FORM  10-QSB                                                      MARCH 31, 2002
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-QSB


  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


                        Commission file number: 0-24092



               [GRAPHIC OMITTED]   POSITRON


                               A Texas Corporation
                               I.D. No. 76-0083622
            1304 Langham Creek Drive, Suite 300, Houston, Texas 77084
                                 (281) 492-7100




Indicate  by  check mark 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     X          No
                       ---------          -----------



As  of  March  31, 2002, there were 62,173,303 shares of the Registrant's Common
Stock,  $.01  par  value  outstanding.


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FORM  10-QSB                                                      MARCH 31, 2002
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                              POSITRON CORPORATION

                                TABLE OF CONTENTS

                FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2002




PART I - FINANCIAL INFORMATION                                                 PAGE
                                                                               ----
                                                                            
     Item 1.  Condensed Financial Statements

          Condensed Balance Sheets as of March 31, 2002 and December 31, 2001     3

          Condensed Statements of Operations for the three months ended
               March 31, 2002 and 2001                                            4

          Condensed Statements of Cash Flows for the three months ended
               March 31, 2002 and 2001                                            5

          Selected Notes to Condensed Financial Statements                        6

     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operation                                                8

PART II - OTHER INFORMATION                                                       9

Signature Page                                                                    9



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FORM 10-QSB                                                       MARCH 31, 2002
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                                     POSITRON CORPORATION
                                   CONDENSED BALANCE SHEETS
                              (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                  March 31,     December 31,
                                                                     2002           2001
ASSETS                                                           (Unaudited)       (Note)
------                                                           ------------  --------------
                                                                         
Current assets:
  Cash and cash equivalents                                      $       345   $         635
  Accounts receivable, net                                               547             184
  Inventories                                                          4,406           4,887
  Prepaid expenses                                                       101              54
  Loan costs                                                              50             100
  Other current assets                                                   155             118
                                                                 ------------  --------------
          Total current assets                                         5,604           5,978

Property and equipment, net                                              352             375
                                                                 ------------  --------------

          Total assets                                           $     5,956   $       6,353
                                                                 ============  ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Note payable to stockholder                                    $     2,000   $       2,000
  Accounts payable, trade and accrued liabilities                      2,708           2,496
  Unearned revenue                                                       230             318
  Current portion of capital lease obligation                             41              40
                                                                 ------------  --------------
          Total current liabilities                                    4,979           4,854

Capital lease obligation                                                  22              33
                                                                 ------------  --------------
          Total liabilities                                            5,001           4,887

Stockholders' equity:
Series A Preferred Stock:  $1.00 par value; 8% cumulative,
    convertible, redeemable; 5,450,000 shares
    authorized; 510,219 shares issued and outstanding
    at March 31, 2002 and December 31, 2001.                             510             510
Common Stock:  $0.01 par value; 100,000,000 shares
    authorized; 62,233,459 shares issued and 62,173,303 shares
    outstanding at March 31, 2002 and December 31, 2001.                 622             622
Additional paid-in capital                                            55,079          55,079
Subscription receivable                                                  (30)            (30)
Accumulated deficit                                                  (55,211)        (54,700)
Treasury Stock:  60,156 shares at cost                                   (15)            (15)
                                                                 ------------  --------------
           Total stockholders' equity                                    955           1,466
                                                                 ------------  --------------
Total liabilities and stockholders' equity                       $     5,956   $       6,353
                                                                 ============  ==============


Note:  The consolidated balance sheet at December 31, 2001 has been derived from
the  audited  financial  statements at that date but does not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.  See  accompanying  notes.


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FORM 10-QSB                                                       MARCH 31, 2002
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                              POSITRON CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


                                                        Three Months Ended
                                                      ------------------------
                                                       March 31,    March 31,
                                                         2002         2001
                                                      -----------  -----------
                                                             
Revenues:
    System sales                                      $    1,150   $       --
    Upgrades                                                  --          127
    Service and component                                    346          366
                                                      -----------  -----------
       Total revenues                                      1,496          493

Costs of sales and services:
    System sales                                           1,098           --
    Upgrades                                                  --           83
    Service, warranty and component                          140          153
                                                      -----------  -----------
       Total costs of revenues                             1,238          236
                                                      -----------  -----------
        Gross profit                                         258          257

Operating expenses:
    Research and development                                 265          270
    Selling and marketing                                     96          253
    General and administrative                               353          425
                                                      -----------  -----------

        Total operating expenses                             714          948
                                                      -----------  -----------
             Loss from operations                           (456)        (691)

Other income (expense):
    Interest income                                            1           32
    Interest expense                                         (56)          (3)
                                                      -----------  -----------
        Total other income (expense)                         (55)          29
                                                      -----------  -----------

Net loss                                              $     (511)  $     (662)
                                                      ===========  ===========

Basic and diluted loss per common share               $    (0.01)  $    (0.01)
                                                      -----------  -----------
Weighted average number of basic and diluted common
     shares outstanding                                   62,173       62,047
                                                      -----------  -----------


                             See accompanying notes


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FORM 10-QSB                                                       MARCH 31, 2002
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                              POSITRON CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


                                                           Three Months Ended
                                                        ------------------------
                                                         March 31,    March 31,
                                                           2002         2001
                                                        -----------  -----------
                                                               
Cash flows from operating activities:
    Net loss                                            $     (511)  $     (662)
    Adjustments to reconcile net loss to net cash
            used in operating activities:
         Depreciation                                           23           29
         Amortization                                           50           --
         Changes in operating assets and liabilities:
              Accounts receivable                             (363)         428
              Inventory                                        481       (1,414)
              Prepaid expenses                                 (47)          29
              Other current assets                             (37)         (45)
              Accounts payable and accrued liabilities         212          555
              Unearned revenue                                 (88)         (45)
              Other liabilities                                 --           (5)
                                                        -----------  -----------
          Net cash used in operating activities               (280)      (1,130)
                                                        -----------  -----------
Cash flows from investing activities:
      Decrease in short-term investments                        --        1,234
      Capital expenditures                                      --          (24)
                                                        -----------  -----------
           Net cash provided by investing activities            --        1,210
                                                        -----------  -----------

Cash flows from financing activities:
       Repayment of capital lease obligation                   (10)          (9)
                                                        -----------  -----------
           Net cash used in financing activities               (10)          (9)
                                                        -----------  -----------

Net (decrease) increase in cash and cash equivalents          (290)          71

Cash and cash equivalents, beginning of period                 635          114
                                                        -----------  -----------

Cash and cash equivalents, end of period                $      345   $      185
                                                        ===========  ===========


                             See accompanying notes


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FORM 10-QSB                                                       MARCH 31, 2002
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                              POSITRON CORPORATION
                 SELECTED NOTES TO CONDENSED FINANCIAL STATEMENTS

1.   BASIS  OF  PRESENTATION
     -----------------------

     The  accompanying unaudited interim financial statements have been prepared
     in  accordance  with generally accepted accounting principles and the rules
     of  the  U.S.  Securities  and  Exchange  Commission, and should be read in
     conjunction  with  the  audited  financial  statements  and  notes  thereto
     contained  in  the  Annual Report Form 10-KSB for Positron Corporation (the
     "Company")  for  the  year  ended  December  31,  2001.  In  the opinion of
     management,  all  adjustments,  consisting of normal recurring adjustments,
     necessary  for a fair presentation of financial position and the results of
     operations  for  the  interim periods presented have been reflected herein.
     The  results  of  operations  for  interim  periods  are  not  necessarily
     indicative  of  the  results to be expected for the full year. Notes to the
     financial  statements  which  would substantially duplicate the disclosures
     contained  in  the  audited financial statements for the most recent fiscal
     year  ended  December  31,  2001, as reported in the Form 10-KSB, have been
     omitted.

2.   COMPREHENSIVE  INCOME
     ---------------------

     Effective  January  1,  1998,  the  Company  adopted Statement of Financial
     Accounting  Standard  ("SFAS")  No.  130, "Reporting Comprehensive Income."
     Comprehensive  income  includes such items as unrealized gains or losses on
     certain  investment  securities  and  certain  foreign currency translation
     adjustments.  The  Company's  financial  statements  include  none  of  the
     additional  elements  that  affect  comprehensive  income.  Accordingly,
     comprehensive  income  and  net  income  are  identical.

3.   EARNINGS  PER  SHARE
     --------------------

     Basic earnings per common share are based on the weighted average number of
     common  shares  outstanding  in  each  period  and  earnings  adjusted  for
     preferred  stock  dividend  requirements. Diluted earnings per common share
     assume  that  any  dilutive convertible preferred shares outstanding at the
     beginning  of  each  period  were  converted  at  those dates, with related
     interest,  preferred  stock  dividend  requirements  and outstanding common
     shares adjusted accordingly. It also assumes that outstanding common shares
     were  increased by shares issuable upon exercise of those stock options and
     warrants  for  which market price exceeds exercise price, less shares which
     could  have  been  purchased  by  the  Company  with  related proceeds. The
     convertible preferred stock and outstanding stock options and warrants were
     not  included  in  the computation of diluted earnings per common share for
     the  three  month periods ended March 31, 2002 and 2001 since it would have
     resulted  in  an  antidilutive  effect.

4.   INCOME  TAX
     -----------

     The  difference  between  the  Federal  statutory  income  tax rate and the
     Company's  effective income tax rate is primarily attributable to increases
     in  valuation  allowances for deferred tax assets relating to net operating
     losses.

5.   LITIGATION
     ----------

     PROFUTURES  CAPITAL  BRIDGE  FUND,  L.P.

     On  September 26, 2000, ProFutures Capital Bridge Fund, L.P. ("ProFutures")
     filed  a  complaint  against  the  Company  in  Colorado  state  court  for
     declaratory  relief  and  breach  of  contract.  ProFutures  alleges in its
     complaint  that  the Company breached four stock purchase warrants when, on
     February  14,  2000,  the Company registered only 1,500,000 shares of stock
     underlying  ProFutures  warrants  instead  of the 4,867,571 that ProFutures
     claims it is entitled to purchase. ProFutures claims that it is entitled to
     purchase  these  additional  shares  of  stock  under  the  anti-dilution
     provisions  in  its  warrants  and  as  the  result  of the Company sale of
     additional  shares  of  stock and issuance of additional warrants. Prior to


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FORM 10-QSB                                                       MARCH 31, 2002
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     being sued by ProFutures, the Company notified ProFutures that its Board of
     Directors  had  determined  that  as  a  result  of the Imatron Transaction
     ProFutures  was entitled to purchase an additional 965,894 shares of common
     stock  under  its  warrants.  ProFutures  seeks  in  its  complaint  for  a
     declaration  that it is entitled to purchase the additional shares of stock
     under  its  warrants  and  for  damages  for  breach  of the warrants in an
     unspecified  amount.  On  February 28, 2002, ProFutures asserted in amended
     court  filings  that  it  was seeking $4.6 million in damages plus interest
     from  the Company.

     The Company believes that ProFutures' claim that it is entitled to purchase
     additional  shares  and  for  damages  is  without  merit.  The Company has
     retained  counsel and intends to vigorously defend the ProFutures' lawsuit.
     The  Company cannot, however, provide assurance as to the outcome. If it is
     decided  that ProFutures is entitled under its warrants to purchase some or
     all  of  the  claimed  additional shares of stock, upon the exercise of the
     warrants,  the  Company's shareholders would suffer additional dilution and
     the  price  of the Company's common stock could drop. The case is set for a
     court  trial  in  Denver,  Colorado  on  June  17,  2002.

     On  January  5,  2002,  ProFutures  filed  a  second  complaint against the
     Company,  also  naming  its directors S. Lewis Meyer and Gary H. Brooks and
     its  investor  Imatron  Inc. ("Imatron") as co-defendants, in Colorado Sate
     Court  for  fraudulent  transfer  and  injunctive relief based upon alleged
     violations of various sections of the Texas Business and Commerce code. The
     defendants  removed  the  case  to the United States District Court for the
     District  of Colorado and filed a motion to dismiss, which is pending as of
     this  date.  ProFutures alleges in its complaint that the Company committed
     fraud  when  they  entered  into  a loan agreement with Imatron on June 29,
     2001,  wherein  Imatron  agreed to loan the Company $2,000,000. As security
     for  the  loan,  the  Company  granted  Imatron  a  first priority security
     interest  in  all  of  the Company assets. ProFutures alleges that the loan
     transaction was an illegal transfer pursuant to Texas law on the basis that
     the defendants knew the amount of monetary damages claimed by ProFutures in
     the  related  September  26, 2000, Colorado state litigation at the time of
     the  June  29,  2001, loan transaction and that the loan transaction was an
     effort  to  hinder,  delay  and  defraud  ProFutures  with  respect to that
     pre-existing  monetary damage claim. ProFutures seeks the following relief:
     declarations  from  the  court  that  the  loan  transfer is fraudulent and
     therefore void; injunctions prohibiting the Company from making any further
     payments to Imatron and prohibiting Imatron from enforcing its rights under
     the  agreement.  The  Company  believes that ProFutures' claims are without
     merit and has retained counsel to vigorously defend against the claims. The
     Company  cannot, however, provide assurance as to the outcome. If the court
     holds  in  favor  of  ProFutures  on  this matter there could be a material
     adverse  effect  on  the  business  of  the  Company.

     CHINA  XINXING

     In  July  2001  and  February 2002, the Company received demands from China
     Xinxing,  a  company  located  in  Shanghai,  China,  for  payment  of  an
     arbitration award in favor of China Xinxing and against the Company, in the
     total  amount of approximately $297,000. The award was rendered on or about
     August  25, 2000 by arbitrators affiliated with the Shanghai Sub-commission
     of  the  China  International  Economic  and  Trade  Arbitration Commission
     (CIETAC  Case No. SM9872, Award No. (2000) HMZZ 1154). The award represents
     the  amount  of  a  refund  (together with arbitration costs) of an advance
     payment  made  by  China  Xinxing  under  a contract with the Company dated
     September  12,  1996. In its February 2002 demand, China Xinxing threatened
     to file suit in the United States to obtain confirmation and enforcement of
     the  award.  The  amount  of  the  arbitration award is included in accrued
     liabilities  at  March  31,  2002.

     10P10,  L.P.

     In  December  2001,  10P10,  L.P.  the  Company's landlord for its premises
     located  at  16350  Park  Ten  Place,  Suite  150,  Houston, Texas, filed a
     complaint  against  the  Company  alleging  breach  of lease agreement. The
     Company  disputes  the  amount  of lease commissions and construction costs
     charged  by 10P10, L.P. in conjunction with the subleasing of the premises.
     The  claim  amount  of  approximately  $130,000  is  included  in  accrued
     liabilities  as  of  March  31,  2002.


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FORM 10-QSB                                                       MARCH 31, 2002
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     ITEM  2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

We  are including the following cautionary statement in this Quarterly Report on
Form  10-QSB  to  make  applicable  and utilize the safe harbor provision of the
Private  Securities  Litigation Reform Act of 1995 regarding any forward-looking
statements  made  by,  or on behalf of, the Company.  Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events or performance and underlying assumptions and other statements, which are
other  than statements of historical facts.  Certain statements contained herein
are  forward-looking  statements  and,  accordingly,  involve  risks  and
uncertainties, which could cause actual results or outcomes to differ materially
from  those  expressed  in  the  forward-looking  statements.

Our  expectations,  beliefs  and projections are expressed in good faith and are
believed  by  us  to have a reasonable basis, including without limitations, our
examination  of  historical  operating trends, data contained in our records and
other  data available from third parties, but there can be no assurance that our
expectations,  beliefs  or  projections  will  result,  or  be  achieved,  or be
accomplished.

COMPARISON  OF  THE  RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
--------------------------------------------------------------------------------
2002  AND  2001.
----------------

We  experienced  a  loss  of  $511,000 for the three months ended March 31, 2002
compared to a loss of $662,000 for the same period in 2001.  The reduced loss in
the  first  quarter  of  2002  resulted primarily from the $234,000 reduction in
operating  expenses  and  the  sale  of  one  system.

We  generated  revenues  of  $1,150,000  from  the sale of one system during the
quarter  ended  March  31,  2002  compared to having no system sales in the same
quarter  in  2001.  We  produced  no  revenues from upgrades of equipment in the
first  three  months  of  2002  compared  to $127,000 in revenues from equipment
upgrades  for  the  same  period  in  2001.  Service and component sales revenue
decreased  $20,000 to $346,000 during the three months ended March 31, 2002 from
$366,000  for  the  same  quarter  in  the  prior  year.

We  generated  gross profits of $258,000 during the three months ended March 31,
2002  compared  to  $257,000  for  the  same  three  months  in  2001.

Our operating expenses decreased $234,000 to $714,000 for the three months ended
March  31,  2002  from  $948,000 for the same period in 2001.  This decrease was
primarily  the  result  of lower selling and marketing expenses during the first
quarter  of  2002.

We  earned  interest  income of $1,000 during the three month period ended March
31,  2002 compared to $32,000 for the same period in 2001.  The $31,000 decrease
in  interest  income  was  the  result  of having a significantly lower level of
invested  funds  in  2002.  Interest  expense of $56,000 in the first quarter of
2002  was  primarily  attributable  to  the  note  payable  to  a  shareholder.

FINANCIAL  CONDITION
--------------------

We  had  cash  and  cash equivalents of $345,000 on March 31, 2002.  On the same
date, we had accounts payable and accrued liabilities of $2,708,000, and were in
default  on a $2,000,000 note payable to a stockholder.  In the first quarter of
2002, we sold one imaging system and received purchase contracts and the related
down  payments  from  customers for two additional systems.  In order to resolve
the  liquidity  problems,  we  must  continue  to  sale  imaging systems or seek
alternative  sources  of equity funding.  However, there is no assurance that we
will  be  successful in selling new systems or securing additional equity funds.

Since  inception,  we  have  been  unable  to  sell  our  POSICAM(TM) systems in
quantities  sufficient  to  be  operationally  profitable. Consequently, we have
sustained  substantial  losses. Due to the sizable selling prices of our systems
and  the  limited  number  of systems sold or placed into service each year, our
revenues have fluctuated significantly from year-to-year. We have an accumulated
deficit  of  $55,211,000  at  March  31,  2002.

These  events raise doubt as to our ability to continue as a going concern.  The
report of our independent public accountants, which accompanied our consolidated
financial  statements  for  the year ended December 31, 2001, was qualified with
respect  to  that  risk.


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FORM 10-QSB                                                       MARCH 31, 2002
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                           PART II  OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

The  information  regarding  legal  proceedings  set  forth above under Part I -
Financial  Information,  Note 5 to the Condensed Financial Statements, is hereby
incorporated  by  reference  into  Part  II,  Item  1  -  Legal  Proceedings.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

The  Company entered into a loan arrangement on June 29, 2001 with Imatron Inc.,
a  stockholder  of the Company, for the purpose of borrowing up to $2,000,000 to
fund  operating  activities.  The loan is collateralized by substantially all of
the  assets  of  the  Company. As of March 31, 2002, principal of $2,000,000 has
been  advanced on the loan. The loan bears interest on the outstanding principal
balance  at  an annual rate of 10% and is payable monthly. Principal on the loan
amounting to $1,000,000 and $500,000 shall be repaid within (5) business days of
December  31,  2001  and March 31, 2002, respectively. The remaining $500,000 of
loan principal and all unpaid interest is due and payable no later than June 30,
2002. The Company has not made the interest payments that are due monthly on the
loan,  resulting  in  outstanding  accrued interest of approximately $127,000 at
March  31, 2002. The portions of the loan principal due on December 31, 2001 and
March  31,  2002  are  currently  in  default.




                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  caused  this  report  to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


                                          POSITRON CORPORATION
                                          (Registrant)



Date:  May 14, 2002                         /s/  Gary H. Brooks
                                          ----------------------------
                                          Gary H. Brooks
                                          President & CEO
                                          (Duly Authorized Officer and
                                          Principal Accounting Officer)


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