UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 31, 2009

or



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

Commission File Number: 001-16185





GEOPHARMA, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|State of Florida                                               |  | 59-2600232                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6950 Bryan Dairy Road, Largo, Florida                          |  | 33777                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code (727) 544-8866





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   ̈    No   ̈

Indicate by check mark 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   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

The number of shares outstanding of the Issuers common stock
at $.01 par value as of February 11, 2010 was 23,398,806.









---

PART I  FINANCIAL INFORMATION



|Item 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
|------- | --------------------------------------------

GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

as of December 31, and March 31, 2009



|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | -------------- | - | ----------- | -
|                                                                                                                                                            |  | December 31, 2009 |             |   | March 31, 2009 |  
|                                                                                                                                                            |  | (unaudited)       |             |   | (audited)      |  
|ASSETS                                                                                                                                                      |  |                   |             |   |                |   |             |  
|Current assets:                                                                                                                                             |  |                   |             |   |                |   |             |  
|Cash and cash equivalents                                                                                                                                   |  | $                 | 41,564      |   |                | $ | 90,346      |  
|Certificates of deposit                                                                                                                                     |  |                   |            |   |                |   | 5,377,397   |  
|Accounts receivable, net                                                                                                                                    |  |                   | 1,346,905   |   |                |   | 2,119,279   |  
|Inventories, net                                                                                                                                            |  |                   | 5,054,437   |   |                |   | 6,537,937   |  
|Prepaid expenses and other current assets                                                                                                                   |  |                   | 825,919     |   |                |   | 443,019     |  
|Assets to be disposed of                                                                                                                                    |  |                   | 621,722     |   |                |   | 4,760,100   |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total current assets                                                                                                                                        |  | $                 | 7,890,547   |   |                | $ | 19,329,078  |  
|                                                                                                                                                            |  |                  
|Property, plant, leasehold improvements and equipment, net                                                                                                  |  |                   | 8,335,964   |   |                |   | 11,458,195  |  
|Goodwill, net                                                                                                                                               |  |                   | 728,896     |   |                |   | 728,896     |  
|Deferred compensation                                                                                                                                       |  |                   | 2,167,267   |   |                |   | 2,969,412   |  
|Intangible assets, net                                                                                                                                      |  |                   | 2,759,216   |   |                |   | 6,109,812   |  
|Deferred tax asset, net                                                                                                                                     |  |                   | 3,775,609   |   |                |   | 5,254,976   |  
|Notes receivable, net                                                                                                                                       |  |                   | 500,000     |   |                |   | 500,000     |  
|Investment in unconsolidated affiliates                                                                                                                     |  |                   | 10,163,316  |   |                |   | 1,594,502   |  
|Other assets, net                                                                                                                                           |  |                   | 1,060,849   |   |                |   | 1,091,529   |  
|Assets to be disposed of                                                                                                                                    |  |                   | 10,360      |   |                |   | 1,267,722   |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total assets                                                                                                                                                |  | $                 | 37,392,024  |   |                | $ | 50,304,122  |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                        |  |                   |             |   |                |   |             |  
|Current liabilities:                                                                                                                                        |  |                   |             |   |                |   |             |  
|Accounts payable                                                                                                                                            |  | $                 | 8,554,327   |   |                | $ | 5,056,351   |  
|Notes payable                                                                                                                                               |  |                   | 846,354     |   |                |   | 5,630,488   |  
|Current portion - long-term obligations                                                                                                                     |  |                   | 355,490     |   |                |   | 2,826,737   |  
|Current portion - convertible debt                                                                                                                          |  |                   | 3,700,000   |   |                |   | 2,800,000   |  
|Accrued expenses, related party and other liabilities                                                                                                       |  |                   | 6,837,551   |   |                |   | 4,479,289   |  
|Liabilities to be disposed of                                                                                                                               |  |                   | 748,681     |   |                |   | 7,753,051   |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total current liabilities                                                                                                                                   |  | $                 | 21,042,403  |   |                | $ | 28,545,916  |  
|                                                                                                                                                            |  |                  
|Long-term obligations, less current portion                                                                                                                 |  |                   | 853,683     |   |                |   | 2,193,747   |  
|Long-term obligations - convertible debt                                                                                                                    |  |                   | 12,200,000  |   |                |   | 12,200,000  |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total liabilities                                                                                                                                           |  | $                 | 34,096,086  |   |                | $ | 42,939,663  |  
|                                                                                                                                                            |  |                  
|Commitments and contingencies                                                                                                                               |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Shareholders equity:                                                                                                                                       |  |                   |             |   |                |   |             |  
|6% convertible preferred stock, Series B, $.01 par value (5,000 shares authorized, 478 shares issued and outstanding; liquidation
preference $478,000)      |  |                   | 5           |   |                |   | 40          |  
|10% convertible preferred stock, Series C, $.01 par value (5,000 shares authorized, 3,498 shares issued and outstanding;
liquidation preference $3,498,000) |  |                   | 35          |   |                |   |            |  
|Common stock, $.01 par value; 24,000,000 shares authorized; 21,049,856 and 18,177,500 shares issued and
outstanding                                         |  |                   | 210,499     |   |                |   | 181,775     |  
|Treasury stock (65,428 common shares, $.01 par value)                                                                                                       |  |                   | (654        | ) |                |   | (654        | )
|Additional paid-in capital                                                                                                                                  |  |                   | 67,424,007  |   |                |   | 66,852,176  |  
|Retained earnings (deficit)                                                                                                                                 |  |                   | (64,337,943 | ) |                |   | (57,147,538 | )
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total GeoPharma shareholders equity                                                                                                                        |  | $                 | 3,295,949   |   |                | $ | 9,885,799   |  
|                                                                                                                                                            |  |                  
|Noncontrolling interest                                                                                                                                     |  |                   |            |   |                |   | (2,521,340  | )
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total equity/(deficit)                                                                                                                                      |  | $                 | 3,295,949   |   |                | $ | 7,364,459   |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  
|                                                                                                                                                            |  |                  
|Total liabilities and equity/(deficit)                                                                                                                      |  | $                 | 37,392,024  |   |                | $ | 50,304,122  |  
|                                                                                                                                                            |  |                   |             |   |                |   |             |  



2



---

GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ----------------------------- | - | ---------- | ----------- |  | - | ----------- | - |  | - | ----------- | -
|                                                                                                  |  | Three Months EndedDecember 31, |            |   | Nine Months EndedDecember 31, |  
|                                                                                                  |  | 2009                           |            |   | 2008                          |   |            | 2009        |  |   | 2008        |  
|                                                                                                  |  | (Unaudited)                    |            |   | (Unaudited)                   |   |            | (Unaudited) |  |   | (Unaudited) |  
|Revenues:                                                                                         |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Manufacturing                                                                                     |  | $                              | 2,551,390  |   |                               | $ | 4,061,132  |             |  | $ | 10,173,267  |   |  | $ | 14,891,907  |  
|Pharmaceutical                                                                                    |  |                                | 214,813    |   |                               |   | 503,961    |             |  |   | 1,156,331   |   |  |   | 1,162,405   |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Total revenues                                                                                    |  | $                              | 2,766,203  |   |                               | $ | 4,565,093  |             |  | $ | 11,329,598  |   |  | $ | 16,054,312  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Cost of goods sold:                                                                               |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Manufacturing                                                                                     |  |                                | 1,831,935  |   |                               |   | 2,957,461  |             |  |   | 6,890,055   |   |  |   | 10,534,135  |  
|Pharmaceutical                                                                                    |  |                                | 225,568    |   |                               |   | 805,215    |             |  |   | 1,008,655   |   |  |   | 2,632,322   |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Total cost of goods sold                                                                          |  | $                              | 2,057,503  |   |                               | $ | 3,762,676  |             |  | $ | 7,898,710   |   |  | $ | 13,166,457  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Gross profit:                                                                                     |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Manufacturing                                                                                     |  |                                | 719,455    |   |                               |   | 1,103,671  |             |  |   | 3,283,212   |   |  |   | 4,357,772   |  
|Pharmaceutical                                                                                    |  |                                | (10,755    | ) |                               |   | (301,254   | )           |  |   | 147,676     |   |  |   | (1,469,917  | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Total gross profit                                                                                |  | $                              | 708,700    |   |                               | $ | 802,417    |             |  | $ | 3,430,888   |   |  | $ | 2,887,855   |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Selling, general and administrative expenses:                                                     |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Selling, general and administrative expenses                                                      |  |                                | 2,181,430  |   |                               |   | 2,084,544  |             |  |   | 6,676,715   |   |  |   | 6,218,297   |  
|Stock compensation expense                                                                        |  |                                | 728,177    |   |                               |   | 368,067    |             |  |   | 2,154,847   |   |  |   | 1,042,484   |  
|Depreciation and amortization                                                                     |  |                                | 338,219    |   |                               |   | 601,814    |             |  |   | 1,555,438   |   |  |   | 1,636,935   |  
|Research and development                                                                          |  |                                | 160,353    |   |                               |   | 307,638    |             |  |   | 703,222     |   |  |   | 1,459,539   |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Total selling, general and administrative expenses                                                |  | $                              | 3,408,179  |   |                               | $ | 3,362,063  |             |  | $ | 11,090,222  |   |  | $ | 10,357,255  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Operating income (loss) before other income and expense, income taxes and discontinued operations |  | $                              | (2,699,479 | ) |                               | $ | (2,559,646 | )           |  | $ | (7,659,334  | ) |  | $ | (7,469,400  | )
|Other income (expense), net:                                                                      |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Interest income (expense), net                                                                    |  |                                | (291,455   | ) |                               |   | (332,900   | )           |  |   | (1,455,585  | ) |  |   | (1,239,542  | )
|Other income (expense), net                                                                       |  |                                | 29,988     |   |                               |   | 18,929     |             |  |   | 66,157      |   |  |   | 21,351      |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Total other income (expense), net                                                                 |  | $                              | (261,467   | ) |                               | $ | (313,971   | )           |  | $ | (1,389,428  | ) |  | $ | (1,218,191  | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Income (loss) before income taxes and discontinued operations                                     |  | $                              | (2,960,946 | ) |                               | $ | (2,873,617 | )           |  | $ | (9,048,762  | ) |  | $ | (8,687,591  | )
|Income tax benefit (expense)                                                                      |  |                                |           |   |                               |   | 158,300    |             |  |   |            |   |  |   | 1,776,200   |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Net income (loss) from continuing operations                                                      |  | $                              | (2,960,946 | ) |                               | $ | (2,715,317 | )           |  | $ | (9,048,762  | ) |  | $ | (6,911,391  | )
|                                                                                                  |  |                                |            |  
|Discontinued operations:                                                                          |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Revenues: Distribution                                                                            |  | $                              |           |   |                               | $ | 8,547,879  |             |  | $ | 4,709,292   |   |  | $ | 33,123,715  |  
|Cost of goods sold: Distribution                                                                  |  |                                |           |   |                               |   | 6,993,946  |             |  |   | 4,099,003   |   |  |   | 26,945,596  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Gross profit: Distribution                                                                        |  | $                              |           |   |                               | $ | 1,553,933  |             |  | $ | 610,289     |   |  | $ | 6,178,119   |  
|SG&A expenses: Distribution                                                                       |  |                                | 6,799      |   |                               |   | 2,833,252  |             |  |   | 2,278,728   |   |  |   | 8,821,244   |  
|Loss on sale of BOSS                                                                              |  |                                |           |   |                               |   |           |             |  |   | 661,424     |   |  |   |            |  
|Exit income (expense): Distribution                                                               |  |                                |           |   |                               |   |           |             |  |   |            |   |  |   |            |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Discontinued operations net loss (net of income tax)                                              |  | $                              | (6,799     | ) |                               | $ | (1,279,319 | )           |  | $ | (2,329,863  | ) |  | $ | (2,643,125  | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Revenues: Deconsolidation                                                                         |  | $                              |           |   |                               | $ |           |             |  | $ | 45,476      |   |  | $ |            |  
|                                                                                                  |  |                                |            |  
|Cost of goods sold: Deconsolidation                                                               |  |                                | 100,823    |   |                               |   | 105,943    |             |  |   | 273,961     |   |  |   | 391,716     |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Gross profit: Deconsolidation                                                                     |  | $                              | (100,823   | ) |                               | $ | (105,943   | )           |  | $ | (228,485    | ) |  | $ | (391,716    | )
|SG&A expenses: Deconsolidation                                                                    |  |                                | 201,424    |   |                               |   | 361,993    |             |  |   | 131,290     |   |  |   | 1,202,611   |  
|Exit income (expense): Deconsolidation                                                            |  |                                | (434,000   | ) |                               |   |           |             |  |   | (434,000    | ) |  |   |            |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  | $                              | (736,247   | ) |                               | $ | (467,936   | )           |  | $ | (793,775    | ) |  | $ | (1,594,327  | )
|Noncontrolling interest benefit                                                                   |  |                                | 148,101    |   |                               |   | 153,885    |             |  |   | 176,291     |   |  |   | 524,309     |  
|                                                                                                  |  |                                |            |  
|Deconsolidation operations net loss (net of income tax)                                           |  | $                              | (588,146   | ) |                               | $ | (314,051   | )           |  | $ | (617,484    | ) |  | $ | (1,070,018  | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|Net income (loss)                                                                                 |  | $                              | (3,555,891 | ) |                               | $ | (4,308,687 | )           |  | $ | (11,996,109 | ) |  | $ | (10,624,534 | )
|Preferred stock dividends                                                                         |  |                                | 154,008    |   |                               |   | 137,701    |             |  |   | 281,137     |   |  |   | 425,001     |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Net income (loss) available to common shareholders                                                |  | $                              | (3,709,899 | ) |                               | $ | (4,446,388 | )           |  | $ | (12,277,246 | ) |  | $ | (11,049,535 | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Basic income (loss) per share                                                                     |  | $                              | (0.19      | ) |                               | $ | (0.26      | )           |  | $ | (0.63       | ) |  | $ | (0.63       | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Basic weighted average number of common shares outstanding                                        |  |                                | 19,994,276 |   |                               |   | 17,102,350 |             |  |   | 19,441,905  |   |  |   | 17,535,036  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Diluted income (loss) per share                                                                   |  | $                              | (0.19      | ) |                               | $ | (0.26      | )           |  | $ | (0.63       | ) |  | $ | (0.63       | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Diluted weighted average number of common shares outstanding                                      |  |                                | 19,994,276 |   |                               |   | 17,102,350 |             |  |   | 19,441,905  |   |  |   | 17,535,036  |  
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Basic and diluted discontinued operations loss per share                                          |  | $                              |           |   |                               | $ | (0.07      | )           |  | $ | (0.12       | ) |  | $ | (0.15       | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  
|                                                                                                  |  |                                |            |  
|Basic and diluted deconsolidation loss per share                                                  |  | $                              | (0.03      | ) |                               | $ | (0.02      | )           |  | $ | (0.03       | ) |  | $ | (0.06       | )
|                                                                                                  |  |                                |            |   |                               |   |            |             |  |   |             |   |  |   |             |  

See accompanying notes to condensed consolidated financial statements.



3



---

GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                                   |  |                   |             |   |                   |   |             |  
|-------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                   |  | December 31, 2009 |             |   | December 31, 2008 |  
|                                                                                                   |  | (Unaudited)       |             |   | (Unaudited)       |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |                   |             |   |                   |   |             |  
|Net income (loss)                                                                                  |  | $                 | (11,996,109 | ) |                   | $ | (10,624,534 | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                   |             |   |                   |   |             |  
|Depreciation, leasehold and intangible amortization                                                |  |                   | 2,270,258   |   |                   |   | 2,121,152   |  
|Income tax expense (benefit)                                                                       |  |                   |            |   |                   |   | (1,777,000  | )
|Income tax refund                                                                                  |  |                   | 1,479,367   |   |                   |   |            |  
|Gain on rent and interest cancellation                                                             |  |                   | (1,015,853  | ) |                   |   |            |  
|Loss on discontinued operations                                                                    |  |                   | 1,095,424   |   |                   |   |            |  
|Amortization of stock deferred compensation                                                        |  |                   | 2,154,847   |   |                   |   | 1,042,484   |  
|Accrued interest income                                                                            |  |                   |            |   |                   |   | (34,543     | )
|Common stock issued for interest payment                                                           |  |                   |            |   |                   |   | 845,522     |  
|Common stock issued for payment of consulting fees                                                 |  |                   |            |   |                   |   | 24,000      |  
|Changes in operating assets and liabilities:                                                       |  |                   |             |   |                   |   |             |  
|Accounts receivable, net                                                                           |  |                   | 1,432,607   |   |                   |   | 3,629,647   |  
|Accounts receivable, other                                                                         |  |                   | 250,136     |   |                   |   | (30,721     | )
|Inventories, net                                                                                   |  |                   | 1,636,305   |   |                   |   | 2,117,937   |  
|Prepaid expenses and other current assets                                                          |  |                   | 203,877     |   |                   |   | 814,500     |  
|Other assets, net                                                                                  |  |                   | 44,302      |   |                   |   | (46,575     | )
|Accounts payable                                                                                   |  |                   | 155,051     |   |                   |   | (4,081,387  | )
|Accrued expenses, related party and other payables                                                 |  |                   | (961,038    | ) |                   |   | 2,071,978   |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Net cash provided by (used in) operating activities                                                |  | $                 | (3,220,826  | ) |                   | $ | (3,927,540  | )
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                              |  |                   |             |   |                   |   |             |  
|Purchases of property, leasehold improvements and equipment                                        |  | $                 |            |   |                   | $ | (525,442    | )
|(Purchase) sale of intangible assets                                                               |  |                   |            |   |                   |   | (1,552,471  | )
|Proceeds from sale of BOSS assets                                                                  |  |                   | 2,223,351   |   |                   |   |            |  
|Proceeds from certificates of deposit                                                              |  |                   | 5,377,397   |   |                   |   | 1,000,000   |  
|Elimination effect of deconsolidating noncontrolling interest, net                                 |  |                   | 2,521,340   |   |                   |   | (524,309    | )
|Repayments of notes receivable                                                                     |  |                   |            |   |                   |   | 12,955      |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Net cash provided by (used in) investing activities                                                |  | $                 | 10,122,088  |   |                   | $ | (1,589,267  | )
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                              |  |                   |             |   |                   |   |             |  
|Proceeds from private placement  Convertible debt                                                 |  | $                 |            |   |                   | $ | 5,000,000   |  
|Proceeds (repayments) from credit line, net                                                        |  |                   | (1,818,000  | ) |                   |   | 358,000     |  
|Proceeds from issuance of long-term obligations                                                    |  |                   |            |   |                   |   | 450,829     |  
|Proceeds from issuance of related party obligations                                                |  |                   | 1,192,627   |   |                   |   | 150,414     |  
|Proceeds from vested stock options exercised                                                       |  |                   |            |   |                   |   | 8,500       |  
|Payments for private placement fees                                                                |  |                   |            |   |                   |   | (24,603     | )
|Payments of short-term obligations                                                                 |  |                   | (5,986,934  | ) |                   |   | (479,857    | )
|Payments of long-term obligations                                                                  |  |                   | (337,737    | ) |                   |   | (145,539    | )
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Net cash provided by (used in) financing activities                                                |  | $                 | (6,950,044  | ) |                   | $ | 5,317,744   |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Net increase (decrease) in cash                                                                    |  | $                 | (48,782     | ) |                   | $ | (199,063    | )
|Cash at beginning of period                                                                        |  |                   | 90,346      |   |                   |   | 523,802     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Cash at end of period                                                                              |  | $                 | 41,564      |   |                   | $ | 324,739     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|SUPPLEMENTAL INFORMATION:                                                                          |  |                   |             |   |                   |   |             |  
|Cash paid for interest                                                                             |  | $                 | 327,595     |   |                   | $ | 380,384     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Cash paid for income taxes                                                                         |  | $                 |            |   |                   | $ |            |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                                       |  |                   |             |   |                   |   |             |  
|Value of common stock issued to pay preferred stock dividends                                      |  | $                 | 254,575     |   |                   | $ | 425,001     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Value of restricted common stock issued for deferred compensation                                  |  | $                 | 966,768     |   |                   | $ | 2,221,771   |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Value of common stock issued for payment of accrued interest expense                               |  | $                 |            |   |                   | $ | 805,433     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Value of common stock issued for payment of consulting and legal fees                              |  | $                 | 877,370     |   |                   | $ | 24,691      |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Value of common stock issued for employee benefit plan                                             |  | $                 |            |   |                   | $ | 70,605      |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Value of common stock issued in conversion of preferred stock                                      |  | $                 |            |   |                   | $ | 94,037      |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Issuance of short-term obligations for prepaid expenses                                            |  | $                 |            |   |                   | $ | 172,207     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Increase in other assets and deferred revenue                                                      |  | $                 |            |   |                   | $ | 488,370     |  
|                                                                                                   |  |                   |             |   |                   |   |             |  
|                                                                                                   |  |                  
|Increase in convertible debt for the accretion of interest payable                                 |  | $                 | 900,000     |   |                   | $ |            |  
|                                                                                                   |  |                   |             |   |                   |   |             |  



4



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GEOPHARMA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008

(UNAUDITED)

NOTE 1  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and with the instruction to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted
accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended December 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2010. For further information, refer to the consolidated financial statements and
footnotes included in the Companys Form 10-K as of and for the years ended March 31, 2009 and 2008 as filed with the Securities and Exchange Commission on June 30, 2009.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation

The condensed consolidated financial
statements as of and for the three and nine months ended December 31, 2009 include the accounts of GeoPharma, Inc. (the Company), (GeoPharma), which is continuing to do manufacturing business as Innovative Health
Products, Inc. (Innovative), and its wholly-owned subsidiaries IHP Marketing, Inc. (IHP Marketing), Breakthrough Engineered Nutrition, Inc. (Breakthrough), Breakthrough Marketing, Inc. (Breakthrough
Marketing), Belcher Pharmaceuticals, Inc. (Belcher), Belcher Capital Corporation (Belcher Capital), Libi Labs, Inc. (Libi Labs) EZ-Med Company (EZ-Med), Dynamic Health Products, Inc.
(BOSS) and its 40% owned corporation Acellis Biosciences, Inc. (Acellis), a Florida corporation. As of March 31, 2009, BOSS and Breakthrough are accounted for as discontinued operations. Effective December 1, 2009,
its 51% owned LLC, American Antibiotics, is deconsolidated and therefore its financial position is not included as of December 31, 2009 and results of operations are included for the two and eight months ended November 30, 2009 within the
three and nine months ended December 31, 2009. See further consideration of deconsolidation in Note 10. All transactions relating to significant intercompany balances and transactions have been eliminated in consolidation.

b. Industry Segments

In
accordance with the provisions of Disclosures about Segments of an Enterprise and Related Information, a company is required to disclose selected financial and other related information about its operating segments. Operating segments
are components of an enterprise about which separate financial information is available and is utilized by the chief operating decision maker (CODM) related to the allocation of resources and in the resulting assessment of the
segments overall performance. The measure used by the Companys CODM is a business segments gross profit. As of and for the three and nine months ended December 31, 2009, and as of March 31, 2009, the Company had two
continuing industry segments that accompany corporate: manufacturing and pharmaceutical. For the three and nine months ended December 31, 2008, the Company had three industry segments that accompany corporate: manufacturing, distribution and
pharmaceutical. Effective March 31, 2009, the Company discontinued its Distribution segment.

Each of the continuing
business segments total revenues for the three and nine months ended December 31, 2009 and 2008 are presented on the face of the statements of operations. The $36,759,942 of the continuing business segment total assets as of December 31,
2009 were comprised of $18,933,686 attributable to corporate, $8,381,728 attributable to manufacturing, and $9,444,528 attributable to pharmaceutical. The $44,276,300, of total assets as of March 31, 2009 were comprised of $16,079,021
attributable to corporate, $14,280,086 attributable to manufacturing, and $13,917,193 attributable to pharmaceutical.

c. Cash and Cash
Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash equivalents.



5



---

d. Accounts Receivable

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining
collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

e.
Inventories

Inventories, net, are stated at lower of cost or market. Cost is determined using the first-in, first-out
method (FIFO).

f. Property, Plant, Leasehold Improvements and Equipment

Depreciation is provided for using the straight-line method, in amounts sufficient to relate the cost of depreciable assets to operations
over their estimated service lives (asset categories range from three to thirty-nine years) and is recorded within cost of goods sold for manufacturing and pharmaceutical machinery and equipment with the balance recorded within selling, general and
administrative expenses. Leasehold improvements are amortized using the straight-line method over the lives of the respective leases or the service lives of the improvements, whichever is shorter. Leased equipment under capital leases is amortized
using the straight-line method over the lives of the respective leases or over the service lives of the assets, whichever is shorter, for those leases that substantially transfer ownership. Accelerated depreciation methods are used for tax purposes.

g. Intangible Assets

Intangible assets consist primarily of goodwill, loan costs, customer lists, a distributor agreement and intellectual property (including generic drug ANDAs). Goodwill and Other Intangibles requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company has selected January 1 as the annual date to test these assets for impairment. Also required is that intangible
assets with definite useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in accordance with Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
The unamortized balance of the intellectual property, including generic drug ANDAs, as of December 31, and March 31, 2009 was $1,637,696 and $5,224,979, respectively. Based on the required analyses performed as of that annual test date, an
impairment loss was required to be recorded for the three and nine months ended December 31, 2009 of $435,000 as related to the Distribution segment intellectual property with an impairment loss of $615,617 required to be recorded for the
fiscal year ended March 31, 2009 based on discontinuance of the Distribution segment.

For the three and nine months
ended December 31, 2009 and 2008, amortization expense associated with goodwill was $0. The unamortized balance of goodwill at December 31, and March 31, 2009 was $728,896. No impairment loss was required to be recorded for the three
and nine months ended December 31, 2009 with an impairment loss of $12,696,597 required to be recorded for the year ended March 31, 2009 as related to the March 31, 2009 discontinuance of the Distribution segment.

h. Impairment of Assets

In
accordance with the Accounting for the Impairment or Disposal of Long-Lived Assets, the Companys policy is to evaluate whether there has been a permanent impairment in the value of long-lived assets, certain identifiable
intangibles and goodwill when certain events have taken place that indicate the remaining unamortized balance may not be recoverable. When factors indicate that the intangible assets should be evaluated for possible impairment, the Company uses an
estimate of related undiscounted cash flows. See Note g, Intangible Assets, above for the impairment losses recorded.

i. Income Taxes

The Company utilizes the guidance provided in the Accounting for Income Taxes. Under this liability method,
deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred
tax expense or benefit is the result of changes in deferred tax assets and liabilities.



6



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j. Earnings (Loss) Per Common Share

Earnings (loss) per share are computed using the basic and diluted calculations on the face of the statement of operations. Basic earnings
(loss) per share are calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method. The reconciliation between basic and fully diluted
shares for the three and nine months ended December 31, 2009 and 2008 are as follows:



|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|----------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | - | ---------- | ---------------- |  | - | ---------------- | - |  | - | ----------- | -
|                                                      |  | For the Three Months Ended |            |   | For the nine Months Ended |  
|                                                      |  | December 31,2009           |            |   | December 31,2008          |   |            | December 31,2009 |  |   | December 31,2008 |  
|                                                      |  | (Unaudited)                |            |   | (Unaudited)               |   |            | (Unaudited)      |  |   | (Unaudited)      |  
|                                                      |  |                            |            |  
|Net income (loss) per share  basic:                  |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Net income (loss)                                     |  | $                          | (3,709,899 | ) |                           | $ | (4,446,388 | )                |  | $ | (12,277,246      | ) |  | $ | (11,049,535 | )
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Weighted average shares  basic                       |  |                            | 19,994,276 |   |                           |   | 17,102,350 |                  |  |   | 19,441,905       |   |  |   | 17,535,036  |  
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Net income (loss) per share  basic                   |  | $                          | (0.19      | ) |                           | $ | (0.26      | )                |  | $ | (0.63            | ) |  | $ | (0.63       | )
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Net income (loss) per share  diluted:                |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Net income (loss)                                     |  | $                          | (3,709,899 | ) |                           | $ | (4,446,388 | )                |  | $ | (12,277,246      | ) |  | $ | (11,049,535 | )
|                                                      |  |                            |            |  
|Preferred stock dividends                             |  |                            |           |   |                           |   |           |                  |  |   |                 |   |  |   |            |  
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|                                                      |  | $                          | (3,709,899 | ) |                           | $ | (4,446,388 | )                |  | $ | (12,277,246      | ) |  | $ | (11,049,535 | )
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Weighted average shares  basic                       |  |                            | 19,994,276 |   |                           |   | 17,102,350 |                  |  |   | 19,441,905       |   |  |   | 17,535,036  |  
|                                                      |  |                            |            |  
|Effect of convertible instruments prior to conversion |  |                            |           |   |                           |   |           |                  |  |   |                 |   |  |   |            |  
|                                                      |  |                            |            |  
|Effect of warrants prior to conversion                |  |                            |           |   |                           |   |           |                  |  |   |                 |   |  |   |            |  
|                                                      |  |                            |            |  
|Effect of stock options                               |  |                            |           |   |                           |   |           |                  |  |   |                 |   |  |   |            |  
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Weighted average shares  diluted                     |  |                            | 19,994,276 |   |                           |   | 17,102,350 |                  |  |   | 19,441,905       |   |  |   | 17,535,036  |  
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  
|                                                      |  |                            |            |  
|Net income (loss) per share  diluted                 |  | $                          | (0.19      | ) |                           | $ | (0.26      | )                |  | $ | (0.63            | ) |  | $ | (0.63       | )
|                                                      |  |                            |            |   |                           |   |            |                  |  |   |                  |   |  |   |             |  

For the three months ended December 31, 2009, 4,587,156 shares issuable upon conversion of convertible
instruments, warrants on 1,105,923 shares of common stock and 1,866,518 shares issuable upon exercise of stock options were not included in the computation of diluted earnings (loss) per share because their effects were anti-dilutive. For the three
months ended December 31, 2008, 4,587,156 shares issuable upon conversion of convertible instruments, warrants on 1,105,923 shares of common stock and 1,866,518 shares issuable upon exercise of stock options were not included in the computation
of diluted earnings (loss) per share because their effects were anti-dilutive.

For the nine months ended December 31,
2009, 4,587,156 shares issuable upon conversion of convertible instruments, warrants on 1,105,923 shares of common stock and 1,866,518 shares issuable upon exercise of stock options were not included in the computation of diluted earnings (loss) per
share because their effects were anti-dilutive. For the nine months ended December 31, 2008, 4,587,156 shares issuable upon conversion of convertible instruments, warrants on 1,105,923 shares of common stock and 1,866,518 shares issuable upon
exercise of stock options were not included in the computation of diluted earnings (loss) per share because their effects were anti-dilutive.



7



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k. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles, requires management to make estimates, assumptions and apply certain critical accounting policies that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at December 31, 2009 and March 31, 2009, as well as the reported amounts of revenues and expenses for the three and nine months
ended December 31, 2009 and 2008. Estimates and assumptions used in our financial statements are based on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions also require the application of certain accounting policies, many of which require
estimates and assumptions about future events and their effect on amounts reported in the financial statements and related notes. We periodically review our accounting policies and estimates and make adjustments when facts and circumstances dictate.
Actual results may differ from these estimates under different assumptions or conditions. Any differences may have a material impact on our financial condition, results of operations and cash flows.

l. Concentration of Credit Risk

Concentrations of credit risk with respect to trade accounts receivable are customers with balances that exceed 5% of total consolidated trade accounts receivable, net from continuing operations. At December 31, 2009, four customers
individually exceeded 5% of our total consolidating accounts receivable, net from continuing operations, Intelligent Beauty with 21%, Vetquinol with 15.9%, DRMC with 11.2% and IDS with 7.2% of the total of consolidated trade accounts receivable, net
from continuing operations. At March 31, 2009, two customers individually exceeded 5% of our total consolidating accounts receivable, net from continuing operations, Supplement Synergy with 12% and Vetquinol with 11.7% of the total of
consolidated trade accounts receivable, net from continuing operations.

For the three months ended December 31, 2009, six customers
individually exceeded 5% of our total consolidated revenues from continuing operations which included Intelligent Beauty with 21.9% Rausche-Bekke with 14.5%, Central Coast with 9.9%, Vetquinol with 7.7%, Sogeval with 7.6% and IDS with 7.4%, in
relation to total consolidated revenues, and for the three months ended December 31, 2008, one customer individually exceeded 5% of our total consolidated revenues from continuing operations which included Central Coast for 5%, in relation to
total consolidated revenues from continuing operations.

For the nine months ended December 31, 2009, seven customers individually
exceeded 5% of our total consolidated revenues from continuing operations which included Intelligent Beauty with 12.8%, Central Coast with 11.9%, IDS with 10.9%, Vetquinol with 10.2%, Rausche-Bekke with 7.4%, Health & Wealth with 6.5% and
Sogeval with 6.4%, in relation to total consolidated revenues, and for the nine months ended December 31, 2008, one customer individually exceeded 5% of our total consolidated revenues from continuing operations which included Jacks
Distribution for 6.3%, in relation to total consolidated revenues from continuing operations.



8



---

The Company has no concentration of customers within specific geographic areas outside the
United States that would give rise to significant geographic credit risk.

m. Revenue and Cost of Goods Sold Recognition

In accordance with Revenue Recognition in Financial Statements, revenues are recognized by the Company when the merchandise is
shipped which is when title and risk of loss has passed to the external customer. The Company analyzes the status of the allowance for uncollectible accounts based on historical experience, customer history and overall credit outstanding.

Cost of goods sold is recognized by the Company simultaneously with the recognition of revenues with a direct charge to cost
of goods sold and with an equal reduction to inventory at FIFO cost. Provisions for discounts and sales incentives to customers, and returns and other adjustments are provided for in the period the related sales are recorded. All shipping and
handling costs invoiced to customers are included in revenues.

n. Advertising Costs

In accordance with Reporting on Advertising Costs, the Company charges advertising costs, including those for catalog sales and
direct mail, to expense as incurred. Advertising expenses are included in selling, general and administrative expenses for continuing operations in the statements of operations and were zero for the three months ended December 31, 2009 and
2008, respectively and were zero and $5,549 for the nine months ended December 31, 2009 and 2008.

o. Research and Development Costs

Costs incurred to develop our generic pharmaceutical products are expensed as incurred and charged to research and
development (R&D). R&D expenses for continuing operations for the three months ended December 31, 2009 and 2008 were $160,353 and $307,638 respectively and for the nine months ended December 31, 2009 and 2008 were
$703,222 and $1,459,539.

p. Fair Value of Financial Instruments

The Company, in estimating its fair value disclosures for financial instruments, uses the following methods and assumptions:

Cash, Accounts Receivable, Accounts Payable and Accrued Expenses: The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses approximate their fair value due to their relatively short maturity.

Short-term and Long-term Obligations: The fair value of the Companys fixed-rate short-term and long-term obligations are estimated using the discounted cash flow analyses, based on the Companys current incremental borrowing
rates for similar types of borrowing arrangements. At December 31, 2009 and March 31, 2009, the fair value of the Companys short-term and long-term obligations approximated their carrying value.



9



---

Credit Line Payable: The carrying amount of the Companys credit line payable
approximates fair market value since the interest rate on this instrument corresponds to market interest rates.

q. Reclassifications

Certain reclassifications have been made to the financial statements as of March 31, 2009 and for the three and nine
months ended December 31, 2008 to conform to the presentation as of and for the three and nine months ended December 31, 2009.

r. Stock-Based Compensation

In accordance with Share-Based Payments, it requires the cost relating
to share-based payment transactions in which an entity exchanges its equity instruments for goods and services from either employees or non-employees be recognized in the financial statements as the goods are received or when the services are
rendered. That cost will be measured based on the fair value of the equity instrument issued and applies to all of our existing outstanding vested share-based payment stock option awards as well as any and all future awards. We elected to use the
modified prospective transition as opposed to the modified retrospective transition method such that financial statements prior to adoption remain unchanged. The Black-Scholes option pricing model was applied to value the Companys stock option
compensation expense as was used by the Company previously in the pro forma disclosures.

s. Liquidity and Financial Condition

As of December 31, 2009, we had a year-to-date pre-tax net loss of $11.9 million and negative working capital of
$13.2 million, and an accumulated deficit of $64.3 million. The negative working capital of $13.2 million, includes $15.9 million of convertible debt which is primarily serviced in the Companys common stock and not in cash. Although these
factors alone may raise doubts as to our operating ability for the next twelve months, the Company has taken several actions to mitigate such risk. These actions include the reduction of employee headcounts, the discontinuance of the Distribution
business segment and subsequent sale of certain Distribution segment assets.

The Company has renegotiated its $15 million
convertible debt, the release and subordination of a certain amount of accounts receivable, inventory and the building which will allow the Company to raise cash for working capital and the Company has negotiated an elimination of their $3,500,000
note payable in exchange for a $1,000,000 principal payment, in addition to the Companys negotiations surrounding the sale of licensed pharmaceutical finished goods in the American Antibiotics Baltimore and Belcher Pharmaceutical facilities as
a bridge to receiving the U.S. Food and Drug Administration (FDA) pending drug approval. The Company expects to begin recognizing these finished goods sales revenues sometime in the fourth fiscal quarter ending March 31, 2010. The Company has
received correspondence in regards to one the Companys pending drug approvals but the Company can not give a timeline at this time as to when the FDA will grant its drug approval.

NOTE 3  ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, from
continuing operations consist of the following:



|                                          |  |                   |            |   |                |   |           |  
|----------------------------------------- |  | ----------------- | ---------- | - | -------------- | - | --------- | -
|                                          |  | December 31, 2009 |            |   | March 31, 2009 |  
|                                          |  | (Unaudited)       |            |   |                |  
|Trade accounts receivable                 |  | $                 | 2,528,984  |   |                | $ | 2,875,830 |  
|Less allowance for uncollectible accounts |  |                   | (1,182,079 | ) |                |   | (756,551  | )
|                                          |  |                   |            |   |                |   |           |  
|                                          |  |                  
|                                          |  | $                 | 1,346,905  |   |                | $ | 2,119,279 |  
|                                          |  |                   |            |   |                |   |           |  

As of December 31, 2009, the total accounts receivable balance of $2,528,984 includes $2,161,231
related to the Companys manufacturing segment and $367,753 related to the Companys pharmaceutical segment. As of March 31, 2009, the total accounts receivable balance of $2,875,830 includes $2,202,697 related to the Companys
manufacturing segment and $673,133 related to the Companys pharmaceutical segment.

As of December 31, and
March 31, 2009, the allowance for doubtful accounts balance consisted of the following:



|                                |  |                   |            |   |                |   |          |  
|------------------------------- |  | ----------------- | ---------- | - | -------------- | - | -------- | -
|                                |  | December 31, 2009 |            |   | March 31, 2009 |  
|                                |  | (Unaudited)       |            |   |                |  
|Beginning balance               |  | $                 | (756,551   | ) |                | $ | (756,551 | )
|Provision for doubtful accounts |  |                   | (475,527   | ) |                |   | (       | )
|Accounts written off            |  |                   | 50,000     |   |                |   |         |  
|                                |  |                   |            |   |                |   |          |  
|                                |  |                  
|Ending balance                  |  | $                 | (1,182,079 | ) |                | $ | (756,551 | )
|                                |  |                   |            |   |                |   |          |  

The Company recognizes revenues for product sales when title and risk of loss pass to its external customers
and analyzes the status of the allowance for uncollectible accounts based on historical experience, customer history and overall credit outstanding.

NOTE 4  INVENTORIES, NET

Inventories, net, consist of the following:



|                                      |  |                   |           |   |                |   |           |  
|------------------------------------- |  | ----------------- | --------- | - | -------------- | - | --------- | -
|                                      |  | December 31, 2009 |           |   | March 31, 2009 |  
|                                      |  | (Unaudited)       |           |   |                |  
|Processed raw materials and packaging |  | $                 | 3,298,464 |   |                | $ | 4,771,481 |  
|Work in process                       |  |                   | 638,020   |   |                |   | 695,101   |  
|Finished goods                        |  |                   | 1,045,976 |   |                |   | 1,076,355 |  
|                                      |  |                   |           |   |                |   |           |  
|                                      |  |                  
|                                      |  | $                 | 5,194,907 |   |                | $ | 6,542,937 |  
|Less reserve for obsolescence         |  |                   | (140,470  | ) |                |   | (5,000    | )
|                                      |  |                   |           |   |                |   |           |  
|                                      |  |                  
|                                      |  | $                 | 5,054,437 |   |                | $ | 6,537,937 |  
|                                      |  |                   |           |   |                |   |           |  



10



---

As of December 31, 2009, the total inventory balance of $5,194,907 includes $3,710,368
related to the Companys manufacturing segment and $1,484,539 related to the Companys pharmaceutical segment. As of March 31, 2009, the total inventory balance of $6,542,937 includes $4,376,036 related to the Companys
manufacturing segment and $2,166,901 related to the Companys pharmaceutical segment.

As of December 31, and
March 31, 2009, the reserve for obsolete inventory consisted of the following:



|                                 |  |                   |          |   |                |   |        |  
|-------------------------------- |  | ----------------- | -------- | - | -------------- | - | ------ | -
|                                 |  | December 31, 2009 |          |   | March 31, 2009 |  
|Beginning balance                |  | $                 | (5,000   | ) |                | $ | (5,000 | )
|Provision for doubtful inventory |  |                   | (135,470 | ) |                |   | (     | )
|Obsolete inventory written off   |  |                   |         |   |                |   |       |  
|                                 |  |                   |          |   |                |   |        |  
|                                 |  |                  
|Ending balance                   |  | $                 | (140,470 | ) |                | $ | (5,000 | )
|                                 |  |                   |          |   |                |   |        |  

NOTE 5  DEFERRED COMPENSATION

The deferred compensation of $2,167,267 and $2,969,412 as of December 31 and March 31, 2009, respectively, relates to corporate and is amortized over its three-year life, the length of the
requisite service period. The deferred compensation asset relates to shares of 3-year restricted common stock issued pursuant to the 2005-2009 Compensation Incentive Plan effective beginning with the fiscal year ended March 31, 2006. The Plan
documents the incentive plan and related awards for Plan achievements for the Chairman of the Board of Directors and the Companys executive officers, which include the Chief Executive Officer, the President, the Senior Vice President/Chief
Financial Officer and the Vice President/General Counsel as well as shares that are awarded by the Compensation Committee, an independent subcommittee of the Companys Board of Directors, that are a portion of the Officers salaries. The
asset award was recorded as of June 30, 2009 based on the number of shares awarded and the discounted fair market value of the restricted stock the date of the award and is amortized over its three-year life, the length of the requisite service
period.

NOTE 6  INCOME TAXES

Income taxes for the six months ended December 31, 2009 and 2008 differ from the amounts computed by applying the effective income tax rates to income before income taxes as a result of the
following:



|                                                                                            |  |                   |            |   |                   |   |            |  
|------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                            |  | December 31, 2009 |            |   | December 31, 2008 |  
|                                                                                            |  | (Unaudited)       |            |   | (Unaudited)       |  
|Computed tax expense (benefit) at the statutory rate (37.63%)                               |  | $                 | (4,157,300 | ) |                   | $ | (4,072,400 | )
|Increase (decrease) in taxes resulting from:                                                |  |                   |            |   |                   |   |            |  
|Effect of permanent differences:                                                            |  |                   |            |   |                   |   |            |  
|Non deductible                                                                              |  |                   | 397,200    |   |                   |   | 15,400     |  
|Other, net                                                                                  |  |                   | 1,997,600  |   |                   |   | (74,500    | )
|                                                                                            |  |                  
|Change in valuation allowance                                                               |  |                   | 1,762,500  |   |                   |   | 2,355,300  |  
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|Income tax (benefit) expense                                                                |  | $                 |           |   |                   | $ | (1,776,200 | )
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|Temporary differences that give rise to deferred tax assets and liabilities are as follows: |  |                   |            |   |                   |   |            |  
|Deferred tax assets:                                                                        |  |                   |            |   |                   |   |            |  
|Bad debts                                                                                   |  | $                 | 444,800    |   |                   | $ | 360,400    |  
|Inventories                                                                                 |  |                   | 52,900     |   |                   |   | 36,300     |  
|Accrued vacation                                                                            |  |                   | 53,300     |   |                   |   | 66,300     |  
|Deposits                                                                                    |  |                   | 315,400    |   |                   |   | 109,900    |  
|Deferred rent                                                                               |  |                   |           |   |                   |   | 163,400    |  
|Net operating loss carryforwards                                                            |  |                   | 7,001,200  |   |                   |   | 7,584,000  |  
|Tax credit carryforward                                                                     |  |                   | 102,900    |   |                   |   |           |  
|Stock option cancellation and restricted stock                                              |  |                   | 2,196,100  |   |                   |   | 1,203,900  |  
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|                                                                                            |  | $                 | 10,166,600 |   |                   | $ | 9,524,200  |  
|Valuation allowance                                                                         |  |                   | (6,974,500 | ) |                   |   | (4,413,300 | )
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|Deferred tax asset                                                                          |  | $                 | 3,192,100  |   |                   | $ | 5,110,900  |  
|                                                                                            |  |                   |            |   |                   |   |            |  
|Deferred tax liabilities:                                                                   |  |                   |            |   |                   |   |            |  
|Fixed and intangible asset basis differences                                                |  | $                 | 583,509    |   |                   | $ | (46,200    | )
|Inventory capitalization                                                                    |  |                   |           |   |                   |   | (99,500    | )
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|                                                                                            |  | $                 | 583,509    |   |                   | $ | (145,700   | )
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|Net deferred tax asset (liability) recorded                                                 |  | $                 | 3,775,609  |   |                   | $ | 4,965,200  |  
|Less: Current net deferred tax asset                                                        |  | $                 |           |   |                   |   |           |  
|                                                                                            |  |                   |            |   |                   |   |            |  
|                                                                                            |  |                  
|Net non-current deferred tax asset                                                          |  | $                 | 3,775,609  |   |                   | $ | 4,965,200  |  
|                                                                                            |  |                   |            |   |                   |   |            |  

At December 31, 2009 and 2008, the Company has a net operating loss carryforward of approximately
$21,598,000 and $21,834,000, respectively, to offset future taxable income. The tax net operating loss carryforwards begin to expire in 2021.

The Company carried back $5,903,000 of the net operating loss during 2009 for a refund of $1,479,000.



11



---

NOTE 7  CONVERTIBLE DEBT AND PREFERRED STOCK

Effective October 15, 2009, GeoPharma, Inc. (the Company) consummated its previously reported Second Amended and Restated
Note Purchase Agreement (the Second Restated Whitebox Agreement) with Whitebox Pharmaceutical Growth Fund, Ltd. (Whitebox), pursuant to which the Company has issued two Second Amended and Restated 12% Secured Convertible
Promissory Notes, one in the principal amount of $5,000,000 and one in the principal amount of $10,000,000 to Whitebox (collectively, the Second Restated Notes). The total principal amount due to Whitebox immediately after the closing is
the same as the principal amount due to Whitebox immediately prior to the closing with the exception that the $900,000 interest due accreted to the convertible debt. The Second Restated Notes replace and supersede all prior promissory notes issued
to Whitebox, and the Second Restated Whitebox Agreement replaces and supersedes all prior note purchase agreements with Whitebox.

Among other things, the Second Restated Whitebox Agreement and Second Restated Notes amend the prior Whitebox agreements and notes as follows:



| |  |  | The Second Restated Whitebox Agreement removes all financial covenants previously imposed on the Company;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement allows the Company to attempt to arrange a working capital loan secured by the Companys receivables and
inventory, and further provides that if the Company is able to do so, Whitebox will subordinate its existing liens and security interests on the Companys receivables and inventory on a dollar-for-dollar basis up to $2,000,000, provided that
the working capital lender and Whitebox can mutually agree upon the terms of a subordination agreement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement further provides that for every $1,000,000 of Second Restated Notes that are paid off by the Company or
otherwise converted into equity by Whitebox, the Company will be permitted to incur an additional $500,000 of additional working capital;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement allows Whitebox to exchange up to $250,000 of principal of the Second Restated Notes per month into shares of
the Companys common stock based on the closing price of the common stock at such time (the Debt to Equity Exchange), and provides that any amounts so exchanged will reduce the amount of the Partial Balloon Payment (as defined
below) due by the Company to Whitebox on July 1, 2012 on a dollar-for-dollar basis;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement requires that the Company transfer its real property located at 6950 Bryan Dairy Road, Largo, Florida 33777 to
Whitebox by September 1, 2009, and provides that if the Company does so (1) the outstanding principal amount of the $10,000,000 Second Restated Note will be reduced by $2,500,000 and (2) the Company will lease the property back from
Whitebox pursuant to a lease to be entered into at such time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Notes require that the Company:
| | - |  | ---------------------------------------------------



| |  |  | make monthly principal payments of $100,000, collectively, in cash, commencing on January 1, 2010 (and the first day of each month thereafter)
until Second Restated Notes are repaid; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | repay $2,500,000 of principal, collectively (the Partial Balloon Payment), in cash, on prior to July 1, 2012, provided that the
Partial Balloon Payment will be reduced as a result of any Debt to Equity Exchanges, any principal being converted into equity and any prepayments of principal;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | While the interest rate remains unchanged at 12%, the Second Restated Notes provide that all remaining interest payments due in 2009 will accrete to
principal and, commencing January 1, 2010, one-third of the interest will be payable in cash and the remaining two-thirds will be payable, at the option of Whitebox, by accreting such amount to principal or through the payment of shares of
common stock based on 95% of the trading price of the stock at such time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Notes reduce the conversion price of the notes (i.e., the price at which the notes can be converted into the Companys common
stock) from $4.46 per share to $0.75 per share with respect to the $5,000,000 Second Restated Note and $1.50 per share with respect to the $10,000,000 Second Restated Note; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Notes provide that all remaining outstanding principal is due in cash on October 31, 2013.
| | - |  | --------------------------------------------------------------------------------------------------------------

In connection with the Second Restated Whitebox Agreement, the Company entered into and consummated an agreement with the holders of all of
its outstanding 3,975 shares of series B convertible preferred stock (the Series B Preferred Stock), pursuant to which such holders agreed to exchange all of such shares into a total of 3,975 shares of series C convertible preferred
stock (the Series C Preferred Stock), pursuant to a Securities Exchange Agreement dated August 5, 2009 (the Exchange Agreement). In connection therewith, on August 5, 2009, the Company filed an amendment to its
articles of incorporation with the State of Florida to create the Series C Preferred Stock (the Certificate of Designation). Among others, the Series C Preferred Stock differs from the Series B Preferred Stock as follows:



| |  |  | Immediately prior to the closing of the Exchange Agreement, the Series B Preferred Stock was paying an annual dividend of 14%. The Series C Preferred
Stock pays an annual dividend of 10%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



---

| |  |  | The Series B Preferred Stock dividend was paid quarterly in shares of common stock if the Company met certain equity conditions at that time, and
if the Company did not meet those equity conditions, in cash, unless funds were not legally available to pay such dividend in cash, in which event the holder could elect (i) to waive the equity conditions and take the dividend payment in shares
of stock, (ii) allow the dividend accrue to the next quarterly dividend payment or (iii) allow the dividend to be accreted to, and increase, the outstanding stated value of the Series B Preferred Stock. In contrast, the Series C
Preferred Stock provides that the quarterly dividends automatically will be accreted to, and increase, the outstanding stated value of the Series C Preferred Stock until such time as the Whitebox Second Restated Notes have been repaid in full,
at which time all future dividends are required to be paid in cash provided that funds are legally available for the payment of such dividends (and if funds are not so available, the dividends will again be accreted to, and increase, the outstanding
stated value).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series B Preferred Stock was convertible into common stock at any time at the option of the holders of such shares. The Series B
Preferred Stock cannot be converted by its holders until the earliest of (i) July 1, 2011, (ii) the date that the principal amount of the Whitebox Restated Notes is less than $5,000,000 and (iii) the trading price of the
Companys common stock is equal to or greater than $2 per share.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The conversion price for the Series B Preferred Stock was $6 per share of common stock. The conversion price for the Series C Preferred Stock
is $1.50 per share of common stock.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series C Preferred Stock requires that the Company redeem $200,000 worth of Series C Preferred Stock, pro rata among all holders of such
stock, on a monthly basis commencing immediately after the Whitebox Second Restated Notes have been repaid in full, and further requires the Company to redeem the balance of the Series C Preferred Stock on October 1, 2014. The
Series B Preferred Stock contained no such provisions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company believes that issuance of the
Second Restated Notes and the shares of common stock issuable thereunder and under the Series C Preferred Stock are exempt pursuant to Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the
Securities Act). The Company believes that exchange of the Series C Preferred Stock for the previously issued Series B Preferred Stock is exempt pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to accredited investors and the transfer of the Second Restated Notes has been restricted in accordance with the requirements of the
Securities Act. The Company received written representations from the holders thereof regarding, among other things, their accredited status and investment intent.

NOTE 8  FIRST COMMUNITY BANK OF AMERICA

On December 4, 2009, First
Community Bank of America (the Bank) contacted the Company through their legal counsel and declared the Companys equipment and the Companys real-estate loan in default. The loans were collateralized by the Companys
condominium and certain pieces of the Companys machinery, totaling approximately $750,000. Additionally, the Companys Chairman of the Board pledged a personal certificate of deposit in the amount of $400,000. The Bank paid down both
loans by liquidating the Companys $304,000 certificate of deposit, which was not collateral for either loan, and the Chairmans $400,000 certificate of deposit.

The result of this transaction increased the amounts due and payable to the Chairman of $400,000 and as of December 31, 2009, $46,000 is due
and payable to the Bank on the equipment loan. The Company is in the process of exploring its legal remedies.

NOTE 9  DISCONTINUED
OPERATIONS AND SALE OF CERTAIN ASSETS

During year ended March 31, 2009, the Company adopted a plan to discontinue the
Distribution segment which includes Breakthrough and BOSS. The decision further was to hold BOSS out for sale based on decreasing margins and decreasing sales and existing cash flows thus leading the segment to operate unprofitably. Additionally the
Company was unable to secure credit line financing which enabled the Company to operate previously.

Presented below are the
discontinued operations for BOSS at March 31, 2009 and the net liabilities of the discontinued operations of Breakthrough as of December 31 and March 31, 2009. BOSS is excluded from December 31, 2009 as certain assets were sold
July 1, 2009.



|                                       |  |                  |         |               |   |          
|-------------------------------------- |  | ---------------- | ------- | ------------- | - | ---------
|                                       |  | December 31,2009 |         | March 31,2009
|                                       |  |                 
|Balance Sheet:                         |  |                  |         |               |   |          
|                                       |  |                 
|Assets to be disposed of:              |  |                  |         |               |   |          
|                                       |  |                 
|Trade accounts receivable, net         |  | $                | 8,024   |               | $ | 928,236  
|                                       |  |                 
|Accounts receivable, other, net        |  |                  | 110,128 |               |   | 511,082  
|                                       |  |                 
|Inventory, net                         |  |                  | 503,570 |               |   | 3,108,744
|                                       |  |                 
|Prepaid expenses                       |  |                  |        |               |   | 212,038  
|                                       |  |                  |         |               |   |          
|                                       |  |                 
|Total current assets to be disposed of |  | $                | 621,722 |               | $ | 4,760,100
|                                       |  |                 
|Property, plant and equipment, net     |  |                  | 10,360  |               |   | 618,534  
|                                       |  |                 
|Other assets                           |  |                  |        |               |   | 649,188  
|                                       |  |                  |         |               |   |          
|                                       |  |                 
|Total assets to be disposed of         |  | $                | 621,722 |               | $ | 6,027,822
|                                       |  |                  |         |               |   |          
|                                       |  |                 
|Liabilities to be disposed of:         |  |                  |         |               |   |          
|                                       |  |                 
|Accounts payable                       |  | $                | 401,223 |               | $ | 3,744,148
|                                       |  |                 
|Credit line payable                    |  |                  |        |               |   | 2,182,000
|                                       |  |                 
|Accrued expenses and other liabilities |  |                  | 347,458 |               |   | 1,826,903
|                                       |  |                  |         |               |   |          
|                                       |  |                 
|Total liabilities to be disposed of    |  | $                | 748,681 |               | $ | 7,753,051
|                                       |  |                  |         |               |   |          



13



---

|                                                   |  |                                        |            |   |                                       |   |            |      |  |   |             |   |  |   |             |  
|-------------------------------------------------- |  | -------------------------------------- | ---------- | - | ------------------------------------- | - | ---------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                   |  | For the three months endedDecember 31, |            |   | For the nine months endedDecember 31, |  
|                                                   |  | 2009                                   |            |   | 2008                                  |   |            | 2009 |  |   | 2008        |  
|                                                   |  |                                        |            |  
|Income Statement:                                  |  |                                        |            |   |                                       |   |            |      |  |   |             |   |  |   |             |  
|                                                   |  |                                        |            |  
|Loss from operations of the discontinued component |  | $                                      | (594,945   | ) |                                       | $ | (1,593,370 | )    |  | $ | (2,947,347  | ) |  | $ | (3,713,143  | )
|                                                   |  |                                        |            |  
|Income tax benefit                                 |  |                                        |           |   |                                       |   |           |      |  |   |            |   |  |   |            |  
|                                                   |  |                                        |            |   |                                       |   |            |      |  |   |             |   |  |   |             |  
|                                                   |  |                                        |            |  
|Net loss on discontinued operation                 |  | $                                      | (594,945   | ) |                                       | $ | (1,593,370 | )    |  | $ | (2,947,347  | ) |  | $ | (3,713,143  | )
|                                                   |  |                                        |            |   |                                       |   |            |      |  |   |             |   |  |   |             |  
|                                                   |  |                                        |            |  
|Net income/(loss)                                  |  | $                                      | (3,709,899 | ) |                                       | $ | (4,446,388 | )    |  | $ | (12,277,246 | ) |  | $ | (11,049,535 | )
|                                                   |  |                                        |            |   |                                       |   |            |      |  |   |             |   |  |   |             |  

On July 10, 2009, the Company completed the July 1, 2009 effective date of the sale of a
substantial portion of the inventory, accounts receivable and other assets of the BOSS division of its subsidiary, Dynamic Health Products, Inc. (BOSS), to USA Sports, LLC (USA). The total sale price was $2,223,351 and at the
closing out of the total sale proceeds, Wachovia Bank, National Association (Wachovia) received a cash payment in the amount of $1,850,000 towards the settlement of BOSSs outstanding obligations to it. BOSS will continue to
pay-down the balance of its obligations to Wachovia through the orderly liquidation of its remaining assets. The Company recorded a loss on the sale of those assets of $661,424. This sale is reflected above and in the financial statements as of and
for the three and nine months ended December 31, 2009. The Company has not yet finalized its plan as to the sale or conversion of the remaining Distribution segment assets and therefore will continue to present the segment relating to
breakthrough as discontinued until such time that the plan for such sale or conversion is adopted as finalized.

NOTE 10 
DECONSOLIDATION

Effective December 1, 2009 the Company had a change in control of its 51% interest in American Antibiotics as
filed on Form 8-K on December 17, 2009 to an affiliated entity of the Chairman of the Board (the Affiliate Entity). The Affiliate remains an affiliate based on the Companys relationship with the Chairman of the Board and the
Chairmans continued relationship to the Affiliate Entity. In accordance with the agreement, the Company has the option to regain control of American Antibiotics should it repay its total outstanding obligations to the Affiliate by
June 29, 2010. The Company transferred $1.2 million in current assets, $8,808,000 in long term assets and $4.3 million in short term liabilities and in exchange the Company recorded $8,134,268 classified as an investment in an unconsolidated
subsidiary, representing preferred non-voting stock the cumulative amounts loaned to the subsidiary by the parent since the investment inception during 2005. The value of the assets and the liabilities transferred represented net book value which
also represented fair value. The Company recorded a loss of $434,000 the estimated loss which may change and may be other than temporary. As of December 1, 2009, the Company no longer has influence or control over American Antibiotics. The
Company continues to perform clerical accounting functions for American Antibiotics but does not have legal binding authority over American Antibiotics nor does it have check writing or other related authority involving American Antibiotics.
Therefore, the financial position of American Antibiotics is excluded as of December 31, 2009 with the results of operations included for the two months ended November 30, 2009 and for the eight months ended November 30, 2009 within
the three and nine months ended December 31, 2009 as a discontinued operation as presented on the face of the statements of operations.

NOTE 11  RELATED PARTY

Mihir K. Taneja, the Companys CEO, Jugal K Taneja, the Companys
Chairman of the Board of Directors, together with an affiliate of both the CEO and Chairman as of December 31, 2009, loaned the Company a total of $848,000 as included in the consolidated and continuing operations in financial position as of
December 31, 2009. Interest on the note is at the rate of 10% per annum. Proceeds were used for working capital. See further consideration in Note 10 above.

NOTE 12  LITIGATION

American Antibiotics, LLC, a majority owned
subsidiary of GeoPharma, has reached agreement with Consolidated Pharmaceutical Group, Inc. (CPG), the directors of CPG and two other individuals acting on behalf of CPG (collectively, CPG Parties) and entered into a
Settlement and Mutual Release Agreement (Settlement Agreement) and other documents (collectively, hereinafter referred to as Settlement Documents) on September 4, 2009 settling all claims against the other.

The litigation arose from and relates to certain agreements entered into between American Antibiotics and CPG, whereby American
Antibiotics acquired certain business assets of CPG for the production of Beta-Lactam Antibiotics as well as all CPGs rights, title and interest in various pharmaceutical Abbreviated New Drug Applications (ANDAs) associated with a
Baltimore, Maryland manufacturing facility owned and formerly operated by CPG dedicated for the production of Beta-Lactam Antibiotics (Facility) under an ANDA Sale and Purchase Agreement (ASPA) dated February 7, 2005,
and entered into a lease for the Baltimore Facility dated July 19, 2005 (the Lease).

The September 2006
lawsuit brought by the Company alleged that CPG breached the ASPA & Lease with certain misrepresentations related to the ANDAs and failed to perform all the required improvements and modifications to the Facility under the Lease.
Consolidated with American Antibiotics lawsuit was a separate action filed against it by CPG, alleging that American Antibiotics failed to pay rent due and owing under the Lease.

Under the terms of settlement: the AA Parties and the CPG Parties (collectively, the Parties) agreed to execute a new three
(3) year lease for the Facility with renewable options. The new lease also confers upon American Antibiotics a three (3) year option to purchase the Facility, a 65,600 square foot manufacturing plant consisting of an approximately 40,000
square foot non-sterile area and an approximately 25,600 square foot sterile area for injectable Beta-Lactam antibiotics, and the approximately 4.4 acres on which the Facility is located.

All prior agreements, financial obligations, understandings or other commitments between the Parties were terminated, superseded and
extinguished with the execution of the Settlement Documents. The Company filed a Form-8K with all required exhibits on September 11, 2009.

On December 4, 2009, First Community Bank of America (the Bank) contacted the Company through their legal counsel and declared the Companys equipment and the Companys real-estate
loan in default. The loans were collateralized by the Companys condominium and certain pieces of the Companys machinery, totaling approximately $750,000. Additionally, the Companys Chairman of the Board pledged a personal
certificate of deposit in the amount of $400,000. The Bank paid down both loans by liquidating the Companys $304,000 certificate of deposit, which was not collateral for either loan, and the Chairmans $400,000 certificate of deposit.

The result of this transaction increased the amounts due and payable to the Chairman of $400,000 and as of December 31, 2009
$46,000 is due and payable to the Bank on the equipment loan. The Company is in the process of exploring its legal remedies.

In November 2009, The People of the State of California (Plaintiff) served a civil action in the Superior Court of California in and for Solano County, Case No. ECS034274, against Breakthrough Engineered Nutrition, Inc. dba
Delmar Labs (Breakthrough), GeoPharma, Inc. (along with thirteen other defendants) alleging that Breakthrough violated certain California state laws by engaging in a course of conduct constituting acts of unfair competition and deceptive
advertising related to the marketing and sale of one of Breakthroughs dietary supplement products. The Plaintiff seeks monetary damages as well as non-monetary relief. Company management and Breakthrough dispute the State of Californias
claims and is vigorously defending this action. No trial date has been set. The possible outcome cannot be determined at this time.



14



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On May 1, 2006 Esther Krausz and Sharei Yeshua (Note Holders) filed an
action against Dynamic Health Products, Inc. in the Circuit Court of Broward County, Florida (Index No. 06-6187) alleging Dynamic Health Products, Inc. defaulted on note payment obligations. The face amount of the note alleged to be held by
Ester Krausz totals $280,000, the face amount of the note alleged to be held by Sharei Yeshua totals $220,000. The notes contain an interest rate of 8% per annum. Preliminary discovery has been conducted. Dynamic Health Products, Inc. filed a
third party action against the agent for the Note Holders seeking indemnity and that action was settled in May 2008. The Note Holders have filed a request for trial with the court but no date has been set. Dynamic Health Products, Inc. is
investigating whether the purported agent made any payments to the Note Holders on behalf of Dynamic Health Products, Inc. without disclosing those payments. To date, Plaintiffs have not provided copies of the notes to Dynamic Health Products, Inc.
or made a specific monetary demand. Dynamic Health Products, Inc. intends to vigorously defend itself in this action.

On
April 4, 2008, Vital Pharmaceuticals, Inc. vs. Bob OLeary Health Food Distribution Co., Inc., Case No. 08-14868, in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Vital Pharmaceuticals, Inc.
(VPX) sued Boss in April, 2008 for $579,274.65, plus interest, attorneys fees, and costs. Boss counterclaimed for, amongst other things, breach of its distributorship agreement with VPX and false representations. On June 17,
2009, the Court, in a bench pronouncement not yet memorialized in a written order, ruled that: (1) Boss is granted leave to amend its Counterclaim to assert additional claims against VPX, including amongst other things for Breach of Fiduciary
Duty and Unfair and Deceptive Trade Practices; and (2) VPX sold to Boss $472,274.65 in products received; and (3) VPX is prohibited from receiving that sum (if ever) until such time as Bosss Counterclaims and Affirmative Defenses are
resolved. Boss intends to continue to prosecute its Counterclaim and Affirmative Defenses and anticipates a favorable resolution to the case. The Courts written ruling may differ from the above recitation.

From time to time the Company is subject to litigation incidental to its business including possible product liability claims. Such claims,
if successful, could exceed applicable insurance coverage. The Company is, from time to time, involved in litigation relating to claims arising out of its operations in the ordinary course of business. The Company believes that none of the claims
that were outstanding as of December 31, 2009 and March 31, 2009 should have a material adverse impact on its financial condition or results of operations.



|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------

The statements contained in this Report that are not historical are forward-looking statements, including statements regarding the
Companys expectations, intentions, beliefs or strategies regarding the future. Forward-looking statements include the Companys statements regarding liquidity, anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statement. It is important to note that the
Companys actual results could differ materially from those in such forward-looking statements. Additionally, the following discussion and analysis should be read in conjunction with the Financial Statements and notes thereto appearing
elsewhere in this Report. The discussion is based upon such financial statements which have been prepared in accordance with U.S. Generally Accepted Accounting Principles and the Standards of the Public Company Accounting Oversight Board (United
States).

Managements Discussion and Analysis of Financial Condition and Results of Operations

We derive our revenues from developing, manufacturing and distributing a wide variety of nutraceuticals and cosmeceuticals, sports nutrition
products, pharmaceutical and generic drugs, and prescription and non-prescription products. We also derive revenues from the distribution of our branded product lines as well as from distributing others product lines.

Cost of goods sold is comprised of direct manufacturing and manufacturing and distribution material product costs, direct personnel
compensation and other statutory benefits and indirect costs relating to labor to support product manufacture, distribution and the warehousing of production and other manufacturing overhead. In addition, for the distribution segment, the cost of
all free goods for the purpose of product introduction or other incentive-based product costs are also recorded.

Research and
development expenses that benefit us and that benefit our customers are charged against either cost of goods sold or included within selling, general and administrative expenses as incurred dependent upon whether the R&D relates to direct
product materials expended, direct laboratory and manufacturing production costs or whether it relates to indirect or more facility and administrative type costs representing indirect salaries.

Selling, general and administrative expenses include management and general office salaries, taxes and benefits, advertising and promotional
expenses, non-manufacturing and non-pharmaceutical equipment and machinery depreciation and amortization, stock



15



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Interest expense, net, consists of interest expense associated with credit lines,
convertible debt, borrowings to finance capital equipment expenditures and other working capital needs and is partially offset by interest income earned on our funds held at banks.

Effective March 31, 2009, we discontinued our distribution segment operations which included Breakthrough Engineered Nutrition and
BOSS. For the three and nine months ended December 31, 2009 and 2008, the following amounts, which are included in our consolidated statement of operations as discontinued operations, were attributable to our Distribution segment:



| |  |  | Distribution segment revenue for the three months ended December 31, 2009 and 2008 of approximately $0 and $8.5 million, respectively;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distribution segment gross profits for the three months ended December 31, 2009 and 2008 of approximately $0 and $1.6 million, respectively;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distribution segment selling, general and administrative expenses for the three months ended December 31, 2009 and 2008 of approximately $7,000 and
$2.6 million, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distribution segment revenue for the nine months ended December 31, 2009 and 2008 of approximately $4.7 million and $33.1 million,
respectively
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distribution segment gross profits for the nine months ended December 31, 2009 and 2008 of approximately $610,000 and $6.2 million,
respectively;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Distribution segment selling, general and administrative expenses for the nine months ended 2009 and 2008 of approximately $2.9 and $8.8 million which
includes a loss on the sale of certain assets of $661,000 and $6.2 million respectively.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Effective
December 1, 2009, we deconsolidated American Antibiotics, and accounted for that deconsolidation within discontinued operations. For the three and nine months ended December 31, 2009 and 2008, the following amounts, which are included in
our consolidated statement of operations as discontinued operations-Deconsolidation:



| |  |  | Revenue for the three months ended December 31, 2009 and 2008 were $0;
| | - |  | ----------------------------------------------------------------------



| |  |  | Gross profit deficits for the three months ended December 31, 2009 and 2008 were $(101,000) and $(106,000), respectively;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Selling, general and administrative expenses for the three months ended December 31, 2009 and 2008 of approximately $635,000 and $361,000 which
includes a loss of $434,000.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revenue for the nine months ended December 31, 2009 and 2008 were approximately $45,000 and $0, respectively;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Gross profit deficits for the nine months ended December 31, 2009 and 2008 were approximately $(228,000) and $(392,000), respectively;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Selling, general and administrative expenses for the nine months ended December 31, 2009 and 2008 of approximately $565,000 and $1.2 million which
includes a loss of $434,000.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Results of Operations

Three Months Ended December 31, 2009, Compared to Three Months Ended December 31, 2008

Our analysis of the three months ended December 31, 2009, as compared to the three months ended December 31, 2008, excludes the results of discontinued operations of the Distribution segment,
discontinued on March 31, 2009 and excludes American Antibiotics, deconsolidated and discontinued on November 30, 2009.



16



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Revenues

Our total revenues from continuing operations decreased approximately $1.8 million, or 39.4%, to approximately $2.8 million for the three months ended December 31, 2009, from approximately $4.6
million for the three months ended December 31, 2008.

Manufacturing revenues decreased approximately $1.5 million, or
37.1%, to approximately $2.6 million for the three months ended December 31, 2009, as compared to approximately $4.1 million for the three months ended December 31, 2008. During the three months ended December 31, 2009, we experienced
a decrease in sales volume driven by the significant weakening of demand for the products that we manufacture for our customers, due to the global economic downturn, which has negatively impacted end user demand for the products we produce in
addition to the change in Company policy related to accepting manufacturing orders based on more stringent customer credit policies and related gross profits and margins. Manufacturing capacities and capabilities continue to be increased as we
continue to enhance our existing core manufacturing equipment and standard operating procedures. We believe the reduction in demand for the products we produce could continue for some time. Consequently, based on continued economic uncertainty, we
believe that it is possible that our manufacturing revenues may decline further in the near future.

Pharmaceutical revenues
were approximately $215,000 for the three months ended December 31, 2009 as compared to approximately $504,000 for the previous three month period ended December 31, 2008. Pharmaceutical revenues were comprised of our share of gross
profits due from our distributor Vetquinol from their sales of Vetprofen , the Companys brand of Carprofen, which was approved by the FDA during November 2007. Our Carprofen is sold in three different strengths: 25 mg, 75 mg and 100 mg.

Gross Profit

Our total gross profit decreased approximately $94,000 or 11.7%, to approximately $709,000 for the three months ended December 31, 2009, as compared to approximately $802,000 for the three months ended December 31, 2008. Total
gross margins increased to 25.6% for the three months ended December 31, 2009 from 18% for the three months ended December 31, 2008.

Manufacturing gross profit decreased to approximately $719,000 for December 31, 2009 from $1.1 million in December 2008 with manufacturing gross margin increasing to 28.2% for the three months ended
December 31, 2009 from 27.2% for the three months ended December 31, 2008. Although gross profits decreased, margins increased based on a increase in more profitable orders during what is typically a slower quarter as exacerbated by tight
economic times. The Company has continued to tighten overhead costs by reducing its direct labor head count during the months of September and December 2009 which was is in line with our planned improvements surrounding enhanced standard operating
and manufacturing procedures in all of our manufacturing plants. We expect that these improvements will continue to increase our visibility in the marketplaces that we compete in for additional business for the upcoming fiscal year.

Pharmaceutical gross profit deficit decreased approximately $290,000, or 96.4%, to a gross profit deficit of approximately ($11,000) for the
three months ended December 31, 2009, as compared to approximately ($301,000) in gross profit deficit for this business segment for the three months ended December 31, 2008. This was based primarily on the Cephalasporin facility that have
no revenue streams but have costs associated with production and laboratory direct labor costs. The Largo, Florida generic drug plant has continued manufacturing and shipping Vetprofen , its branded generic Carprofen, which has assisted in
offsetting some of the costs associated with other production and laboratory direct costs related to the pharmaceutical segment. The Largo, Florida Cephalasporin and generic drug plants incurred approximately $226,000 of costs with revenue offsets
of approximately $215,000. The drug revenues derived were generated from our generic drug plant in Largo, Florida. We received FDA facility approval in December 2009 for the Largo, Florida Cephalosporin drug facility plant and we expect the related
Cephalaxin ANDA approval during the fiscal year ending March 31, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses consist of advertising and promotional expenses; stock compensation
costs, insurance costs, research and development costs associated with the generic drug segment, personnel costs related to general management functions, finance, accounting and information systems, payroll expenses and sales commissions;
professional fees related to legal, audit and tax matters; and non-manufacturing and non-pharmaceutical machinery and equipment depreciation and amortization expenses. Selling, general and administrative expenses, inclusive of stock compensation and
depreciation and amortization expenses, remained consistent at approximately $3.4 million for the three months ended December 31, 2009, as compared to approximately $3.4 million for the three months ended December 31, 2008. An increase of
approximately $360,000 increase in the stock compensation expense directly related to the issuance of 3-year restricted stock awards; as offset by a decrease of $300,000 in salaries, a decrease of $147,000 research and development expenses and a
decrease in depreciation of $260,000. As a percentage of sales, selling, general and administrative expenses increased to 123% for the three months ended December 31, 2009, from 74% for the three months ended December 31, 2008.



17



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Operating Income (Loss)

Operating loss from continuing operations was approximately $3.0 million, or 110% of revenues for the three months ended December 31, 2009, compared to an operating loss from continuing operations of
approximately $2.7 million, or 60% of revenues for the three months ended December 31, 2008. Although we have instituted cost reduction initiatives which include the reduction of production and office head counts, the continued economic
uncertainty and potential further decline in our revenues could cause us to operate in an operating loss position in the near future.

Other Income (Expense), Net

Other income (expense), net was approximately $(263,000) for the three months
ended December 31, 2009, compared to approximately $(314,000) for the three months ended December 31, 2008. Interest income (expense), net, was approximately $(303,000) for the three months ended December 31, 2009, as compared to
approximately $(333,000) for the three months ended December 31, 2008. The increase in interest expense was primarily attributable to interest expense associated with our convertible debt in addition to our short-term obligations issued during
the current fiscal year.

Nine Months Ended December 31, 2009, Compared to Nine Months Ended December 31, 2008

Our analysis of the nine months ended December 31, 2009, as compared to the nine months ended December 31, 2008, excludes the
results of discontinued operations of the Distribution segment, discontinued on March 31, 2009 and the deconsolidation of American Antibiotics effective December 1, 2009.

Revenues

Our total revenues decreased approximately $4.7 million, or
29.4%, to approximately $11.3 million for the nine months ended December 31, 2009, from approximately $16.1 million for the nine months ended December 31, 2008.

Manufacturing revenues decreased approximately $4.7 million, or 31.7%, to approximately $10.2 million for the nine months ended December 31, 2009, as compared to approximately $14.9 million for the
nine months ended December 31, 2008. During the nine months ended December 31, 2009, we experienced a decrease in sales volume driven by the significant weakening of demand for the products that we manufacture for our customers, due to the
global economic downturn, which has negatively impacted end user demand for the products we produce in addition to the change in Company policy related to accepting manufacturing orders based on more stringent customer credit policies and related
gross profits and margins. Manufacturing capacities and capabilities continue to be increased as we continue to enhance our existing core manufacturing equipment and standard operating procedures. We believe the reduction in demand for the products
we produce could continue for some time. Consequently, based on continued economic uncertainty, we believe that it is possible that our manufacturing revenues may decline further in the near future.

Pharmaceutical revenues were approximately $1.2 million for both nine months ended December 31, 2009 and 2008. Pharmaceutical revenues
were comprised of sales of Vetprofen , the Companys brand of Carprofen, which was approved by the FDA during November 2007. Our Carprofen is sold in three different strengths: 25 mg, 75 mg and 100 mg.

Gross Profit

Our total
gross profit increased approximately $540,000 or 1%, to approximately $3.4 million for the nine months ended December 31, 2009, as compared to approximately $2.9 million for the nine months ended December 31, 2008. Total gross margins
increased to 30.3% for the nine months ended December 31, 2009 from 18% for the nine months ended December 31, 2008.

Manufacturing gross profit decreased to approximately $3.3 million for December 31, 2009 from $4.4 million in December 2008 with manufacturing gross margin increasing to 32.3% for the nine months ended December 31, 2009 from 29.3%
for the nine months ended December 31, 2008. Gross profits and margins increased based on a increase in more profitable orders during this period despite tight economic times. The Company has continued to tighten overhead costs by reducing its
direct labor head count during the months of September and December 2009 which was is in line with our planned improvements surrounding enhanced standard operating and manufacturing procedures in all of our manufacturing plants. We expect that these
improvements will continue to increase our visibility in the marketplaces that we compete in for additional business for the upcoming fiscal year.

Pharmaceutical gross profit improved to $148,000 from a gross profit deficit of approximately $(1.5) million for the nine months ended December 31, 2008. This was based primarily on
the Cephalasporin facilities that have no revenue streams but have costs associated with production and laboratory direct labor costs. The Largo, Florida generic drug plant has continued manufacturing and shipping Vetprofen , its branded
generic Carprofen, which has assisted in offsetting some of the costs associated with other production and laboratory direct costs related to the pharmaceutical segment. The Largo, Florida Cephalasporin and generic drug plants incurred approximately
$1 million of costs with revenue offsets of approximately $1.1 million. The drug revenues derived were generated from our generic drug plant in Largo, Florida. We received FDA facility approval for our Cephalaxin plant during December 2009 and
expect the related Cephalaxin ANDA approval during fiscal year ending March 31, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses consist of advertising and promotional expenses; stock
compensation costs, insurance costs, research and development costs associated with the generic drug segment, personnel costs related to general management functions, finance, accounting and information systems, payroll expenses and sales
commissions; professional fees related to legal, audit and tax matters; and non-manufacturing and non-pharmaceutical machinery and equipment depreciation and amortization expenses. Selling, general and administrative expenses, inclusive of stock
compensation and depreciation and amortization expenses, increased approximately $730,000, or 7.1%, to approximately $11.1 million for the nine months ended December 31, 2009, as compared to approximately $10.4 million for the nine months ended
December 31, 2008. The increase was primarily due to the increase in the stock compensation expense directly related to the issuance of 3-year restricted stock awards; an increase in accounting and legal fees of $300,000, all of which was
offset by a decrease of $700,000 in research and development expenses, and a decrease in depreciation. As a percentage of sales, selling, general and administrative expenses increased to 100% for the nine months ended December 31, 2009, from
64.5% for the nine months ended December 31, 2008.



18



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Operating Income (Loss)

Operating loss from continuing operations was approximately $9.0 million, or 85.7% of revenues for the nine months ended December 31, 2009, compared to an operating loss from continuing operations of
approximately $6.9 million, or 43.1% of revenues for the nine months ended December 31, 2008. Although we have instituted cost reduction initiatives which include the reduction of production and office head counts, the continued economic
uncertainty and potential further decline in our revenues could cause us to operate in an operating loss position in the near future.

Other Income (Expense), Net

Other income (expense), net was approximately $(1.4) million for the nine months
ended December 31, 2009, compared to approximately $(1.2) million for the nine months ended December 31, 2008. Interest income (expense), net, was approximately $(1.5) million for the nine months ended December 31, 2009, as
compared to approximately $(1.2) million for the nine months ended December 31, 2008. The increase in interest expense was primarily attributable to interest expense associated with our convertible debt in addition to our short-term obligations
issued during the current fiscal year.



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Income Tax Benefit (Expense)

For the three and nine months ended December 31, 2009, we had recorded no income tax benefit or expense. The change in tax benefit was
based on our tax calculation of temporary and permanent differences using the effective tax rates applied to our net loss for the period, changes in information gained related to underlying assumptions about our future operations, as well as the
utilization of available operating loss carryforwards. In accordance with Accounting for Income Taxes, we have evaluated whether it is more likely than not that the deferred tax asset will be realized.

Inflation and Seasonality

We believe that there was no material effect on our operations or our financial condition as a result of inflation as of and for the three and nine months ended December 31, 2009 and 2008. We also believe that our business is not
seasonal, however significant promotional activities can have a direct impact on our sales volume in any given quarter.

Economic and
Industry Conditions

We believe the global economy is in recession and we first began to see significant adverse effects of
this during our quarter ended December 31, 2008, as there was a significant reduction in end user demand for the products we manufacture and distribute, primarily based on the decline of end user discretionary income available for spending. We
believe our financial results for the three and nine months ended December 31, 2009 reflect the continuation and acceleration of a softening of demand for our products driven by the global economic downturn. We believe the decline in our revenues
generally was consistent with the decrease in overall industry demand. We believe that the significant decline in economic and industry conditions has had a negative effect, that we are unable to quantify, on our operations and our financial
condition as of and for the three and nine months ended December 31, 2009. There are many factors that make it difficult for us to predict future revenue trends for our business, including the duration of the global economic downturn and
quarter to quarter changes in customer orders regardless of industry strength. Should there be a continued material deterioration of economic or industry conditions, our results of operations could further be impacted in any given quarter.

Strategic and Other Activities

To address the impact of the economic downturn on our business, commencing in December 2008, we have taken actions intended to improve and optimize our operating effectiveness and to reduce our costs.

We renegotiated our national freight contract which encompasses freight-in and freight-out at all levels of delivery for each
of our segments. We have also reduced annual, merit-based salary increases, and taken other steps to reduce or eliminate certain discretionary expenses, including reducing our workforce. These actions, together with those indicated below, are
intended to improve our operating effectiveness during the current economic downturn. We are prepared to take additional actions as needed if this soft economic environment continues or worsens.

For our manufacturing segment, we have shortened work schedules to reduce overtime costs and staggered working hours to more closely match
production of our products with demand from our customers. With this approach, we retain the flexibility to ramp our production up or down to meet customer demand while managing our production costs. In addition, we have instituted certain other
cost reduction initiatives during September and December 2009 that included workforce reductions related to direct labor and office head counts. Since we believe the skills and expertise of our employees are key to our Companys success, our
initial cost management actions have been directed at minimizing expenses and now include workforce reductions; we are prepared to take more severe actions in the future if appropriate.



20



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For our manufacturing segment, we have lowered our prices to be more competitive, yet are
not experiencing any decrease in our product costs. We are working on changing vendor imposed purchasing requirements, as well as obtaining additional financing so that we may be able to once again take advantage of discounts related to mass volume
purchases, resulting in cost savings. We are also working with our vendors to improve our product mix by obtaining products that are in greater demand by our customers.

Financial Condition, Liquidity and Capital Resources

We had approximately
$42,000 of cash and cash equivalents as of December 31, 2009, a decrease from approximately $90,000 as of March 31, 2009. We had a working capital deficit of approximately $13.2 million as of December 31, 2009, inclusive of current
portion of convertible and other long-term obligations. As of March 31, 2009, we had working capital deficit of approximately $9.2 million, inclusive of current portion of long-term obligations. As of December 31, 2009 and March 31,
2009, our liquidity is affected by our certificates of deposit of approximately $5.4 million for both periods which is included in current assets of which $5 million is pledged as collateral for our short-term obligation to First Community Bank of
America. On October 6, 2009, the Company fully satisfied its $5 million note with a bank by liquidating the $5 million certificate of deposit.

We have financed our operations and growth primarily through cash flows from operations, borrowing under our revolving credit facility, operating leases, trade payables, the issuance of short-term
obligations, and the receipt of $15 million of gross private placement proceeds based on our April 2008 $5 million and our April 2007 $10 million convertible preferred stock private placement together with our March 2004 $5 million convertible
preferred stock.

On July 10, 2009, the Company completed the July 1, 2009 effective date of the sale of a
substantial portion of the inventory, accounts receivable and other assets of the BOSS division of its subsidiary, Dynamic Health Products, Inc. (BOSS), to USA Sports, LLC (USA). The total sale price was $2,223,351 and at the
closing out of the total sale proceeds, Wachovia Bank, National Association (Wachovia) received a cash payment in the amount of $1,850,000 towards the settlement of BOSSs outstanding obligations to it. BOSS will continue to
pay-down the balance of its obligations to Wachovia through the orderly liquidation of its remaining assets. The Company recorded a loss on the sale of those assets of $661,424. This sale is reflected above and in the financial statements as of and
for the three and six months ended September 30, 2009. The Company has not yet finalized its plan as to the sale or conversion of the remaining Distribution segment assets and therefore will continue to present the segment as discontinued until
such time that the plan for such sale of conversion is adopted as finalized.

Effective October 15, 2009, GeoPharma, Inc.
(the Company) consummated its previously reported Second Amended and Restated Note Purchase Agreement (the Second Restated Whitebox Agreement) with Whitebox Pharmaceutical Growth Fund, Ltd. (Whitebox), pursuant to
which the Company has issued two Second Amended and Restated 12% Secured Convertible Promissory Notes, one in the principal amount of $5,000,000 and one in the principal amount of $10,000,000 to Whitebox (collectively, the Second Restated
Notes). The total principal amount due to Whitebox immediately after the closing is the same as the principal amount due to Whitebox immediately prior to the closing. The Second Restated Notes replace and supersede all prior promissory notes
issued to Whitebox, and the Second Restated Whitebox Agreement replaces and supersedes all prior note purchase agreements with Whitebox.

Among other things, the Second Restated Whitebox Agreement and Second Restated Notes amend the prior Whitebox agreements and notes as follows:



| |  |  | The Second Restated Whitebox Agreement removes all financial covenants previously imposed on the Company;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement allows the Company to attempt to arrange a working capital loan secured by the Companys receivables and
inventory, and further provides that if the Company is able to do so, Whitebox will subordinate its existing liens and security interests on the Companys receivables and inventory on a dollar-for-dollar basis up to $2,000,000, provided that
the working capital lender and Whitebox can mutually agree upon the terms of a subordination agreement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement further provides that for every $1,000,000 of Second Restated Notes that are paid off by the Company or
otherwise converted into equity by Whitebox, the Company will be permitted to incur an additional $500,000 of additional working capital;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement allows Whitebox to exchange up to $250,000 of principal of the Second Restated Notes per month into shares of
the Companys common stock based on the closing price of the common stock at such time (the Debt to Equity Exchange), and provides that any amounts so exchanged will reduce the amount of the Partial Balloon Payment (as defined
below) due by the Company to Whitebox on July 1, 2012 on a dollar-for-dollar basis;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Whitebox Agreement requires that the Company transfer its real property located at 6950 Bryan Dairy Road, Largo, Florida 33777 to
Whitebox by September 1, 2009, and provides that if the Company does so (1) the outstanding principal amount of the $10,000,000 Second Restated Note will be reduced by $2,500,000 and (2) the Company will lease the property back from
Whitebox pursuant to a lease to be entered into at such time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21



---

| |  |  | The Second Restated Notes require that the Company:
| | - |  | ---------------------------------------------------



| |  |  | make monthly principal payments of $100,000, collectively, in cash, commencing on January 1, 2010 (and the first day of each month thereafter)
until Second Restated Notes are repaid; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | repay $2,500,000 of principal, collectively (the Partial Balloon Payment), in cash, on prior to July 1, 2012, provided that the
Partial Balloon Payment will be reduced as a result of any Debt to Equity Exchanges, any principal being converted into equity and any prepayments of principal;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | While the interest rate remains unchanged at 12%, the Second Restated Notes provide that all remaining interest payments due in 2009 will accrete to
principal and, commencing January 1, 2010, one-third of the interest will be payable in cash and the remaining two-thirds will be payable, at the option of Whitebox, by accreting such amount to principal or through the payment of shares of
common stock based on 95% of the trading price of the stock at such time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Notes reduce the conversion price of the notes (i.e., the price at which the notes can be converted into the Companys common
stock) from $4.46 per share to $0.75 per share with respect to the $5,000,000 Second Restated Note and $1.50 per share with respect to the $10,000,000 Second Restated Note; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Second Restated Notes provide that all remaining outstanding principal is due in cash on October 31, 2013.
| | - |  | --------------------------------------------------------------------------------------------------------------

In connection with the Second Restated Whitebox Agreement, the Company entered into and consummated an agreement with the holders of all of
its outstanding 3,975 shares of series B convertible preferred stock (the Series B Preferred Stock), pursuant to which such holders agreed to exchange all of such shares into a total of 3,975 shares of series C convertible preferred
stock (the Series C Preferred Stock), pursuant to a Securities Exchange Agreement dated August 5, 2009 (the Exchange Agreement). In connection therewith, on August 5, 2009, the Company filed an amendment to its
articles of incorporation with the State of Florida to create the Series C Preferred Stock (the Certificate of Designation). Among others, the Series C Preferred Stock differs from the Series B Preferred Stock as follows:



| |  |  | Immediately prior to the closing of the Exchange Agreement, the Series B Preferred Stock was paying an annual dividend of 14%. The Series C Preferred
Stock pays an annual dividend of 10%.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series B Preferred Stock dividend was paid quarterly in shares of common stock if the Company met certain equity conditions at that time, and
if the Company did not meet those equity conditions, in cash, unless funds were not legally available to pay such dividend in cash, in which event the holder could elect (i) to waive the equity conditions and take the dividend payment in shares
of stock, (ii) allow the dividend accrue to the next quarterly dividend payment or (iii) allow the dividend to be accreted to, and increase, the outstanding stated value of the Series B Preferred Stock. In contrast, the Series C
Preferred Stock provides that the quarterly dividends automatically will be accreted to, and increase, the outstanding stated value of the Series C Preferred Stock until such time as the Whitebox Second Restated Notes have been repaid in full,
at which time all future dividends are required to be paid in cash provided that funds are legally available for the payment of such dividends (and if funds are not so available, the dividends will again be accreted to, and increase, the outstanding
stated value).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series B Preferred Stock was convertible into common stock at any time at the option of the holders of such shares. The Series B
Preferred Stock cannot be converted by its holders until the earliest of (i) July 1, 2011, (ii) the date that the principal amount of the Whitebox Restated Notes is less than $5,000,000 and (iii) the trading price of the
Companys common stock is equal to or greater than $2 per share.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The conversion price for the Series B Preferred Stock was $6 per share of common stock. The conversion price for the Series C Preferred Stock
is $1.50 per share of common stock.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series C Preferred Stock requires that the Company redeem $200,000 worth of Series C Preferred Stock, pro rata among all holders of such
stock, on a monthly basis commencing immediately after the Whitebox Second Restated Notes have been repaid in full, and further requires the Company to redeem the balance of the Series C Preferred Stock on October 1, 2014. The
Series B Preferred Stock contained no such provisions.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company believes that issuance of the
Second Restated Notes and the shares of common stock issuable thereunder and under the Series C Preferred Stock are exempt pursuant to Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the
Securities Act). The Company believes that exchange of the Series C Preferred Stock for the previously issued Series B Preferred Stock is exempt pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. The offerings and sales were made only to accredited investors and the transfer of the Second Restated Notes has been restricted in accordance with the requirements of the
Securities Act. The Company received written representations from the holders thereof regarding, among other things, their accredited status and investment intent.

On September 4, 2009, American Antibiotics, LLC, a majority owned subsidiary of GeoPharma, has reached agreement with Consolidated Pharmaceutical Group, Inc. (CPG), the directors of CPG
and two other individuals acting on behalf of CPG (collectively, CPG Parties) and entered into a Settlement and Mutual Release Agreement (Settlement Agreement) and other documents (collectively, hereinafter referred to as
Settlement Documents) settling all claims against the other.



22



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The litigation arose from and relates to certain agreements entered into between American
Antibiotics and CPG, whereby American Antibiotics acquired certain business assets of CPG for the production of Beta-Lactam Antibiotics as well as all CPGs rights, title and interest in various pharmaceutical Abbreviated New Drug Applications
(ANDAs) associated with a Baltimore, Maryland manufacturing facility owned and formerly operated by CPG dedicated for the production of Beta-Lactam Antibiotics (Facility) under an ANDA Sale and Purchase Agreement
(ASPA) dated February 7, 2005, and entered into a lease for the Baltimore Facility dated July 19, 2005 (the Lease).

The September 2006 lawsuit brought by the Company alleged that CPG breached the ASPA & Lease with certain misrepresentations related to the ANDAs and failed to perform all the required
improvements and modifications to the Facility under the Lease. Consolidated with American Antibiotics lawsuit was a separate action filed against it by CPG, alleging that American Antibiotics failed to pay rent due and owing under the Lease.

Under the terms of settlement: the AA Parties and the CPG Parties (collectively, the Parties) agreed to execute a
new three (3) year lease for the Facility with renewable options. The new lease also confers upon American Antibiotics a three (3) year option to purchase the Facility, a 65,600 square foot manufacturing plant consisting of an
approximately 40,000 square foot non-sterile area and an approximately 25,600 square foot sterile area for injectable Beta-Lactam antibiotics, and the approximately 4.4 acres on which the Facility is located.

All prior agreements, financial obligations, understandings or other commitments between the Parties were terminated, superseded and
extinguished with the execution of the Settlement Documents and the Company was able to recognize $1.1 million into income as related to accrued rent and accrued interest that was extinguished.

During the nine months ended December 31, 2009, Mihir Taneja, the Companys CEO, Jugal Taneja, the Companys Chairman of the
Board of Directors, together with an affiliate of both the CEO and Chairman, loaned the continuing operations of the Company a total of $848,000. Interest on the note is at the rate of 10% per annum.

On December 4, 2009, First Community Bank of America (the Bank) contacted the Company through their legal counsel and declared
the Companys equipment and the Companys real-estate loan in default. The loans were collateralized by the Companys condominium and certain pieces of the Companys machinery, totaling approximately $750,000. Additionally, the
Companys Chairman of the Board pledged a personal certificate of deposit in the amount of $400,000. The Bank paid down both loans by liquidating the Companys $304,000 certificate of deposit and the Chairmans $400,000 certificate of
deposit.

The result of this transaction increased the amounts due and payable to the Chairman of $400,000 and $46,000 is due
and payable to the Bank on the equipment loan. The Company is in the process of exploring its legal remedies.



23



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NINE MONTH ENDED DECEMBER 31, 2009 CASH FLOW ANALYSIS

The following table summarizes our cash flows from operating, investing and financing activities for each of the nine months ended
December 31, 2009 and 2008:



|                                                 |  |      |            |   |      |   |            |  
|------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|Nine Months Ended December 31,                   |  | 2009 |            |   | 2008 |  
|Total cash provided by (used in):                |  |      |            |   |      |   |            |  
|Operating activities                             |  | $    | (3,220,826 | ) |      | $ | (3,927,540 | )
|                                                 |  |      |            |   |      |   |            |  
|                                                 |  |     
|Investing activities                             |  | $    | 10,122,088 |   |      | $ | (1,589,267 | )
|                                                 |  |      |            |   |      |   |            |  
|                                                 |  |     
|Financing activities                             |  | $    | (6,950,044 | ) |      | $ | 5,317,744  |  
|                                                 |  |      |            |   |      |   |            |  
|                                                 |  |     
|Increase (decrease) in cash and cash equivalents |  | $    | (48,782    | ) |      | $ | (199,063   | )
|                                                 |  |      |            |   |      |   |            |  

Operating Activities

Net cash used in operating activities was approximately $(3,220,826) for the nine months ended December 31, 2009, as compared to net cash used in operating activities of approximately $(3,927,540) million
for the nine months ended December 31, 2008.

We incurred a net loss before preferred stock dividends of approximately $12
million for the nine months ended December 31, 2009, compared to a net loss before preferred stock dividends of approximately $10.6 million for the nine months ended December 31, 2008. The changes in operating assets and liabilities were due
primarily to the decrease in accounts receivable, inventories, prepaid expenses and other current assets, and an increase in accrued expenses and other payables, all of which were partially offset by the rent and interest debt foregiveness. The
decrease in accounts receivable was primarily due to a decrease in credit sales and our increased collection efforts. Inventories decreased primarily due to changes in our product mix and our efforts to improve our levels of inventory on hand. The
decrease in prepaid expenses and other current assets was primarily due to the timing of insurance policy renewals. The increase in accrued expenses and other payables resulted from the timing of vendor payments. The decrease in accounts payable
resulted primarily from the timing of vendor payments.

Investing Activities

Net cash from investing activities was approximately $10.1 million for the nine months ended December 31, 2009, as compared to net cash used
of approximately $1.6 million for the nine months ended December 31, 2008. The change in the nine months ended December 31, 2009 was due primarily to the sale of certain distribution segment assets, the proceeds from the certificates of deposit and
the noncontrolling interest deconsolidation.

Financing Activities

Net cash used by financing activities was approximately $7.0 million for the nine months ended December 31, 2009, as compared to net cash
provided by financing activities of approximately $5.3 million for the nine months ended December 31, 2008. The change in the nine months ended December 31, 2009 was primarily attributable to short and long term obligation payments and credit line
payments as partially offset by proceeds of related party debt.

We believe that cash expected to be generated from
operations, current cash reserves, and existing financial arrangements is not sufficient to meet our capital expenditures and working capital needs for our operations as presently conducted. Our future liquidity and cash requirements will depend on
a wide range of factors, including the level of business in existing operations, expansion of facilities, expected results from recent procedural changes surrounding the acceptance of manufacturing sales orders, and possible acquisitions. In
particular, we have added additional manufacturing lines and have purchased additional fully automated manufacturing equipment to meet our present and future growth. Our plans may require the leasing of additional facilities and/or the leasing or
purchase of additional equipment in the future to accommodate further expansion of our manufacturing, warehousing and related storage needs.

If we are unable to achieve consistent profitability, additional steps will have to be taken in order to maintain liquidity, including plant consolidations and additional work force reductions (see
Strategic and Other Activities above). Instability in the financial markets, as a result of a recession or other factors, also may affect the cost of capital and our ability to raise capital. We are already experiencing the impact of both. The
uncertainty in the capital and credit markets may hinder our ability to generate additional financing in the type or amount necessary to pursue our objectives.



24



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|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|------- | -----------------------------------------------------------

We are not exposed to significant interest rate or foreign currency exchange rate risk.



|Item 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Disclosure
Controls and Procedures

Our principal executive and principal financial officers have evaluated the effectiveness of our
disclosure controls and procedures, as defined in Rules 13a  15(e) and 15d  15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly
report. They have concluded that, based on such evaluation, our disclosure controls and procedures were effective as of December 31, 2009, as further described below.

Managements Quarterly Report on Internal Control Over Financial Reporting

Overview

Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers
to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, 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. Management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company.

Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting
from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected
on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though
not eliminate, this risk.

Management has used the framework set forth in the report entitled Internal Control 
Integrated Framework published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission to evaluate the effectiveness of the Companys internal control over financial reporting. Management has
concluded that the Companys internal control over financial reporting was effective as of December 31, 2009.

Managements Assessment

We maintain disclosure controls and procedures, as such term
is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well
conceived and operated, can provide only reasonable assurance of achieving the desired control objectives and we are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

Our management evaluated, under the supervision and with the participation of our CEO and our CFO, the effectiveness of the
design and operation of our disclosure controls and procedures as of December 31, 2009.

Based upon this evaluation, our
CEO and CFO have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms, and accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosures. This Quarterly Report does
not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only managements report in this Quarterly Report.



25



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PART II  OTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS.
|------- | ------------------

American Antibiotics, LLC, a majority owned subsidiary of GeoPharma, has reached agreement with Consolidated Pharmaceutical Group, Inc. (CPG), the directors of CPG and two other individuals acting on behalf of CPG (collectively,
CPG Parties) and entered into a Settlement and Mutual Release Agreement (Settlement Agreement) and other documents (collectively, hereinafter referred to as Settlement Documents) on September 4, 2009 settling
all claims against the other.

The litigation arose from and relates to certain agreements entered into between American
Antibiotics and CPG, whereby American Antibiotics acquired certain business assets of CPG for the production of Beta-Lactam Antibiotics as well as all CPGs rights, title and interest in various pharmaceutical Abbreviated New Drug Applications
(ANDAs) associated with a Baltimore, Maryland manufacturing facility owned and formerly operated by CPG dedicated for the production of Beta-Lactam Antibiotics (Facility) under an ANDA Sale and Purchase Agreement
(ASPA) dated February 7, 2005, and entered into a lease for the Baltimore Facility dated July 19, 2005 (the Lease).

The September 2006 lawsuit brought by the Company alleged that CPG breached the ASPA & Lease with certain misrepresentations related to the ANDAs and failed to perform all the required
improvements and modifications to the Facility under the Lease. Consolidated with American Antibiotics lawsuit was a separate action filed against it by CPG, alleging that American Antibiotics failed to pay rent due and owing under the Lease.

Under the terms of settlement: the AA Parties and the CPG Parties (collectively, the Parties) agreed to execute a
new three (3) year lease for the Facility with renewable options. The new lease also confers upon American Antibiotics a three (3) year option to purchase the Facility, a 65,600 square foot manufacturing plant consisting of an
approximately 40,000 square foot non-sterile area and an approximately 25,600 square foot sterile area for injectable Beta-Lactam antibiotics, and the approximately 4.4 acres on which the Facility is located.

All prior agreements, financial obligations, understandings or other commitments between the Parties were terminated, superseded and
extinguished with the execution of the Settlement Documents. The Company filed a Form-8K with all required exhibits on September 11, 2009.

On December 4, 2009, First Community Bank of America (the Bank) contacted the Company through their legal counsel and declared the Companys equipment and the Companys real-estate
loan in default. The loans were collateralized by the Companys condominium and certain pieces of the Companys machinery, totaling approximately $750,000. Additionally, the Companys Chairman of the Board pledged a personal
certificate of deposit in the amount of $400,000. The Bank paid down both loans by liquidating the Companys $304,000 certificate of deposit, which was not collateral for either loan, and the Chairmans $400,000 certificate of deposit.

The result of this transaction increased the amounts due and payable to the Chairman of $400,000 and $46,000 is due and
payable to the Bank on the equipment loan. The Company is in the process of exploring its legal remedies.

In November 2009,
The People of the State of California (Plaintiff) served a civil action in the Superior Court of California in and for Solano County, Case No. ECS034274, against Breakthrough Engineered Nutrition, Inc. dba Delmar Labs
(Breakthrough), GeoPharma, Inc. (along with thirteen other defendants) alleging that Breakthrough violated certain California state laws by engaging in a course of conduct constituting acts of unfair competition and deceptive advertising
related to the marketing and sale of one of Breakthroughs dietary supplement products. The Plaintiff seeks monetary damages as well as non-monetary relief. Company management and Breakthrough dispute the State of Californias claims and
is vigorously defending this action. No trial date has been set. The possible outcome cannot be determined at this time.

On
May 1, 2006 Esther Krausz and Sharei Yeshua (Note Holders) filed an action against Dynamic Health Products, Inc. in the Circuit Court of Broward County, Florida (Index No. 06-6187) alleging Dynamic Health Products, Inc.
defaulted on note payment obligations. The face amount of the note alleged to be held by Ester Krausz totals $280,000, the face amount of the note alleged to be held by Sharei Yeshua totals $220,000. The notes contain an interest rate of 8% per
annum. Preliminary discovery has been conducted. Dynamic Health Products, Inc. filed a third party action against the agent for the Note Holders seeking indemnity and that action was settled in May 2008. The Note Holders have filed a request for
trial with the court but no date has been set. Dynamic Health Products, Inc. is investigating whether the purported agent made any payments to the Note Holders on behalf of Dynamic Health Products, Inc. without disclosing those payments. To date,
Plaintiffs have not provided copies of the notes to Dynamic Health Products, Inc. or made a specific monetary demand. Dynamic Health Products, Inc. intends to vigorously defend itself in this action.

On April 4, 2008, Vital Pharmaceuticals, Inc. vs. Bob OLeary Health Food Distribution Co., Inc.,
Case No. 08-14868, in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. Vital Pharmaceuticals, Inc. (VPX) sued Boss in April, 2008 for $579,274.65, plus interest, attorneys fees, and costs.
Boss counterclaimed for, amongst other things, breach of its distributorship agreement with VPX and false representations. On June 17, 2009, the Court, in a bench pronouncement not yet memorialized in a written order, ruled that: (1) Boss
is granted leave to amend its Counterclaim to assert additional claims against VPX, including amongst other things for Breach of Fiduciary Duty and Unfair and Deceptive Trade Practices; and (2) VPX sold to Boss $472,274.65 in products received;
and (3) VPX is prohibited from receiving that sum (if ever) until such time as Bosss Counterclaims and Affirmative Defenses are resolved. Boss intends to continue to prosecute its Counterclaim and Affirmative Defenses and anticipates a
favorable resolution to the case. The Courts written ruling may differ from the above recitation.

From time to time the
Company is subject to litigation incidental to its business including possible product liability claims. Such claims, if successful, could exceed applicable insurance coverage. The Company is, from time to time, involved in litigation relating to
claims arising out of its operations in the ordinary course of business. The Company believes that none of the claims that were outstanding as of December 31, 2009 and March 31, 2009 should have a material adverse impact on its financial
condition or results of operations.



|Item 1A. | RISK FACTORS.
|-------- | -------------

In
addition to other information set forth in this Report, you should carefully consider the risk factors previously disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the year ended March 31, 2009. We do not believe
there have been any material changes in our risk factors since the filing of our Annual Report on Form 10-K for the year ended March 31, 2009 other than additional risks related to



26



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worldwide economic and industry conditions. However, we may update our risk factors in our SEC filings from time to time for clarification purposes or to include additional information, at
managements discretion, even when there have been no material changes. The following risk factor is being added to provide additional information.



27



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The Demand for Our Products and Our Business May be Adversely Affected by Worldwide
Economic and Industry Conditions: Our business is affected by economic and industry conditions and our revenues are dependent upon demand for our products. Demand, in turn, is impacted by industry cycles and the availability of end user
discretionary income, both of which can dramatically affect our business. These cycles may be characterized by decreases in product demand, excess customer inventories, and accelerated erosion of prices. The global economy is currently in recession
and we first began to see adverse effects of this in our fiscal quarter ended December 31, 2008, as the reduction in end user demand for our products caused a reduction in demand for our products by our customers. We believe the further
weakening of the U.S. and global economy and the continued stress in the financial markets has deepened the current economic downturn and caused a significant decrease in demand for our products during the current and previous three fiscal quarters,
as our revenues decreased over 39% from the December 2008 fiscal quarter and over 29% decrease as compared to the nine months ended December 2008.

If global economic conditions remain uncertain or deteriorate further, we may experience additional material adverse effects on our future revenues, cash flows and financial position. A prolonged global
recession may have other adverse effects on us, such as:



| |  |  | The ability of our customers to pay their obligations to us may be adversely affected, which could cause a negative impact on our cash flows and our
results of operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The carrying value of our goodwill and other intangible assets may decline in value, which could harm our financial position and results of operations;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our suppliers may not be able to fulfill their obligations to us, which could harm our manufacturing process and our business; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | The uncertainty in the capital and credit markets may hinder our ability to generate additional financing in the type or amount necessary to meet our
obligations or pursue our objectives.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

None.



|Item 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

Not applicable.



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|------- | ----------------------------------------------------

Not applicable



|Item 5. | OTHER INFORMATION.
|------- | ------------------



| | (a) | Not applicable.
| | --- | ---------------



| | (b) | None.
| | --- | -----



|Item 6. | EXHIBITS
|------- | --------

Exhibits

The following Exhibits are filed as part of this Report:



|     |  |                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)               
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)               



28



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SIGNATURES

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



|                        |  |  |  |                 |  |                                                            
|----------------------- |  |  |  | --------------- |  | -----------------------------------------------------------
|                        |  |  |  | GeoPharma, Inc.
|                        |  |  | 
|Date: February 22, 2010 |  |  |  | By:             |  | /S/    MIHIR K.
TANEJA                                     
|                        |  |  |  |                 |  | Mihir K. Taneja                                            
|                        |  |  |  |                 |  | Chief Executive Officer, Secretary and Director            
|                        |  |  |  |                 |  | (Principal Executive Officer)                              
|                        |  |  | 
|Date: February 22, 2010 |  |  |  | By:             |  | /S/    CAROL DORE
-FALCONE                                 
|                        |  |  |  |                 |  | Carol Dore-Falcone                                         
|                        |  |  |  |                 |  | Senior Vice President, Chief Financial Officer and Director
|                        |  |  |  |                 |  | (Principal Financial and Accounting Officer)               



29