentive Stock Options may only be granted to employees of the Company or its Subsidiaries and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. Incentive Stock Options can be granted for a term not exceeding ten years, ~~which~~except ~~expired~~for ~~on December~~Ten 8Percent Owners of our Common Stock, ~~2019~~for whom the maximum option term is five years. ~~The~~Incentive ~~2009~~Stock ~~Option~~Options ~~Plan~~are ~~was~~granted ~~approved~~with byan exercise price of not less than 100% of the ~~Company's~~Fair ~~shareholders~~Market Value of the underlying Common Stock on ~~December~~ 8,the ~~2009~~date of grant. NoHowever, ~~further~~for ~~stock~~Ten ~~options~~Percent orOwners, ~~other~~the ~~awards may~~exercise price must be 110% of the Fair Market Value of the underlying Stock on the date of grant. Further, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under the ~~2009~~Plan ~~Option~~and ~~Plan~~any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by a Participant during any calendar year shall not exceed $100,000.

~~The 2009 Option Plan provided for the granting of incentive stock options, non~~Non-~~qualified~~Qualified ~~stock~~Stock ~~options,~~Options ~~and~~are ~~stock~~Options ~~appreciation~~that ~~rights ("SARs") to eligible officers, directors, employees and consultants of the Company and its subsidiaries. The 2009 Option Plan~~ is ~~administered~~not byintended ~~the Compensation Committee. The Board of Directors has authorized the issuance of 500,000 shares of common stock~~ to ~~underlie~~be ~~the~~or ~~granting~~otherwise ofdo ~~incentive~~not ~~stock~~qualify ~~options~~as ~~and~~an ~~500,000~~Incentive ~~shares~~Stock ~~of common stock to underlie the granting of non-qualified stock options and SARs under the 2009~~ Option ~~Plan~~. ~~The Board issued 250,000 shares of common stock to underlie~~ Non-Qualified Stock Options, ~~on September~~shall ~~27,~~be ~~2016,~~granted ~~effective June 30, 2016. However, 40,000 Options to purchase common stock were awarded to Justice Anderson pursuant to his employment agreement effective July 1, 2016~~ and ~~25,000~~have ~~Options~~a toterm ~~purchase~~of ~~common~~not ~~stock~~more ~~were~~than ~~awarded to Justice Anderson pursuant to his employment agreement effective July 1, 2017. These Options will expire~~ ten years ~~after~~from ~~their~~the ~~respective~~date ~~grant~~of ~~dates~~grant. AsThe ~~of June~~exercise ~~30,~~price ~~2021,~~must nobe ~~other~~not ~~stock~~less ~~options~~than or100% ~~other~~of ~~awards have been granted under~~ the ~~2009~~Fair ~~Option~~Market ~~Plan.~~Value ~~The 1,000,000 shares~~ of ~~common~~the ~~stock~~underlying ~~that~~Common ~~have~~Stock ~~been~~on ~~reserved for~~ the ~~2009~~date ~~Option~~of ~~Plan~~grant. ~~(250,000 recently issued for~~ Non-Qualified Stock ~~Options)~~Option ~~have~~can ~~not~~be ~~been~~awarded ~~registered~~to ~~under~~employees, ~~the~~officers, ~~Securities~~directors ~~Act~~or ~~of 1933~~consultants.

FEffective June 30, 2021, the Company granted 25,000 non- 8 qualified stock options to Justice W. Anderson and 25,000 non-qualified stock options to James B. Anderson for exceeding certain performance standards in fiscal 2021, pursuant to the terms of their respective Restated and Amended Executive Employment Agreements dated July 1, 2020.

~~Eligible~~F ~~participants under the 2009 Option Plan must be such full or part~~-~~time~~ officers and other employees, non-employee directors and key persons (including consultants and prospective employees) of the Company and its Subsidiaries as are selected from time to time by the Compensation Committee in its sole discretion. Only employees may receive incentive stock options. Employees, non-employee directors and consultants may receive non-qualified stock options or SARs.9

~~Non-Qualified~~Each ~~Stock Options granted under the 2009 Option Plan many have a term~~ of ~~not more than ten years from~~ the ~~date~~options ofwere ~~grant.~~dated ~~The~~September ~~exercise~~24, ~~price~~2021, ~~must~~but bewere ~~not~~granted ~~less~~and ~~than~~effective ~~100%~~as of ~~the~~June ~~fair~~30, ~~market~~2021 ~~value of the underlying common stock on the date of grant. Incentive Stock Options can be granted under the 2009 Option Plan~~ for a ~~term not exceeding~~ ten ~~years,~~year ~~except for Ten Percent Owners of our common stock, as defined in the Plan, for whom the maximum option~~ term isand ~~five~~have ~~years. Incentive Stock Options are granted with~~ an exercise price of ~~not less than 100% of the fair market value of the underlying common stock on the date of grant~~.373 ~~However,~~per ~~for Incentive Stock Options owned by Ten Percent Owners, the exercise price must be 110% of the Fair Market Value of the underlying stock on the date of grant~~share.

The ~~2020~~fair ~~Option~~value ~~Plan provides for the granting~~ of ~~Incentive~~a ~~Stock~~stock ~~Options,~~option ~~meeting~~is ~~the~~determined ~~requirements~~using ~~of 422 of~~ the ~~Internal~~Black-Scholes ~~Revenue Code (the “Code”), Non~~option-~~Qualified~~pricing ~~Stock Options~~model, which dovalues ~~not~~options ~~qualify~~based ason ~~Incentive Stock Options, Stock Appreciation Rights (“SARs”), Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards (together, an “Award”). An SAR is an Award entitling~~ the ~~recipient~~stock toprice ~~receive~~at ~~shares of Common Stock having a value equal to~~ the ~~excess~~grant ~~of the Fair Market Value of the Stock on the~~ date, ~~of exercise over~~ the ~~exercise~~expected ~~price~~life of the ~~Stock~~option, ~~Appreciation Right multiplied by~~ the ~~number~~estimated ofvolatility ~~shares~~ of ~~Stock with respect to which~~ the ~~Stock Appreciation Right shall have been exercised. “Restricted Stock Unit” means an unfunded~~stock, ~~unsecured~~the ~~right~~expected todividend ~~receive~~payments, onand the ~~applicable~~risk-free ~~settlement~~interest ~~date,~~rate ~~one~~over ~~Share or an amount in cash or other consideration determined by~~ the ~~Administrator~~life ~~equal~~of to the ~~value thereof as of such payment date, which right may be subject to certain vesting conditions and other restrictions~~option. ~~“Other Stock-Based Awards” means other Awards of Shares, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property.~~

The ~~Board~~Black-Scholes ofoption ~~Directors~~valuation ~~has~~model ~~authorized~~was ~~the~~developed ~~issuance~~for ofestimating ~~2,000,000 shares of Common Stock to underlie~~ the ~~granting~~fair ofvalue ~~Awards under the 2020 Option Plan. The 2,000,000 shares~~ of ~~Common~~traded ~~Stock~~options that have ~~been reserved for the 2020 Option Plan have not been registered under the Securities Act of 1933. We have~~ no ~~present~~vesting ~~plans~~restrictions toand ~~register~~are ~~such~~fully ~~shares~~transferable. ~~Incentive~~Because ~~Stock~~option ~~Options may~~valuation ~~only~~models berequire ~~granted to employees of~~ the ~~Company~~use ~~or its Subsidiaries and shall be subject to and shall be construed consistently with the requirements~~ of ~~Section~~subjective ~~422~~assumptions, ofchanges ~~the~~in ~~Code.~~these ~~Incentive~~assumptions ~~Stock Options~~ can bematerially ~~granted~~affect ~~for~~the afair ~~term~~value ~~not exceeding ten years, except for Ten Percent Owners~~ of ~~our Common Stock, for whom~~ the ~~maximum option term is five years~~options. ~~Incentive~~Our ~~Stock~~options ~~Options~~do ~~are granted with an exercise price of~~ not ~~less~~have ~~than 100% of~~ the ~~Fair~~characteristics ~~Market Value~~ of ~~the~~traded ~~underlying Common Stock on the date of grant. However~~options, ~~for Ten Percent Owners~~therefore, the ~~exercise~~option ~~price~~valuation ~~must~~models bedo ~~110%~~not ofnecessarily ~~the~~provide ~~Fair~~a ~~Market~~reliable ~~Value~~measure of the ~~underlying~~fair ~~Stock~~value ~~on the date~~ of ~~grant.~~our Further, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by a Participant during any calendar year shall not exceed $100,000options.

~~Non-Qualified~~Agreements ~~Stock~~to ~~Options~~grant ~~are~~40,000 ~~Options~~and ~~that~~25,000 isOptions ~~not~~to ~~intended~~purchase tocommon bestock orwere ~~otherwise~~executed doand ~~not~~delivered ~~qualify~~to asJustice anAnderson, ~~Incentive~~pursuant ~~Stock~~to ~~Option.~~his ~~Non-Qualified~~executive ~~Stock~~employment ~~Options~~agreements, ~~shall~~on beSeptember ~~granted~~27, 2016 and ~~have~~August a23, ~~term~~2017, ofrespectively, ~~not~~but ~~more~~with ~~than~~grant ~~ten~~dates ~~years~~of ~~from~~June ~~the~~30, ~~date~~2016 ofand ~~grant.~~June ~~The~~30, ~~exercise~~2017, ~~price~~respectively. ~~must~~Equity beinstruments ~~not~~issued ~~less~~to ~~than~~non-employees ~~100%~~in ofexchange ~~the~~for ~~Fair~~goods, ~~Market~~fees ~~Value~~and ofservices ~~the~~are ~~underlying~~accounted ~~Common~~for ~~Stock~~under on the ~~date~~fair ofvalue-based ~~grant.~~method ~~Non-Qualified~~of ~~Stock~~Accounting ~~Option~~Standards ~~can~~Codification beTopic ~~awarded~~718 to- ~~employees,~~Compensation ~~officers,~~- ~~directors~~Stock orCompensation ~~consultants~~(“Topic 718").

FEffective as of June 30, 2021, the Company granted 25,000 non- 9 qualified stock options to Justice W. Anderson and 25,000 non-qualified stock options to James B. Anderson for exceeding certain performance standards in fiscal 2021, pursuant to the terms of their respective Restated and Amended Executive Employment Agreements dated July 1, 2020. Each of the options were granted on June 30, 2021 with a ten year term and have an exercise price of .373 per option.

~~Effective June~~Additional ~~30,~~information ~~2021,~~with ~~the~~respect ~~Company granted 25,000 non-qualified stock options~~ to ~~Justice W. Anderson and 25,000 non-qualified~~ stock ~~options~~option toactivity ~~James~~is B. Anderson for exceeding certain performance standards in fiscal 2021, pursuant to the terms of their respective Restated and Amended Executive Employment Agreements dated July 1, 2020. Each of the options were dated September 24, 2021, but were granted and effective as ~~of June 30, 2021 for a ten year term and have an exercise price of .373 per share.~~follows:

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.

	Number of Shares		Weighted Average Exercise Price
Outstanding at June 30, 2021		115,000	$	0.26
Granted		-	$	-
Exercised		-	$	-
Cancelled		-	$	-
Outstanding at June 30, 2022		115,000	$	0.26
Granted		-	$	-
Exercised		-	$	-
Cancelled		-	$	-
Outstanding at June 30, 2023		115,000	$	0.26
Options exercisable at June 30, 2022		115,000	$	0.26
Options exercisable at June 30, 2023		115,000	$	0.26

~~The~~F ~~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.10

~~Agreements~~Net toIncome ~~grant~~Per ~~40,000~~Common and 25,000 Options to purchase common stock were executed and delivered to Justice Anderson, pursuant to his executive employment agreements, on September 27, 2016 and August 23, 2017, respectively, but with grant dates of June 30, 2016 and June 30, 2017, respectively. Equity instruments issued to non-employees in exchange for goods, fees and services are accounted for under the fair value-based method of Accounting Standards Codification Topic 718 - Compensation - Stock Compensation (“Topic 718").Share

~~Effective~~The asCompany ~~of June~~computes ~~30,~~net ~~2021,~~income ~~the~~per ~~Company~~share ~~granted~~in ~~25,000~~accordance ~~non~~with Accounting Standards Codification Topic 260 -~~qualified~~ ~~stock~~Earnings ~~options~~per toShare ~~Justice~~(Topic W260). ~~Anderson~~Topic 260 requires presentation of both basic and ~~25,000~~diluted ~~non-qualified~~earnings ~~stock~~per ~~options~~shares to(EPS) ~~James~~on B.the ~~Anderson~~face ~~for~~of ~~exceeding~~the ~~certain~~income ~~performance~~statement. ~~standards~~Basic inEPS ~~fiscal~~is ~~2021,~~computed ~~pursuant~~by dividing net income available to common shareholders (numerator) by the ~~terms~~weighted average number of ~~their~~common ~~respective~~shares ~~Restated~~outstanding ~~and~~(denominator) ~~Amended~~during ~~Executive~~the ~~Employment~~period. ~~Agreements~~Diluted ~~dated July~~EPS 1,gives ~~2020.~~effect ~~Each~~to ofall dilutive potential common shares outstanding during the period including stock options, ~~were~~using ~~granted~~the ~~on June~~treasury 30stock method, ~~2021~~and ~~with~~convertible apreferred ~~ten~~stock, ~~year~~using ~~term~~the ~~and~~if-converted ~~have~~method. anIn ~~exercise~~computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options.~~373~~ ~~per~~Diluted ~~option~~EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

~~Additional~~Subsequent ~~information with respect to stock option activity is as follows:~~Events

	Number of Shares		Weighted Average Exercise Price
Outstanding at June 30, 2020		65,000	$	0.17
Granted		50,000	$	0.37
Exercised		-	$	-
Cancelled		-	$	-
Outstanding at June 30, 2021		115,000	$	0.26
Granted		-	$	-
Exercised		-	$	-
Cancelled		-	$	-
Outstanding at June 30, 2022		115,000	$	0.26
Options exercisable at June 30, 2021		115,000	$	0.26
Options exercisable at June 30, 2022		115,000	$	0.26

We have evaluated subsequent events through September 18, 2023, which is the date the financial statements were available to be issued.

FNOTE B - 10 INVENTORIES Inventories consisted of the following:

Net Income Per Common Share

	June 30, 2023		June 30, 2022
Finished Goods	$	576,548	$	759,118
Raw Materials		185,370		184,757
	$	761,918	$	943,875

~~The~~At ~~Company~~June ~~computes~~30, ~~net~~2023 ~~income per share in accordance with Accounting Standards Codification Topic 260 - Earnings per Share (Topic 260). Topic 260 requires presentation of both basic~~ and ~~diluted~~2022, earnings per shares (EPS) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock optionsrespectively, ~~using the treasury stock method~~$330,513 and ~~convertible preferred stock~~$182,224 ~~using~~of ~~the~~our ~~if-converted~~inventory ~~method.~~was Inconsidered ~~computing~~non-current ~~diluted~~as ~~EPS,~~it ~~the~~will ~~average~~not ~~stock~~be ~~price for the period is~~ used inwithin ~~determining~~a ~~the~~one ~~number~~year ~~of shares assumed to be purchased from the exercise of stock options~~period. ~~Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.~~

~~Subsequent~~F ~~Events~~- 11

WeNOTE ~~have~~C ~~evaluated~~- ~~subsequent~~PROPERTY ~~events~~AND ~~through September 27, 2022, which is the date the financial statements were available to be issued.~~EQUIPMENT

~~NOTE~~Property Band -equipment ~~INVENTORIES~~consisted of the following:

Inventories consisted of the following:

As of June 30, 2023	Total
Office Equipment		239,890
Furniture and Fixtures		102,541
Software		177,019
Leasehold improvements		42,289
Production Equipment		26,752
Building		18,392
		606,883
Less accumulated depreciation		(325,860	)
	$	281,023

	June 30, 2022		June 30, 2021
Finished Goods	$	759,118	$	683,771
Raw Materials		184,757		170,567
	$	943,875	$	854,338

Depreciation expense was $52,817 for the year ended June 30, 2023.

At June 30, 2022 and 2021, respectively, $182,224 and $263,280 of our inventory was considered non-current as it will not be used within a one year period.

As of June 30, 2022	Total
Office Equipment	$	224,635
Furniture and Fixtures		95,038
Software		26,021
Leasehold improvements		35,907
Production Equipment		26,752
Building		18,392
		426,745
Less accumulated depreciation		(273,043	)
	$	153,702

~~F-11~~ Depreciation expense was $38,217 for the year ended June 30, 2022.

~~NOTE~~F C - ~~PROPERTY AND EQUIPMENT~~12

~~Property~~NOTE ~~and~~D ~~equipment~~- ~~consisted~~INTANGIBLE ~~of the following:~~ASSETS

As of June 30, 2022	Owned			Capitalized Leases		Total
Office Equipment		224,635		$	0	$	224,635
Furniture and Fixtures		95,038			0		95,038
Software		26,021			0		26,021
Leasehold improvements		35,907			0		35,907
Production Equipment		26,752			0		26,752
Building		18,392			0		18,392
		426,745			0		426,745
Less accumulated depreciation		(273,043	)		0		(273,043	)
	$	153,702		$	0	$	153,702

On June 30, 2017, the Company acquired the formulation of its care lotion from its manufacturer for $17,000. The Company has determined that this asset has an indefinite useful life and therefore is not being amortized, but instead will be tested for impairment at least annually in accordance with the provisions of FASB ASC 350, Intangibles - Goodwill and Other.

~~Depreciation~~NOTE ~~expense~~E ~~was~~- ~~$38,217~~ACCRUED ~~for the year ended June 30, 2022.~~EXPENSES

As of June 30, 2021	Owned			Capitalized Leases		Total
Office Equipment	$	223,018		$	0	$	223,018
Furniture and Fixtures		45,082			0		45,082
Software		26,021			0		26,021
Leasehold Improvements		26,301			0		26,301
Production Equipment		26,249			0		26,249
Building		18,392			0		18,392
		365,063			0		365,063
Less accumulated depreciation		(255,788	)		0		(255,788	)
	$	109,275		$	0	$	109,275

Accrued expenses consist of the following at June 30, 2023 and 2022.

Depreciation expense was $43,331 for the year ended June 30, 2021.

	2023		2022
Accrued Payroll	$	70,298	$	151,341
Accrued Paid Time Off		33,820		41,837
Accrued Professional Fees		48,793		53,681
Accrued Incentive Plan		24,387		10,789
Accrued Lease Liability		92,856		40,439
Other		7,344		4,514
Total	$	277,498	$	302,601

NOTE F -12 LINE OF CREDIT

~~NOTE~~A Dline -of ~~INTANGIBLE~~credit ~~ASSETS~~was procured in June 2021, with a bank. The limit for this line of credit is $250,000 as well. Terms of the Line of credit include and an interest rate that fluctuates at prime plus a half of point, interest only. The line of credit matures on June 30, 2022. This line of credit, renews annually until either party decides otherwise. At June 30, 2023, the Company owed $0 on the line of credit.

~~On June~~Interest ~~30,~~expense ~~2017,~~for the ~~Company~~years ~~acquired~~ended ~~the~~June ~~formulation~~30, of2023 ~~its~~and ~~care~~2022 ~~lotion~~was ~~from its manufacturer for~~ $~~17,000.~~0 ~~The Company has determined that this asset has an indefinite useful life~~ and ~~therefore is not being amortized~~$0, ~~but instead will be tested for impairment at least annually in accordance with the provisions of FASB ASC 350, Intangibles - Goodwill and Other~~respectively.

~~NOTE~~The Eline -of ~~ACCRUED~~credit ~~EXPENSES~~is guaranteed by Justice W. Anderson, President and Chief Executive Officer.

~~Accrued~~F ~~expenses~~- ~~consist of the following at June 30, 2022 and 2021.~~13

	2022		2021
Accrued Payroll	$	151,341	$	131,187
Accrued Paid Time Off		41,837		29,899
Accrued Professional Fees		53,681		50,916
Accrued Incentive Plan		10,789		153,494
Accrued Lease Liabiity		40,439		38,620
Other		4,514		9,861
Total	$	302,601	$	413,977

NOTE G - COMMITMENTS AND CONTINGENCIES

~~NOTE~~The FCompany -leases ~~LINE~~its OFoffice ~~CREDIT~~space, warehouse space and certain equipment. The minimum lease payments due under the lease agreements for fiscal years ended June 30, are as follows:

In fiscal 2019, the Company entered into a line of credit with a limit of $250,000 from a financial institution. At June 30, 2021 the Company owed $0 on this line of credit. This line of credit expired on June 30, 2021, and was not renewed.

2024	$	184,805
2025		188,353
2026		141,062
	$	514,220

ANOTE ~~new~~H ~~line~~- ofSTOCKHOLDERS’ credit was procured in June 2021, with a new bank. The limit for this line of credit is $250,000 as well. Terms of the Line of credit include and an interest rate that fluctuates based on prime plus a half of point, with monthly interest only payments. The line of credit matures on June 30, 2023. This line of credit, renews annually until either party decides otherwise. At June 30, 2022, the Company owed $0 on the line of credit.EQUITY

~~Interest~~During ~~expense~~January ~~for~~1995, the ~~years~~Company's ~~ended~~ Board of Directors authorized the issuance of up to 4,000,000 shares of Series A Cumulative Convertible Preferred Stock. The preferred stockholders are entitled to receive, if declared by the board of directors, quarterly dividends at an annual rate of $.10 per share of Series A Cumulative Convertible Preferred Stock per annum. Dividends accrue without interest and are cumulative from the date of issuance of the Series A Cumulative Convertible Preferred Stock and are payable quarterly in arrears in cash or publicly traded common stock when and if declared by the board of directors. As of June 30, ~~2022~~2023, ~~and~~no ~~2021~~dividends ~~was~~have been declared. Dividends in arrears on the outstanding preferred shares total $0437,936 ~~and~~or approximately $02.62 per share as of June 30, ~~respectively~~2023. So long as any shares of Series A Preferred Stock are outstanding, the Company is prohibited from declaring dividends or other distributions related to its Common Stock or purchasing, redeeming or otherwise acquiring any of the Common Stock.

The ~~line~~preferred stockholders have the right to convert each share of ~~credit~~Series isA ~~guaranteed~~Cumulative byConvertible ~~Justice~~Preferred WStock into one share of the Company's common stock at any time without additional consideration. ~~Anderson~~Each share of Series A Cumulative Convertible Preferred Stock is subject to mandatory conversion into one share of common stock of the Company, ~~President~~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 ~~Chief~~the ~~Executive~~initial ~~Officer~~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 Cumulative Convertible Preferred Stock have voting rights equal to the common stockholders based upon the number of shares of common stock into which the Series A Cumulative Convertible 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 of the outstanding Series A Cumulative Convertible Preferred stock.

~~NOTE~~Share-based Gcompensation expense recognized during the period is based on the value of the portion of share-based ~~PAYCHECK~~payment ~~PROTECTION~~awards ~~PROGRAM~~that ~~LOAN~~is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation accrued and charged against income for the periods ended June 30, 2023 and 2022 was $10,721 and $0 respectively.

~~The~~F ~~Company~~- applied for a loan with the Small Business Administration (the "SBA") Paycheck Protection Program ("PPP") of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the "CARES Act") in the amount of $201,000 (the "Loan"). The Loan was funded on April 13, 2020. The Company used the proceeds of the Loan for covered payroll costs, rent and utilities in accordance with the relevant terms and conditions of the CARES Act.14

~~The~~NOTE ~~Loan,~~I ~~which is evidenced by a promissory note (the "Note"), has a two~~-~~year~~ ~~term,~~EARNINGS ~~matures~~PER on April 13, 2022, and bears interest at a rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (discussed below), will commence seven months from the date the Note was signed and funded. The Company did not provide any collateral or guarantees for the Loan, nor did they pay any facility charge to obtain the Loan. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the Loan at any time without incurring any prepayment charges.SHARE

FAs required by Accounting Standards Codification Topic 260 - 13 Earnings per Share (“Topic 260"), the following table sets forth the computation of basic and diluted earnings per share:

The Loan may be forgiven partially or fully if the Loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the eight-week period that commenced on April 13, 2020. Any forgiveness of the Loan will be subject to approval by the SBA and will require the Companies to apply for such treatment.

	Years Ended June 30,
	2023			2022
Numerator:
Net (Loss) Income	$	(50,245	)	$	(209,790	)
Adjustment for basic earnings per share:
Dividend requirements on preferred stock		(16,710	)		(16,710	)
Numerator for basic earnings per share-Net income available to common stockholders	$	(66,955	)	$	(226,500	)
Effect of dilutive securities:
Numerator for diluted earnings per share- Net income available to common stockholder	$	(66,955	)	$	(226,500	)
Denominator:
Denominator for basic earnings per share- Weighted-average common shares		8,087,388			8,087,388
Effect of dilutive securities: Stock options		0			0
Weighted-average Dilutive potential common shares		0			0
Denominator for dilutive earnings per share-Adjusted weighted-average shares and assumed conversions		8,087,388			8,087,388
Basic Net Income per share	$	(0.01	)	$	(0.03	)
Diluted Net Income per share	$	(0.01	)	$	(0.03	)

~~The~~NOTE ~~loan~~J ~~was~~- ~~forgiven~~INCOME inTAXES ~~full~~AND ~~in May~~AVAILABLE ~~of 2021.~~CARRYFORWARD

~~NOTE~~As Hof -June ~~COMMITMENTS~~30, ~~AND~~2023, ~~CONTINGENCIES~~the Company had consolidated income tax net operating loss ("NOL") carryforwards for federal income tax purposes of approximately $716,000. NOL arising before December 31, 2020 will expire in various years ending through the year 2035 and for losses arising in taxable years beginning after December 31, 2020, the deduction is limited to 80% of taxable income and can be carried forward indefinitely. The utilization of certain loss carryforwards are limited under Section 382 of the Internal Revenue Code.

~~The~~F ~~Company~~- leased warehouse office space under operating leases expiring through year 2021. Lease expenses for the fiscal year ended June 30, 2021 was $31,091. The Company leases its office space, warehouse space and certain equipment. The minimum lease payments due under the lease agreements for fiscal years ended June 30, are as follows:15

2023	$	181,326
2024		184,805
2025		188,353
2026		141,062
	$	695,546

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

NOTE I - STOCKHOLDERS’ EQUITY

	Year ended		Year ended
	June 30, 2023		June 30, 2022
Current	$	-	$	-
Federal
State		-		-
Deferred		-		-
Federal	$	12,535	$	21,229
State		2,594		4,392
	$	15,129	$	25,621

~~During January~~Deferred ~~1995,~~income ~~the~~taxes ~~Company's~~reflect ~~Board of Directors authorized~~ the ~~issuance~~net oftax upeffects ~~to 4,000,000 shares~~ of ~~Series A Cumulative Convertible Preferred Stock. The preferred stockholders are entitled to receive, if declared by~~ the ~~board~~temporary ofdifferences ~~directors,~~between ~~quarterly dividends at an annual rate of $.10 per share of Series A Cumulative Convertible Preferred Stock per annum. Dividends accrue without interest and are cumulative from~~ the ~~date~~carrying ofamounts ~~issuance~~ of ~~the~~assets ~~Series A Cumulative Convertible Preferred Stock~~ and ~~are~~liabilities ~~payable~~for ~~quarterly~~financial inreporting ~~arrears~~purposes ~~in cash or publicly traded common stock when~~ and ~~if declared by~~ the ~~board~~amounts ofused ~~directors.~~for Asincome ~~of June~~tax ~~30, 2022, no dividends have been declared~~purposes. ~~Dividends~~Significant incomponents ~~arrears on the outstanding preferred shares total $421,226 or approximately $2.52 per share as~~ of ~~June~~ ~~30, 2022. So long as any shares of Series A Preferred Stock are outstanding,~~ the Company's isdeferred ~~prohibited~~tax ~~from~~assets ~~declaring~~and ~~dividends~~liabilities orare ~~other~~as ~~distributions related to its Common Stock or purchasing, redeeming or otherwise acquiring any of the Common Stock.~~follows:

The preferred stockholders have the right to convert each share of Series A Cumulative Convertible Preferred Stock into one share of the Company's common stock at any time without additional consideration. Each share of Series A Cumulative Convertible 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 Cumulative Convertible Preferred Stock have voting rights equal to the common stockholders based upon the number of shares of common stock into which the Series A Cumulative Convertible 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 of the outstanding Series A Cumulative Convertible Preferred stock.

	Non-Current
Deferred tax assets:
NOL and contribution carryforwards	$	181,439
Share based payments		6,387
Lease Liabilities - operating leases		125,064
Accrued compensated absences		8,572
Accrued bonus		6,181
Allowance for doubtful accounts		2,946
		330,589
Deferred tax (liabilities):
Right of use assets - operating leases		(133,611	)
Excess of tax over book depreciation		(35,798	)
Total deferred tax (liabilities)		(169,409	)
Net deferred tax asset (liability)		161,180
Valuation Allowance		-
Net deferred tax asset	$	161,180

~~Share-based~~F ~~compensation expense recognized during the period is based on the value of the portion of share~~-~~based~~ payment awards that is ultimately expected to vest. As share-based compensation expense recognized in the statement of operations is based on awards ultimately expected to vest, it can be reduced for estimated forfeitures. The ASC topic Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The share based compensation charged against income for the periods ended June 30, 2022 and 2021 was $0 and $19,679 respectively.16

The ~~Black-Scholes~~change option-pricing model, which values options based on the stock price at grant date, the expected life of the options, the estimated volatility of the stock and the risk free interest rate over the life of the option. The assumption used in the ~~Black-Scholes~~valuation ~~model~~allowance ~~were~~is as follows ~~for the stock options granted for the year ended June 30, 2021.~~:

Stock Price at Date of Grant	$	0.37
June 30, 2023	$	-
Risk-free interest rate		1.41	%
June 30, 2022		(31,960	)
Expected volatility of common stock		183.81	%
	$	(31,960	)
Dividend yield		0	%
Expected life of options (in years)		10

~~F- 14~~ Income taxes for the years ended June 30, 2023 and 2022 differ from the amounts computed by applying the effective income tax rates of 25.35% to income before income taxes as a result of the following:

NOTE J - EARNINGS PER SHARE

	2023			2022
Expected benefit (provision) at US statutory rate	$	13,767		$	49,436
State income tax net of federal benefit (provision)		2,848			10,229
Nondeductible expense		(1,246	)		(689	)
Non Taxable Income		-			-
Change in estimates of losses carryforward		(32,200	)		(1,395	)
Change in valuation allowance		31,960			(31,960	)

Income tax benefit (expense)	$	15,129		$	25,621

AsThe ~~required~~earliest bytax ~~Accounting~~year ~~Standards~~still ~~Codification~~subject ~~Topic~~to ~~260~~examination -by ~~Earnings~~taxing ~~per~~jurisdictions ~~Share~~is ~~(“Topic~~fiscal ~~260"),~~year ~~the~~June ~~following~~30, ~~table sets forth the computation of basic and diluted earnings per share:~~2020.

	Years Ended June 30,
	2022			2021
Numerator:
Net (Loss) Income	$	(209,790	)	$	694,349
Adjustment for basic earnings per share:
Dividend requirements on preferred stock		(16,710	)		(16,710	)
Numerator for basic earnings per share- Net income available to common stockholders	$	(226,500	)	$	677,639
Effect of dilutive securities:
Numerator for diluted earnings per share-Net income available to common stockholder	$	(226,500	)	$	677,639
Denominator:
Denominator for basic earnings per share-Weighted-average common shares		8,087,388			8,087,388
Effect of dilutive securities:Stock options		0			65,136
Weighted-average Dilutive potential common shares		0			167,100
Denominator for dilutive earnings per share-Adjusted weighted-average shares and assumed conversions		8,087,388			8,319,624
Basic Net Income per share	$	(0.03	)	$	0.08
Diluted Net Income per share	$	(0.03	)	$	0.08

The Company performed a review of its uncertain tax positions in accordance with Accounting Standards Codification ASC 740-10 "Uncertainty in Income Taxes". In this regard, an uncertain tax position represents the Company's expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes.

NOTE K - ~~INCOME~~CONCENTRATION ~~TAXES~~OF ~~AND~~SUPPLY ~~AVAILABLE CARRYFORWARD~~ RISK

AsThe ~~of June~~Company's ~~30,~~manufacturing ~~2022,~~and ~~the~~packaging ~~Company~~activities ~~had~~are ~~consolidated~~performed ~~income~~at ~~tax~~a ~~net~~production ~~operating~~facility ~~loss~~owned ~~("NOL")~~and ~~carryforwards~~operated ~~for~~by ~~federal~~a ~~income~~non-affiliated ~~tax~~pharmaceutical ~~purposes~~manufacturer. ofAt ~~approximately~~the ~~$822~~present time,~~000~~ the manufacturer is the major source of the Company’s wound care products. ~~NOL~~The ~~arising~~sudden ~~before December~~loss ~~31,~~or ~~2020~~failure ~~will~~of ~~expire~~this inmanufacturer ~~various~~could ~~years~~significantly ~~ending~~impair ~~through~~AMERX’s ~~the~~ability ~~year~~to ~~2035~~fulfill customer orders on a short-term basis and ~~for~~therefore, ~~losses~~could ~~arising~~materially inand ~~taxable~~adversely ~~years~~affect ~~beginning~~the ~~after December~~Company’s ~~31,~~operations. ~~2020~~However, the ~~deduction~~Company ishas ~~limited~~maintained toa ~~80%~~long-term ofrelationship ~~taxable~~with ~~income~~this manufacturer and ~~can~~does benot ~~carried~~expect ~~forward~~a ~~indefinitely.~~discontinuance ~~The~~of ~~utilization~~its ofwound ~~certain~~care ~~loss~~products ~~carryforwards~~from ~~are~~the ~~limited~~manufacturer ~~under~~in ~~Section~~the ~~382~~near ofterm. ~~the~~The ~~Internal~~Company ~~Revenue~~has ~~Code~~also opened relationships with other manufactures to address supply risk.

~~The~~There ~~components~~were ofno ~~the~~back ~~provision~~orders ~~for~~as ~~income~~of ~~taxes~~June ~~expenses~~30, ~~are~~2023 ~~attributable~~and 2022, respectively, due to ~~continuing~~the ~~operations~~timely asreceipt ~~follows:~~of product from the manufacturer.

	Year ended June 30, 2022		Year ended June 30, 2021
Current
Federal	$	-	$	-
State		-		-
		-		-
Deferred
Federal	$	21,229	$	(32,681	)
State		4,392		(6,763	)
	$	25,621	$	(39,444	)

F - 17

FNOTE L - 15 MAJOR CUSTOMER

~~Deferred~~During ~~income~~the ~~taxes~~year ~~reflect~~ended ~~the~~June ~~net~~30, ~~tax~~2022 ~~effects~~sales offrom ~~the~~one ~~temporary~~customer ~~differences~~accounted ~~between~~for ~~the~~approximately ~~carrying~~10% ~~amounts~~ of ~~assets~~AMERX’s ~~and~~sales. ~~liabilities~~In ~~for~~fiscal ~~financial~~2023 ~~reporting~~one ~~purposes~~customer ~~and~~accounted ~~the amounts used~~ for ~~income~~more ~~tax~~than ~~purposes.~~10% ~~Significant components~~ of ~~the Company'~~AMERX’s ~~deferred tax assets and liabilities are as follows:~~ sales.

	Non-Current
Deferred tax assets:
NOL and contribution carryforwards	$	208,277
Share based payments		4,988
Lease Liabilities - operating leases		164,727
Accrued compensated absences		10,604
Accrued bonus		2,734
Allowance for doubtful accounts		3,439
		394,769
Deferred tax (liabilities):
Right of use assets - operating leases		(177,981	)
Excess of tax over book depreciation		(38,777	)
Total deferred tax (liabilities)		(216,758	)
Net deferred tax asset (liability)		178,011
Valuation Allowance		(31,960	)
Net deferred tax asset	$	146,051
The change in the valuation allowance is as follows:
June 30, 2022	$	(31,960	)
June 30, 2021		-
	$	(31,960	)

NOTE M - RESEARCH AND DEVELOPMENT

~~Income~~AMERX ~~taxes~~incurred ~~for~~$30,600 and $30,000 during the years ended June 30, ~~2022~~2023 and ~~2021~~2022, ~~differ~~respectively, ~~from~~towards ~~the~~research ~~amounts~~and ~~computed~~development byefforts. ~~applying~~These ~~the~~efforts ~~effective~~were ~~income~~directed ~~tax~~towards ~~rates~~additional ofstudies ~~25.35%~~aimed toat ~~income~~expanding ~~before~~existing ~~income~~markets, ~~taxes~~correcting asissues awith ~~result~~FDA ofcompliance ~~the~~and ~~following:~~manufacturing.

	2022			2021
Expected benefit (provision) at US statutory rate	$	49,436		$	(154,097	)
State income tax net of federal benefit (provision)		10,229			(31,883	)
Nondeductible expense		(689	)		(3,450	)
Non Taxable Income		-			51,494
Change in estimates of losses carryforward		(1,395	)		(46,127	)
Change in valuation allowance		(31,960	)		144,619
Income tax benefit (expense)	$	25,621		$	(39,444	)

NOTE N - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

~~F- 16~~ Operating Leases

In August 2020, the Company entered into a lease agreement to lease certain office equipment with a lease term of 63 months. The ~~earliest~~lease ~~tax~~renews ~~year~~on ~~still~~a ~~subject~~month-to-month basis and contains an option to ~~examination~~purchase bythe ~~taxing~~equipment ~~jurisdictions~~at isfair ~~fiscal~~market ~~year June~~value 30or return the equipment. Historically, ~~2019~~the Company has not exercised the option to purchase at the end of the initial lease term for similar leases and simply returned the equipment at the end of the initial lease term. Initial rent amount was $574 per month. In applying ASC 842, the Company uses a lease term of 63 months and an incremental borrowing rate of 4.25% which was the borrowing rate on the Company’s line of credit with a financial institution.

~~The~~In January 2021, the Company ~~performed~~entered in a ~~review~~lease agreement to lease warehouse space with a lease term of ~~its~~64 ~~uncertain~~months. ~~tax~~The ~~positions~~Company inpays ~~accordance~~no ~~with~~rent ~~Accounting~~for ~~Standards~~the ~~Codification~~first ~~ASC~~four ~~740-10~~months ~~"Uncertainty~~of inthe ~~Income~~lease ~~Taxes"~~and pays $4,792.50 per month beginning the 5th month of the lease. Rent will increase each succeeding year by no less than 2% but not more than 5%. The rent amount includes common area maintenance charges which are considered nonlease components. In ~~this~~applying ~~regard~~ASC 842, anthe ~~uncertain~~Company ~~tax~~is ~~position~~electing ~~represents~~to account for nonlease components as being related to the ~~Company's~~lease ~~expected~~component. ~~treatment~~In ofaddition, the Company uses a ~~tax~~lease ~~position~~term ~~taken~~of in64 amonths ~~filed~~and ~~tax~~an ~~return,~~incremental orborrowing ~~planned~~rate toat beprime ~~taken~~rate inof a3.25% ~~future~~which ~~tax~~was ~~return,~~the ~~that~~borrowing ~~has~~rate ~~not~~on ~~been~~the ~~reflected~~Company’s inrecent ~~measuring~~line ~~income~~of ~~tax~~credit ~~expense~~with ~~for~~a financial ~~reporting purposes~~institution.

~~During~~In ~~the~~January ~~year ended June 30~~2021, ~~2020,~~ the Company ~~obtained~~entered in a ~~$201,000~~lease ~~loan~~agreement ~~from~~to ~~the~~lease ~~Small~~office ~~Business~~space ~~Administration~~with ~~(“SBA”) Paycheck Protection Program as~~ a ~~result~~lease term of ~~the~~64 ~~Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") enacted by Congress in response to the COVID-19 pandemic~~months. ~~Under~~The ~~the~~Company ~~program,~~pays ~~any~~no ~~loan~~rent ~~forgiveness~~for ~~would be excluded from~~ the ~~borrower's~~first ~~taxable~~four ~~income.During~~months ~~the~~of ~~year ended June 30, 2020,~~ the ~~Company~~lease ~~obtained~~and apays $~~201~~9,~~000~~372 ~~loan~~per ~~from~~month beginning the ~~Paycheck~~5th ~~Protection~~month ~~Program (PPP) as a result~~ of the ~~Coronavirus~~lease. ~~Aid,~~Rent ~~Relief,~~will ~~and~~increase ~~Economic~~each ~~Security~~succeeding ~~Act~~year ~~(“CARES Act”) enacted~~ by ~~Congress~~no inless ~~response~~than ~~to the COVID-19 pandemic. This loan, together with accrued interest of $~~2~~,172~~% ~~was~~but ~~forgiven~~not ~~in May~~more ~~2021.~~than ~~Under the program, any loan forgiveness would be excluded from the borrower’s taxable income~~5%. The ~~Internal~~rent ~~Revenue~~amount ~~Service~~includes ~~had~~common ~~previously~~area ~~denied~~maintenance acharges ~~borrower’s~~which ~~ability~~are toconsidered ~~deduct~~nonlease ~~the same expenses that qualify for the loan forgiveness~~components. ~~The~~In ~~Consolidated~~applying ~~Appropriations~~ASC ~~Act~~842, ~~2021, P.L. 116-260 ("~~the ~~Act"),~~Company ~~enacted~~is ~~on Dec.~~electing ~~27,~~to ~~2020,~~account ~~resolved~~for ~~the~~nonlease ~~issue~~components ofas ~~whether~~being ~~taxpayers~~related ~~can~~to ~~take~~the ~~deductions~~lease ~~for expenses paid for with forgiven PPP loans~~component. The ~~Act~~Company ~~clarified~~also ~~that~~incurred ~~gross~~initial ~~income~~direct ~~does~~cost ~~not~~of ~~include~~$114,083 ~~any~~related ~~amount~~to ~~that~~existing ~~would~~improvements ~~otherwise~~in ~~arise from~~ the ~~forgiveness~~leased ~~of a PPP loan~~space. ItThis ~~also~~initial ~~clarified~~direct ~~that~~cost ~~deductions~~has ~~are~~been ~~allowed~~included ~~for~~in ~~otherwise~~determining ~~deductible expenses paid with~~ the ~~proceeds~~initial ofROU aasset ~~PPP~~and ~~loan~~liability ~~that~~amounts. isIn ~~forgiven~~addition, ~~and that~~ the ~~tax~~Company ~~basis~~uses ~~and~~a ~~other~~lease ~~attributes~~term of ~~the~~64 ~~borrower's~~months ~~assets~~and ~~will~~an ~~not~~incremental beborrowing ~~reduced~~rate asat aprime ~~result~~rate of ~~the loan forgiveness~~3.25% ~~The~~which ~~provision~~was isthe ~~effective~~borrowing asrate ofon the ~~date~~Company’s ofrecent ~~enactment~~line of ~~the~~credit ~~CARES~~with ~~Act. As~~ a ~~result,~~financial ~~there is no longer an uncertain tax position with regards to the deductibility of these expenses~~institution.

~~NOTE~~In LMay -2021, ~~CONCENTRATION~~the OFCompany ~~SUPPLY~~entered ~~RISK~~into a lease agreement to lease certain office equipment with a lease term of 39 months. The lease expires at the end of the lease term and the Company can simply return the equipment at the end of the initial lease term or upgrade the equipment during or at the end of the current lease term. Initial rent amount was $547 per month.

~~The~~F ~~Company's manufacturing and packaging activities are performed at a production facility owned and operated by a non~~-~~affiliated~~ pharmaceutical manufacturer. At the present time, the manufacturer is the major source of the Company’s wound care products. The sudden loss or failure of this manufacturer could significantly impair AMERX’s ability to fulfill customer orders on a short-term basis and therefore, could materially and adversely affect the Company’s operations. However, the Company has maintained a long-term relationship with this manufacturer and does not expect a discontinuance of its wound care products from the manufacturer in the near term. The Company has also opened relationships with other manufactures to address supply risk.18

~~F- 17~~ In applying ASC 842, the Company uses a lease term of 39 months and an incremental borrowing rate of 4.25% which was the borrowing rate on the Company’s line of credit with a financial institution.

~~There~~The ~~were~~following nois ~~back~~information ~~orders~~related ~~as of June 30, 2022 and 2021, respectively, due~~ to the ~~timely~~Company’s ~~receipt~~ right-of-use ~~product~~assets ~~from~~and ~~the~~liabilities ~~manufacturer.~~for its operating leases:

NOTE M - MAJOR CUSTOMER

ROU assets - operating leases obtained in exchange for lease liabilities - operating leases	$	979,744
Amortization of ROU assets since lease inception		(452,574	)
ROU assets - operating leases at June 30, 2022	$	527,170
Lease liabilities - operating leases on adoption date	$	979,744
Payments on lease liabilities		(486,297	)
Lease liabilities - operating leases on June 30, 2023		493,447
Lease liabilities - operating leases due in the 12 months ending June 30, 2024		173,565
Lease liabilities - operating leases due after June 30, 2024	$	319,882

~~During~~Variable ~~the~~lease ~~year~~expense ~~ended June~~was 30$202,270 ~~2021~~and ~~sales~~$208,467 ~~from one customer accounted~~ for ~~approximately~~the ~~10%~~years ofended ~~AMERX’s~~June ~~sales.~~30, In2023 ~~fiscal~~and 2022, ~~one customer accounted for more than 10% of AMERX’s sales~~respectively.

~~NOTE~~Weighted Naverage -remaining ~~RESEARCH~~lease ~~AND~~term ~~DEVELOPMENT~~was 2.73 years and weighted average discount rate was 3.29% at June 30, 2023.

~~AMERX~~Sublease ~~incurred~~to ~~$30,000~~a ~~and~~Third $30,900 during the years ended June 30, 2022 and 2021, respectively, towards research and development efforts. These efforts were directed towards additional studies aimed at expanding existing markets, correcting issues with FDA compliance and manufacturing. Party

~~NOTE~~The OCompany -entered ~~PANDEMIC~~into ~~HEALTH~~a ~~ISSUE~~lease agreement with an unrelated party to sublease a portion of the warehouse space that it is leasing from its landlord. The contract conveys the right to control the use of the specified area of the warehouse for a period of time in exchange for consideration. Therefore, the sublease meets the definition of a lease pursuant to ASC 842. The Company classifies the sublease as an operating lease because it does not transfer ownership at the end of the lease term. The sublease is for a term of twelve months and it contains a renewal option of which the sublessee is not reasonably certain to exercise. The Company received sublease income of $19,908 during the year ended June 30, 2023.

AtThe ~~the~~following ~~time~~is ofthe ~~release~~amount of ~~these~~sublease ~~financial~~income ~~statements,~~ the ~~United~~Company ~~States~~will ~~continues~~receive toover ~~experience a National Emergency related to persistent health issues caused by~~ the ~~COVID-19~~next ~~pandemic.~~five ~~Management is unable to quantify the potential duration and economic impact of mandated closures by our National, State or Local governments.~~years:

NOTE P - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

12 months ending June 30,
2024	$	14,220
2025		-
2026		-
2027		-
2028		-
	$	14,220

~~Operating~~F ~~Leases~~ - 19

~~In June~~NOTE ~~2015,~~O the Company entered into a lease agreement to lease certain office equipment with a lease term of 63 months. The lease contains a renewal option to extend the term for successive one year periods. The Company is not reasonably certain that it will renew the lease when it expires. Initial rent amount was $1,079 per month, with increases each year no more than 3%. In applying ASC 842, the Company uses a lease term of 63 months and an incremental borrowing rate of 5.5% which was the borrowing rate on the Company’s line of credit with a financial institution with all accounts and general intangibles. This lease expired in September 2020. As such, the right-~~of-use~~ ~~asset~~RECENT ~~has~~ACCOUNTING ~~been fully amortized and its related lease liability extinguished at September 30, 2020.~~ PRONOUNCEMENTS

In ~~February~~ ~~2018~~June 2016, the ~~Company~~F ~~entered~~ASB inissued aAccounting ~~lease~~Standards ~~agreement~~Update toNo. ~~lease~~2016-13, ~~warehouse~~Financial ~~space~~Instruments ~~with~~- aCredit ~~lease~~Loss ~~term~~(Topic 326) (44ASU 2016-13"), which updates the guidance on recognition and measurement of 39credit ~~months~~losses for financial assets. The ~~Company~~new ~~pays~~requirements, noknown ~~rent~~as ~~for~~ the ~~first~~current ~~three~~expected ~~months~~credit ofloss ~~the~~model ~~lease,~~("CECL ~~pays~~") ~~$2,936~~will ~~per~~require ~~month~~entities ~~for~~to ~~the~~adopt ~~next~~an 12impairment ~~months,~~model ~~$3,024~~based ~~per~~on ~~month~~expected losses rather than incurred losses. ASU 2016-13 must be adopted on a modified-retrospective approach. This update was effective for ~~the~~fiscal ~~next~~years 8beginning ~~months,~~after $3December 15,~~019~~ ~~per~~2020 ~~month~~including ~~for~~interim periods within those fiscal years. In October 2019, the ~~next~~FASB 4approved ~~months~~an extension for all non-SEC filers, ~~and~~including $3small reporting companies,~~109~~ ~~for~~to extend the ~~last~~effective 12date ~~months.~~to Infiscal ~~applying~~years ~~ASC~~beginning ~~842~~after December 15, 2022, including interim periods within those fiscal years. Therefore, the ~~Company~~effective ~~uses~~date afor ~~lease~~this ~~term~~update ofwill 39be ~~months~~July ~~and~~1, an2023. ~~incremental~~The ~~borrowing~~Company ~~rate~~is currently evaluating the potential impact of ~~5.5%~~the ~~which~~adoption ~~was~~of the ~~borrowing~~new ~~rate~~standard on ~~the~~its ~~Company’s~~consolidated ~~line~~statements of ~~credit~~financial ~~with~~condition aand ~~financial~~results ~~institution~~of operations.

~~In August~~F ~~2020, the Company entered into a lease agreement to lease certain office equipment with a lease term of 63 months. The lease renews on a month~~-~~to-month~~ basis and contains an option to purchase the equipment at fair market value or return the equipment. Historically, the Company has not exercised the option to purchase at the end of the initial lease term for similar leases and simply returned the equipment at the end of the initial lease term. Initial rent amount was $574 per month. In applying ASC 842, the Company uses a lease term of 63 months and an incremental borrowing rate of 4.25% which was the borrowing rate on the Company’s line of credit with a financial institution.20

F- 18

In January 2021, the Company entered in a lease agreement to lease warehouse space with a lease term of 64 months. The Company pays no rent for the first four months of the lease and pays $4,792.50 per month beginning the 5th month of the lease. Rent will increase each succeeding year by no less than 2% but not more than 5%. The rent amount includes common area maintenance charges which are considered nonlease components. In applying ASC 842, the Company is electing to account for nonlease components as being related to the lease component. In addition, the Company uses a lease term of 64 months and an incremental borrowing rate at prime rate of 3.25% which was the borrowing rate on the Company’s recent line of credit with a financial institution.

In January 2021, the Company entered in a lease agreement to lease office space with a lease term of 64 months. The Company pays no rent for the first four months of the lease and pays $9,372 per month beginning the 5th month of the lease. Rent will increase each succeeding year by no less than 2% but not more than 5%. The rent amount includes common area maintenance charges which are considered nonlease components. In applying ASC 842, the Company is electing to account for nonlease components as being related to the lease component. The Company also incurred initial direct cost of $114,083 related to existing improvements in the leased space. This initial direct cost has been included in determining the initial ROU asset and liability amounts. In addition, the Company uses a lease term of 64 months and an incremental borrowing rate at prime rate of 3.25% which was the borrowing rate on the Company’s recent line of credit with a financial institution.

The following is information related to the Company’s right-of-use assets and liabilities for its operating leases:

ROU assets - operating leases obtained in exchange for lease liabilities - operating leases	$	973,081
Amortization of ROU assets since lease inception		(266,926	)
ROU assets - operating leases at June 30, 2022	$	706,155
Lease liabilities - operating leases on adoption date	$	973,081
Payments on lease liabilities		(319,222	)
Lease liabilities - operating leases on June 30, 2022		653,859
Lease liabilities - operating leases due in the 12 months ending June 30, 2022		162,547
Lease liabilities - operating leases due after June 30, 2022	$	491,312

Variable lease expense was $208,467 and $133,531 for the years ended June 30, 2022 and 2021, respectively.

Weighted average remaining lease term was 3.74 years and weighted average discount rate was 3.29% at June 30, 2022.

NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the F ASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Loss (Topic 326) {44ASU 2016-13"), which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL ") will require entities to adopt an impairment model based on expected losses rather than incurred losses. ASU 2016-13 must be adopted on a modified-retrospective approach. This update was effective for fiscal years beginning after December 15, 2020 including interim periods within those fiscal years. In October 2019, the F ASB approved an extension for all non-SEC filers, including small reporting companies, to extend the effective date to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Therefore, the effective date for this update will be July 1, 2023. The Company is currently evaluating the potential impact of the adoption of the new standard on its consolidated statements of financial condition and results of operations.

F-19

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