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 June 30, 2008

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                           |  |                      |  |                                               |  |                             
|-------------------------- |  | -------------------- |  | --------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈                      |  | Smaller reporting company  x
|                           |  |                      |  | (Do not check if a smaller reporting company)

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 August 8, 2008 was 16,312,346.









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PART I  FINANCIAL INFORMATION



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

GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                           |  |               |             |   |                |   |             |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | -------------- | - | ----------- | -
|                                                                                                                                                           |  | June 30, 2008 |             |   | March 31, 2008 |  
|                                                                                                                                                           |  | (Unaudited)   |             |   |                |  
|ASSETS                                                                                                                                                     |  |               |             |   |                |   |             |  
|Current assets:                                                                                                                                            |  |               |             |   |                |   |             |  
|Cash and cash equivalents                                                                                                                                  |  | $             | 2,003,580   |   |                | $ | 523,802     |  
|Certificate of deposit                                                                                                                                     |  |               | 6,075,038   |   |                |   | 6,001,946   |  
|Accounts receivable, net                                                                                                                                   |  |               | 6,217,452   |   |                |   | 7,708,349   |  
|Accounts receivable, other                                                                                                                                 |  |               | 344,700     |   |                |   | 324,234     |  
|Inventories, net                                                                                                                                           |  |               | 13,254,462  |   |                |   | 13,614,824  |  
|Prepaid expenses and other current assets                                                                                                                  |  |               | 879,157     |   |                |   | 1,186,289   |  
|Due from affiliates                                                                                                                                        |  |               |            |   |                |   | 37,471      |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total current assets                                                                                                                                       |  | $             | 28,774,389  |   |                | $ | 29,396,915  |  
|Property, plant, leasehold improvements and equipment, net                                                                                                 |  |               | 12,995,032  |   |                |   | 13,374,250  |  
|Goodwill, net                                                                                                                                              |  |               | 13,425,493  |   |                |   | 13,425,493  |  
|Deferred compensation                                                                                                                                      |  |               | 4,073,712   |   |                |   | 2,158,291   |  
|Intangible assets, net                                                                                                                                     |  |               | 8,076,074   |   |                |   | 6,432,954   |  
|Deferred tax asset, net                                                                                                                                    |  |               | 3,851,400   |   |                |   | 3,188,200   |  
|Other assets, net                                                                                                                                          |  |               | 1,584,387   |   |                |   | 1,038,891   |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total assets                                                                                                                                               |  | $             | 72,780,487  |   |                | $ | 69,014,994  |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                       |  |               |             |   |                |   |             |  
|Current liabilities:                                                                                                                                       |  |               |             |   |                |   |             |  
|Accounts payable                                                                                                                                           |  | $             | 10,510,404  |   |                | $ | 12,728,936  |  
|Credit line payable                                                                                                                                        |  |               | 2,829,000   |   |                |   | 2,606,000   |  
|Notes payable                                                                                                                                              |  |               | 5,058,469   |   |                |   | 5,099,490   |  
|Current portion of long-term obligations                                                                                                                   |  |               | 1,932,057   |   |                |   | 2,700,110   |  
|Accrued expenses and other liabilities                                                                                                                     |  |               | 5,275,599   |   |                |   | 5,108,913   |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total current liabilities                                                                                                                                  |  | $             | 25,605,529  |   |                | $ | 28,243,449  |  
|Long-term obligations, less current portion, and deferred revenue                                                                                          |  |               | 1,958,781   |   |                |   | 786,889     |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total liabilities                                                                                                                                          |  | $             | 27,564,310  |   |                | $ | 29,030,338  |  
|Convertible debt                                                                                                                                           |  |               | 15,000,000  |   |                |   | 10,000,000  |  
|Commitments and contingencies                                                                                                                              |  |               |             |   |                |   |             |  
|Minority interest                                                                                                                                          |  |               | (2,010,197  | ) |                |   | (1,812,461  | )
|Shareholders equity:                                                                                                                                      |  |               |             |   |                |   |             |  
|6% convertible preferred stock, Series B, $.01 par value (5,000 shares authorized, 5,000 shares issued and outstanding (liquidation preference
$5,000,000) |  |               | 50          |   |                |   | 50          |  
|Common stock, $.01 par value; 24,000,000 shares authorized; 16,362,530 and 14,380,387 shares issued and outstanding                                        |  |               | 163,625     |   |                |   | 143,804     |  
|Treasury stock (65,428 common shares, $.01 par value)                                                                                                      |  |               | (654        | ) |                |   | (654        | )
|Additional paid-in capital                                                                                                                                 |  |               | 65,337,023  |   |                |   | 62,161,427  |  
|Retained earnings (deficit)                                                                                                                                |  |               | (33,273,670 | ) |                |   | (30,507,510 | )
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total shareholders equity                                                                                                                                 |  | $             | 32,226,374  |   |                | $ | 31,797,117  |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  
|Total liabilities and shareholders equity                                                                                                                 |  | $             | 72,780,487  |   |                | $ | 69,014,994  |  
|                                                                                                                                                           |  |               |             |   |                |   |             |  

See accompanying notes to condensed consolidated financial statements.



2



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GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



|                                                                                                                   |  |                             |            |   |             |   |            |  
|------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ---------- | - | ----------- | - | ---------- | -
|                                                                                                                   |  | Three Months Ended June 30, |           
|                                                                                                                   |  | 2008                        |            |   | 2007        |  
|                                                                                                                   |  | (Unaudited)                 |            |   | (Unaudited) |  
|Revenues:                                                                                                          |  |                             |            |   |             |   |            |  
|Distribution                                                                                                       |  | $                           | 13,628,916 |   |             | $ | 1,856,599  |  
|Manufacturing                                                                                                      |  |                             | 6,271,953  |   |             |   | 4,922,104  |  
|Pharmaceutical                                                                                                     |  |                             | 124,438    |   |             |   | 41,199     |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Total revenues                                                                                                     |  | $                           | 20,025,307 |   |             | $ | 6,819,902  |  
|Cost of goods sold:                                                                                                |  |                             |            |   |             |   |            |  
|Distribution                                                                                                       |  |                             | 10,673,592 |   |             |   | 1,015,970  |  
|Manufacturing (exclusive of depreciation and amortization shown below)                                             |  |                             | 4,681,437  |   |             |   | 3,460,634  |  
|Pharmaceutical                                                                                                     |  |                             | 935,829    |   |             |   | 832,623    |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Total cost of goods sold                                                                                           |  | $                           | 16,290,858 |   |             | $ | 5,309,227  |  
|Gross profit:                                                                                                      |  |                             |            |   |             |   |            |  
|Distribution                                                                                                       |  |                             | 2,955,324  |   |             |   | 840,629    |  
|Manufacturing                                                                                                      |  |                             | 1,590,516  |   |             |   | 1,461,470  |  
|Pharmaceutical                                                                                                     |  |                             | (811,391   | ) |             |   | (791,424   | )
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Total gross profit                                                                                                 |  | $                           | 3,734,449  |   |             | $ | 1,510,675  |  
|Selling, general and administrative expenses:                                                                      |  |                             |            |   |             |   |            |  
|Selling, general and administrative expenses                                                                       |  |                             | 5,781,669  |   |             |   | 2,875,505  |  
|Stock compensation expense                                                                                         |  |                             | 306,350    |   |             |   | 156,590    |  
|Depreciation and amortization                                                                                      |  |                             | 668,102    |   |             |   | 363,127    |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Operating income (loss) before other income (expense), minority interest, income taxes and discontinued operations |  | $                           | (3,021,672 | ) |             | $ | (1,884,547 | )
|Other income (expense), net:                                                                                       |  |                             |            |   |             |   |            |  
|Interest income (expense), net                                                                                     |  |                             | (459,298   | ) |             |   | (202,891   | )
|Other income (expense), net                                                                                        |  |                             | 4,474      |   |             |   | 10,422     |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Total other income (expense), net                                                                                  |  | $                           | (454,824   | ) |             | $ | (192,469   | )
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Income (loss) before minority interest, income taxes and discontinued operations                                   |  | $                           | (3,476,496 | ) |             | $ | (2,077,016 | )
|Minority interest benefit (expense)                                                                                |  |                             | 197,736    |   |             |   | 225,662    |  
|Income tax benefit (expense)                                                                                       |  |                             | 662,400    |   |             |   | 807,600    |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Net income (loss) from continuing operations                                                                       |  | $                           | (2,616,360 | ) |             | $ | (1,043,754 | )
|Discontinued operations:                                                                                           |  |                             |            |   |             |   |            |  
|Revenues: PBM                                                                                                      |  | $                           |           |   |             | $ | 2,925,139  |  
|Cost of goods sold: PBM                                                                                            |  |                             |           |   |             |   | 2,904,274  |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Gross profit: PBM                                                                                                  |  | $                           |           |   |             | $ | 20,865     |  
|Selling, general and administrative expenses: PBM                                                                  |  |                             |           |   |             |   | 20,785     |  
|PBM segment exit income (expense)                                                                                  |  |                             |           |   |             |   | 8,300      |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Discontinued operations net income (loss), net of income tax                                                       |  | $                           |           |   |             | $ | 8,380      |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Net income (loss)                                                                                                  |  | $                           | (2,616,360 | ) |             | $ | (1,035,374 | )
|Preferred stock dividends                                                                                          |  |                             | 149,800    |   |             |   | 108,333    |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Net income (loss) available to common shareholders                                                                 |  | $                           | (2,766,160 | ) |             | $ | (1,143,707 | )
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Basic income (loss) per share                                                                                      |  | $                           | (0.19      | ) |             | $ | (0.11      | )
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Basic weighted average number of common shares outstanding                                                         |  |                             | 14,692,521 |   |             |   | 10,644,325 |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Diluted income (loss) per share                                                                                    |  | $                           | (0.19      | ) |             | $ | (0.11      | )
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Diluted weighted average number of common shares outstanding                                                       |  |                             | 14,692,521 |   |             |   | 10,644,325 |  
|                                                                                                                   |  |                             |            |   |             |   |            |  
|Basic and diluted discontinued operations earnings per share                                                       |  | $                           |           |   |             | $ |           |  
|                                                                                                                   |  |                             |            |   |             |   |            |  

See accompanying notes to condensed consolidated financial statements.



3



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GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                                   |  |               |            |   |               |   |            |  
|-------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                                                   |  | June 30, 2008 |            |   | June 30, 2007 |  
|                                                                                                   |  | (Unaudited)   |            |   | (Unaudited)   |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |               |            |   |               |   |            |  
|Net income (loss)                                                                                  |  | $             | (2,616,360 | ) |               | $ | (1,035,374 | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |               |            |   |               |   |            |  
|Depreciation, leasehold and intangible amortization                                                |  |               | 668,102    |   |               |   | 363,127    |  
|Income tax expense (benefit)                                                                       |  |               | (662,400   | ) |               |   | (807,600   | )
|Amortization of stock deferred compensation                                                        |  |               | 306,350    |   |               |   | 156,590    |  
|Accrued interest income                                                                            |  |               | (73,092    | ) |               |   |           |  
|Changes in operating assets and liabilities:                                                       |  |               |            |   |               |   |            |  
|Accounts receivable, net                                                                           |  |               | 1,190,897  |   |               |   | 3,860,867  |  
|Accounts receivable, other                                                                         |  |               | (20,467    | ) |               |   |           |  
|Inventories, net                                                                                   |  |               | 360,362    |   |               |   | (1,124,536 | )
|Prepaid expenses and other current assets                                                          |  |               | 285,117    |   |               |   | (120,082   | )
|Deferred tax asset, net                                                                            |  |               | (800       | ) |               |   |           |  
|Accounts payable                                                                                   |  |               | (2,218,232 | ) |               |   | (1,909,174 | )
|Accrued expenses and other payables                                                                |  |               | 1,006,335  |   |               |   | (968,562   | )
|Due from affiliates, net                                                                           |  |               | 37,471     |   |               |   | 292,615    |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Net cash provided by (used in) operating activities                                                |  | $             | (1,736,717 | ) |               | $ | (1,292,129 | )
|                                                                                                   |  |               |            |   |               |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                              |  |               |            |   |               |   |            |  
|Purchases of property, leasehold improvements and equipment                                        |  | $             | (139,275   | ) |               | $ | (633,956   | )
|Purchase of certificate of deposit                                                                 |  |               |           |   |               |   | (7,007,608 | )
|Purchase of intangible assets                                                                      |  |               | (1,527,838 | ) |               |   |           |  
|Proceeds (uses) due to minority interest investment, net                                           |  |               | (197,736   | ) |               |   | (225,662   | )
|                                                                                                   |  |               |            |   |               |   |            |  
|Net cash provided by (used in) investing activities                                                |  | $             | (1,864,849 | ) |               | $ | (7,867,226 | )
|                                                                                                   |  |               |            |   |               |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                              |  |               |            |   |               |   |            |  
|Proceeds from private placement  Convertible debt                                                 |  | $             | 5,000,000  |   |               | $ | 10,000,000 |  
|Proceeds from private placement  Common stock issuance                                            |  |               |           |   |               |   | 2,500,000  |  
|Proceeds (repayments) from credit line, net                                                        |  |               | 223,000    |   |               |   | 2,250,000  |  
|Proceeds from vested stock options exercised                                                       |  |               | 8,500      |   |               |   |           |  
|Payments for private placement fees                                                                |  |               | (24,603    | ) |               |   | (978,958   | )
|Payments of short-term obligations                                                                 |  |               | (41,021    | ) |               |   |           |  
|Payments of long-term obligations                                                                  |  |               | (84,532    | ) |               |   | (518,846   | )
|                                                                                                   |  |               |            |   |               |   |            |  
|Net cash provided by (used in) financing activities                                                |  | $             | 5,081,344  |   |               | $ | 13,252,196 |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Net increase (decrease) in cash                                                                    |  | $             | 1,479,778  |   |               | $ | 4,092,841  |  
|Cash at beginning of period                                                                        |  |               | 523,802    |   |               |   | 735,000    |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Cash at end of period                                                                              |  | $             | 2,003,580  |   |               | $ | 4,827,841  |  
|                                                                                                   |  |               |            |   |               |   |            |  
|SUPPLEMENTAL INFORMATION:                                                                          |  |               |            |   |               |   |            |  
|Cash paid for interest                                                                             |  | $             | 125,805    |   |               | $ | 84,124     |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Cash paid for income taxes                                                                         |  | $             |           |   |               | $ | 850,000    |  
|                                                                                                   |  |               |            |   |               |   |            |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES:                                                       |  |               |            |   |               |   |            |  
|Value of common stock issued to pay preferred stock dividends                                      |  | $             | 149,800    |   |               | $ | 108,333    |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Value of restricted common stock issued for deferred compensation                                  |  | $             | 2,221,771  |   |               | $ |           |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Value of common stock issued for payment of accrued interest expense                               |  | $             | 865,059    |   |               | $ |           |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Value of accounts receivable converted to other assets                                             |  | $             | 300,000    |   |               | $ |           |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Value of common stock issued for payment of consulting fees                                        |  | $             | 24,691     |   |               | $ |           |  
|                                                                                                   |  |               |            |   |               |   |            |  
|Increase in other assets and deferred revenue                                                      |  | $             | 488,370    |   |               | $ |           |  
|                                                                                                   |  |               |            |   |               |   |            |  

See accompanying notes to condensed consolidated financial statements.



4



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GEOPHARMA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS
ENDED JUNE 30, 2008 AND 2007

(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 month period ended June 30, 2008 and 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2009. 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, 2008 and 2007 as filed with the Securities and Exchange Commission on June 30, 2008.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.
Principles of Consolidation

The condensed consolidated financial statements as of and for the three months ended June 30, 2008
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), Go2PBM Services, Inc. (PBM), Libi Labs, Inc. (Libi Labs) and its 51% owned LLC, American Antibiotics, which is accounted for given the consideration of the 49% minority interest,
EZ-Med Company (EZ-Med) and Dynamic Health Products, Inc. (BOSS). All transactions relating to significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements as of and for the three months ended June 30, 2007 include the accounts of GeoPharma, which is continuing to
do manufacturing business as Innovative and its wholly-owned subsidiaries IHP Marketing, Breakthrough, Breakthrough Marketing, Belcher, Belcher Capital, PBM, Libi Labs and its 51% owned LLC, American Antibiotics, which is accounted for given the
consideration of the 49% minority interest. Effective June 14, 2007, the Company acquired EZ-Med, a Florida corporation. All transactions relating to significant intercompany balances and transactions have been eliminated in consolidation.

b. Industry Segments

In accordance
with the provisions of Statement of Financial Accounting Standards No. 131, (SFAS 131), 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 months ended June 30, 2008, and as of
March 31, 2088, the Company had three industry segments that accompany corporate: manufacturing, distribution and pharmaceutical. For the three months ended June 30, 2007, the Company had four industry segments that accompany corporate:
manufacturing, distribution, pharmaceutical and pharmacy benefit management. Effective May 15, 2007, the Company mutually terminated its Pharmacy Benefit Management contract with AmeriGroup, formerly known as CarePlus, and as a result, the
pharmacy benefit management segment was therefore ended. See further consideration in Note 12.

Each of the business segments total
revenues for the three months ended June 30, 2008 and 2007 are presented on the face of the statements of operations. The $72,780,487, of total assets as of June 30, 2008 were comprised of $21,656,199 attributable to corporate, $13,492,940
attributable to manufacturing, $21,477,995 attributable to distribution, and $16,153,353 attributable to pharmaceutical. The $69,014,994, of total assets as of March 31, 2008 were comprised of $16,079,021 attributable to corporate, $14,280,086
attributable to manufacturing, $22,803,336 attributable to distribution, and $15,852,551 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.

d. Certificate of Deposit

The certificate of deposit earns interest at a rate of 3.15% per annum, matures on October 6, 2008, and has been assigned as collateral for the $5 million note
payable to First Community Bank of America, due on October 6, 2008. See Note 9.

e. 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 collectibility, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

f. Inventories

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

g. 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). 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.

h. Intangible Assets

Intangible assets consist primarily of goodwill, loan costs, customer lists, a distributor agreement and intellectual property. Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangibles (SFAS 142) 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. SFAS 142



5



---

also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives, and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The unamortized balance of the intellectual property as of June 30, 2008 and March 31, 2008 was
$2,212,997 and $1,822,313, respectively. Based on the required analyses performed as of that annual test date, no impairment loss was required to be recorded for the fiscal year ended March 31, 2008.

For the three months ended June 30, 2008 and 2007, amortization expense associated with goodwill was $0. The unamortized balance of goodwill at
June 30, 2008 and March 31, 2008 was $13,425,493. No impairment loss was required to be recorded.

i. Impairment of Assets

In accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), 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. There have been no
impairment losses recorded.

j. Income Taxes

The Company utilizes the guidance provided by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Under the liability method specified by SFAS 109, 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.

k. 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
months ended June 30, 2008 and 2007 are as follows:



|                                                      |  |              |            |   |              |   |            |  
|----------------------------------------------------- |  | ------------ | ---------- | - | ------------ | - | ---------- | -
|                                                      |  | June 30,2008 |            |   | June 30,2007 |  
|                                                      |  | (Unaudited)  |            |   | (Unaudited)  |  
|Net income (loss) per share  basic:                  |  |              |            |   |              |   |            |  
|Net income (loss)                                     |  | $            | (2,766,160 | ) |              | $ | (1,143,707 | )
|                                                      |  |              |            |   |              |   |            |  
|Weighted average shares  basic                       |  |              | 14,692,521 |   |              |   | 10,644,325 |  
|                                                      |  |              |            |   |              |   |            |  
|Net income (loss) per share  basic                   |  | $            | (0.19      | ) |              | $ | (0.11      | )
|                                                      |  |              |            |   |              |   |            |  
|Net income (loss) per share  diluted:                |  |              |            |   |              |   |            |  
|Net income (loss)                                     |  | $            | (2,766,160 | ) |              | $ | (1,143,707 | )
|Preferred stock dividends                             |  |              |           |   |              |   |           |  
|                                                      |  |              |            |   |              |   |            |  
|                                                      |  | $            | (2,766,160 | ) |              | $ | (1,143,707 | )
|                                                      |  |              |            |   |              |   |            |  
|Weighted average shares  basic                       |  |              | 14,692,521 |   |              |   | 10,644,325 |  
|Effect of convertible instruments prior to conversion |  |              |           |   |              |   |           |  
|Effect of warrants prior to conversion                |  |              |           |   |              |   |           |  
|Effect of stock options                               |  |              |           |   |              |   |           |  
|                                                      |  |              |            |   |              |   |            |  
|Weighted average shares-diluted                       |  |              | 14,692,521 |   |              |   | 10,644,325 |  
|                                                      |  |              |            |   |              |   |            |  
|Net income (loss) per share  diluted                 |  | $            | (0.19      | ) |              | $ | (0.11      | )
|                                                      |  |              |            |   |              |   |            |  

For the three months ended June 30, 2008, 4,284,706 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 June 30, 2007, 3,213,530 shares issuable upon conversion of convertible instruments, warrants on 1,105,923 shares of common stock and 1,876,518 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.

l. 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 June 30, 2008 and March 31, 2008, as well as
the reported amounts of revenues and expenses for the three months ended June 30, 2008 and 2007. 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.

m. 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. At June 30, 2008, three customers, Spectrum
Group with 9%, Iovate with 7.4% and Intelligent Beauty with 6.9% of the total of consolidated trade accounts receivable, net. At March 31, 2008, five customers, Walgreens with 10.2%, General Nutrition Distribution with 8.9%, Spectrum Group with
8.5%, ITV Global, Inc. with 7.1% and Berkeley Premium Nutraceuticals with 5.5% of the total of consolidated trade accounts receivable, net.

For the three months ended June 30, 2008, two customers individually exceeded 5% of our total consolidated revenues which included DPS Nutrition Inc. for 7.4% and Jacks Distribution for 6.3%, in relation to total consolidated revenues
and for the three months ended June 30, 2007, four customers individually exceeded 5% of our total consolidated revenues which included Spectrum Group for 11.8%, General Nutrition Distribution for 9.2%, Jacks Distribution for 7% and CarePlus
Health for 30%, in relation to total consolidated revenues.

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



6



---

As of June 30, 2008 and March 31, 2008, the Company maintained cash balances in excess of
federally insured limits of $7,548,809 and $6,006,411, respectively, including the Companys certificate of deposit.

n. Revenue and Cost of Sales
Recognition

In accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
101), 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. For our distribution segment, any charge backs or other sales allowances immediately reduce the gross receivable with the corresponding reduction effected through increases in sales
allowances which directly reduce sales revenue. For our PBM segment, service revenues are recognized once the member service of completing and fulfilling delivery of the members prescription.

Cost of Sales is recognized for the manufacturing and distribution business segments 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. For the PBM segment, cost of sales is recognized based on actual costs incurred and are recognized as the related revenue is recognized.

Provisions for discounts and sales incentives to customers, and returns and other adjustments are provided for in the period the related sales are
recorded. Sales incentives to customers and returns have thus far been immaterial to the Company. All shipping and handling costs invoiced to customers are included in revenues.

Costs incurred by BOSS for shipping, handling and warehousing are included in selling, general and administrative expenses in the statements of
operations and were $462,607 for the three months ended June 30, 2008.

o. Advertising Costs

In accordance with Statement of Position No. 93-7, Reporting on Advertising Costs (SOP 93-7), 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 in the statements of operations and were $422,280 and $165,526 for the three months ended
June 30, 2008 and 2007, respectively.

For cooperative advertising allowances received from third party manufacturers and vendors, the
Company applies EITF Issue No. 02-16 Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. These allowances are included as a reduction in cost of goods sold and were $145,900 and zero for
the three months ended June 30, 2008 and 2007, respectively.

p. 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 the three months ended June 30, 2008 and 2007 were $650,952 and $426,154, respectively.

q. 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 is estimated using the discounted cash flow analyses, based on the Companys current incremental borrowing rates
for similar types of borrowing arrangements. At June 30, 2008 and March 31, 2008, the fair value of the Companys short-term and long-term obligations approximated their carrying value.

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.

r. Reclassifications

Certain reclassifications have been made to the financial statements as of March 31, 2008 and as of and for the three months ended June 30, 2007 to conform to the presentation as of and for the three months
ended June 30, 2008.

s. Stock-Based Compensation

Effective April 1, 2006, the Company was required to adopt Statement of Financial Accounting Standards No. 123R, Share-Based Payment (SFAS 123R) which replaces SFAS 123 and SFAS 148, and
supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). SFAS 123R 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. We will no longer be permitted to follow the previously-followed intrinsic value accounting method that APB No. 25 allowed which resulted in no expense being recorded for stock option grants where the exercise price was equal
to or greater than the fair market value of the underlying stock on the date of grant and further permitted disclosure-only pro forma compensation expense effects on net income. See further consideration in Note 11.

SFAS 123R now applies to all of our existing outstanding unvested 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.

NOTE 3  ACCOUNTS RECEIVABLE,
NET

Accounts receivable, net, consist of the following:



|                                          |  |              |           |   |               |   |           |  
|----------------------------------------- |  | ------------ | --------- | - | ------------- | - | --------- | -
|                                          |  | June 30,2008 |           |   | March 31,2008 |  
|                                          |  | (Unaudited)  |           |   | (Unaudited)   |  
|Trade accounts receivable                 |  | $            | 6,779,691 |   |               | $ | 8,265,656 |  
|Less allowance for uncollectible accounts |  |              | (562,239  | ) |               |   | (557,307  | )
|                                          |  |              |           |   |               |   |           |  
|                                          |  | $            | 6,217,452 |   |               | $ | 7,708,349 |  
|                                          |  |              |           |   |               |   |           |  



7



---

As of June 30, 2008, the total accounts receivable balance of $6,779,691 includes $3,603,371 related
to the Companys manufacturing segment, $2,910,979 related to the Companys distribution segment and $265,341 related to the Companys pharmaceutical segment. As of March 31, 2008, the total accounts receivable balance of
$8,265,656 includes $4,366,462 related to the Companys manufacturing segment, $3,606,559 related to the Companys distribution segment and $292,635 related to the Companys pharmaceutical segment.

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. For our distribution segment, any charge backs or other sales allowances immediately reduce the gross receivable with the corresponding reduction
effected through increases in sales allowances which directly reduce sales revenue.

NOTE 4  INVENTORIES, NET

Inventories, net, consist of the following:



|                                      |  |              |            |   |               |   |            |  
|------------------------------------- |  | ------------ | ---------- | - | ------------- | - | ---------- | -
|                                      |  | June 30,2008 |            |   | March 31,2008 |  
|                                      |  | (Unaudited)  |            |   | (Unaudited)   |  
|Processed raw materials and packaging |  | $            | 4,830,837  |   |               | $ | 5,461,487  |  
|Work in process                       |  |              | 545,588    |   |               |   | 602,258    |  
|Finished goods                        |  |              | 7,982,829  |   |               |   | 7,649,696  |  
|                                      |  |              |            |   |               |   |            |  
|                                      |  | $            | 13,359,254 |   |               | $ | 13,713,441 |  
|Less reserve for obsolescence         |  |              | (104,792   | ) |               |   | (98,617    | )
|                                      |  |              |            |   |               |   |            |  
|                                      |  | $            | 13,254,462 |   |               | $ | 13,614,824 |  
|                                      |  |              |            |   |               |   |            |  

As of June 30, 2008, the total inventory balance of $13,359,254 includes $5,659,335 related
to the Companys manufacturing segment, $5,858,860 related to the Companys distribution segment and $1,841,059 related to the Companys pharmaceutical segment. As of March 31, 2008, the total inventory balance of $13,713,441
includes $5,568,602 related to the Companys manufacturing segment, $6,415,783 related to the Companys distribution segment and $1,729,056 related to the Companys pharmaceutical segment.

NOTE 5  DEFERRED COMPENSATION

The deferred
compensation of $4,073,712 and $2,158,291 as of June 30, 2008 and March 31, 2008, respectively, relates to corporate and is amortized over its three-year life, the length of the common stock restriction. The deferred compensation asset
relates to shares of 3-year restricted common stock issued pursuant to the 2005-2007 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.
The asset was recorded based on the number of shares awarded and the discounted fair market value of the restricted stock the date of the award as based on an independent valuation and is amortized over its three-year life, the length of the
restriction. See further consideration in Note 11.

NOTE 6  INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:



|                                                              |  |              |           |   |               |   |           |  
|------------------------------------------------------------- |  | ------------ | --------- | - | ------------- | - | --------- | -
|                                                              |  | June 30,2008 |           |   | March 31,2008 |  
|                                                              |  | (Unaudited)  |           |   | (Unaudited)   |  
|Loan and lease costs                                          |  | $            | 2,384,291 |   |               | $ | 984,291   |  
|Intellectual property                                         |  |              | 2,212,997 |   |               |   | 1,822,313 |  
|Generic drug ANDAs                                            |  |              | 3,402,666 |   |               |   | 3,402,666 |  
|Patents, trademarks, customer lists and distributor agreement |  |              | 317,472   |   |               |   | 315,427   |  
|                                                              |  |              |           |   |               |   |           |  
|                                                              |  | $            | 8,317,426 |   |               | $ | 6,524,697 |  
|Less accumulated amortization                                 |  |              | (241,352  | ) |               |   | (91,743   | )
|                                                              |  |              |           |   |               |   |           |  
|                                                              |  | $            | 8,076,074 |   |               | $ | 6,432,954 |  
|                                                              |  |              |           |   |               |   |           |  

As of June 30, 2008, the loan and lease costs of $2,384,291
are related to corporate and all of which have an identifiable life and are amortized over that life. Of the $2,212,997 of intellectual property, $200,000 was attributable to the manufacturing segment, $1,293,042 was attributable to the distribution
segment with the balance of $719,955 being attributable to the pharmaceutical segment, all of which have no identifiable life and are therefore evaluated annually for impairment. The generic drug ANDAs relate to the pharmaceutical segment and do not
have an identifiable life and are therefore evaluated annually for impairment. Of the $317,472 of patents, trademarks, customer lists and distribution agreement, $31,121 relates to the manufacturing segment, $279,136 relates to the distribution
segment and $7,215 relates to the pharmaceutical segment.

As of March 31, 2008, the loan and lease costs of $984,291 are related to
corporate and all of which have an identifiable life and are amortized over that life. Of the $1,822,313 of intellectual property, $200,000 was attributable to the manufacturing segment, $1,200,396 was attributable to the distribution segment with
the balance of $421,917 being attributable to the pharmaceutical segment, all of which have no identifiable life and are therefore evaluated annually for impairment. The generic drug ANDAs relate to the pharmaceutical segment and do not have an
identifiable life and are therefore evaluated annually for impairment. Of the $315,427 of patents, trademarks, customer lists and distribution agreement, $31,121 relates to the manufacturing segment, $279,136 relates to the distribution segment and
$5,170 relates to the pharmaceutical segment.

As there is an indeterminant life as related to the intellectual property and the generic
drug ANDAs, these assets are analyzed each January 1 for impairment.



8



---

NOTE 7  INCOME TAXES

Income taxes for the three months ended June 30, 2008 and 2007 differ from the amounts computed by applying the effective income tax rates to income before income taxes as a result of the following:



|                                                                                            |  |              |            |   |              |   |           |  
|------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | - | --------- | -
|                                                                                            |  | June 30,2008 |            |   | June 30,2007 |  
|                                                                                            |  | (Unaudited)  |            |   | (Unaudited)  |  
|Computed tax expense (benefit) at the statutory rate (37.63%)                               |  | $            | (1,203,000 | ) |              | $ | (697,000  | )
|Increase (decrease) in taxes resulting from:                                                |  |              |            |   |              |   |           |  
|Effect of permanent differences:                                                            |  |              |            |   |              |   |           |  
|Non deductible                                                                              |  |              | 4,300      |   |              |   | 27,800    |  
|Other, net                                                                                  |  |              | (9,600     | ) |              |   | (138,400  | )
|Change in valuation allowance                                                               |  |              | 545,900    |   |              |   |          |  
|                                                                                            |  |              |            |   |              |   |           |  
|Income tax (benefit) expense                                                                |  | $            | (662,400   | ) |              | $ | (807,600  | )
|                                                                                            |  |              |            |   |              |   |           |  
|Temporary differences that give rise to deferred tax assets and liabilities are as follows: |  |              |            |   |              |   |           |  
|Deferred tax assets:                                                                        |  |              |            |   |              |   |           |  
|Bad debts                                                                                   |  | $            | 289,900    |   |              | $ | 99,300    |  
|Inventories                                                                                 |  |              | 39,400     |   |              |   | 18,700    |  
|Accrued vacation                                                                            |  |              | 87,000     |   |              |   | 39,500    |  
|Deposits                                                                                    |  |              | 139,300    |   |              |   | 133,300   |  
|Deferred rent                                                                               |  |              | 163,400    |   |              |   | 163,400   |  
|Net operating loss carryforwards                                                            |  |              | 5,148,400  |   |              |   | 871,600   |  
|Stock option cancellation and restricted stock                                              |  |              | 926,800    |   |              |   | 520,000   |  
|                                                                                            |  |              |            |   |              |   |           |  
|                                                                                            |  | $            | 6,794,200  |   |              | $ | 1,845,800 |  
|Valuation allowance                                                                         |  |              | (2,603,900 | ) |              |   | (208,700  | )
|                                                                                            |  |              |            |   |              |   |           |  
|Deferred tax asset                                                                          |  | $            | 4,190,300  |   |              | $ | 1,637,100 |  
|                                                                                            |  |              |            |   |              |   |           |  
|Deferred tax liabilities:                                                                   |  |              |            |   |              |   |           |  
|Fixed asset basis differences                                                               |  | $            | (213,800   | ) |              | $ | (197,800  | )
|Inventory capitalization                                                                    |  |              | (125,100   | ) |              |   | (55,100   | )
|                                                                                            |  |              |            |   |              |   |           |  
|                                                                                            |  |              | (338,900   | ) |              | $ | (252,900  | )
|                                                                                            |  |              |            |   |              |   |           |  
|Net deferred tax asset (liability) recorded                                                 |  | $            | 3,851,400  |   |              | $ | 1,384,200 |  
|                                                                                            |  |              |            |   |              |   |           |  

At June 30, 2008 and 2007, the Company has a net operating loss carryforward of approximately
$13,682,000 and $2,316,000, respectively, to offset future taxable income. The tax net operating loss carryforwards begin to expire in 2021.

The Company adopted Financial Standards Board Interpretation No. 48, Accounting for Income Taxes (FIN 48). As a result of the adoption of FIN 48, the Company has not recognized a material adjustment in the liability for
unrecognized tax benefits and has not recorded any provision for penalties or interest related to uncertain tax positions.

NOTE 8  CREDIT LINE
PAYABLE

On October 12, 2007, BOSS issued a revolving Promissory Note (Note) to Wachovia Bank, National Association
(Wachovia), in the amount of $4 million or such sum as may be advanced and outstanding from time to time. Interest shall accrue on the unpaid principal balance and varies based on the LIBOR Market Index Rate plus 1.75%, for any day. The
note is due and payable in consecutive monthly payments of accrued interest only, commencing on November 20, 2007, and continuing on the same day of each month thereafter until fully paid. In any event, all principal and accrued interest shall
be due and payable on August 31, 2008. The principal balance on the note was $2,829,000 and $2,606,000, on June 30, 2008 and March 31, 2008, respectively.

On April 25, 2008, the Company entered into a Modification Number 001 To Loan Agreement and a Modification Number 001 To Promissory Note with Wachovia, whereby the amount of the October 12, 2007 revolving
Note to Wachovia was reduced from $4 million to $2.5 million, or such sum as may be advanced and outstanding from time to time, and a promissory note of $750,000, maturing on August 31, 2008. In addition, the rate of interest was modified whereby
interest shall accrue on the unpaid principal balance and varies based on the LIBOR Market Index Rate plus 3.15%, for any day. Certain terms of the loan were modified including the financial covenant in regards to the liquidity ratio.

NOTE 9  NOTES PAYABLE (SHORT-TERM)

On April 6, 2008, the Company entered into a Change In Terms Agreement with First Community Bank of America (FCB), whereby the $3,500,000 promissory note issued to FCB on
October 1, 2007 was modified and consolidated with the $500,000 promissory note issued to FCB on December 20, 2007 and the $1,000,000 promissory note issued to FCB on January 18, 2008. In accordance with the modified terms, interest
on the note is payable monthly in arrears, commencing May 6, 2008, at the rate of 5.15% per annum, with the entire principal payment of $5,000,000 plus interest being due on October 6, 2008. In connection with the promissory note, the
Company assigned, as collateral security for the note, a certificate of deposit account with FCB in the approximate balance of $6,246,771 as of January 18, 2008, including interest thereon.

Of the $5,058,469 of short-term obligations outstanding as of June 30, 2008, $5,026,159 related to corporate, $22,936 related to manufacturing and
$9,374 related to distribution. Of the $5,099,490 of short-term obligations outstanding as of March 31, 2008, $5,026,159 related to corporate, $36,239 related to manufacturing and $37,092 related to distribution.

NOTE 10  CONVERTIBLE DEBT

On April 5,
2007, GeoPharma, Inc. entered into a Note Purchase Agreement, Securities (Common Stock) Purchase Agreement, Convertible Promissory Note, Warrant, and two related Registration Rights Agreements with Whitebox Pharmaceutical Growth Fund, Ltd.
(Whitebox). In connection with the Whitebox financing, the Company paid a fee to Rodman & Renshaw, LLC equal to $750,000 in cash and a warrant to purchase up to 143,403 shares of the Companys common stock at an exercise
price of $5.23. The transactions contemplated by such agreements were consummated on April 5, 2007, at which time the Company issued the following securities to Whitebox for the following consideration:



| |  |  | 573,395 shares of common stock, $.01 par value (the Common Stock), at a sales price of $4.36 per share (the Common Stock Purchase Price),
for a total of $2,500,000;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A Convertible Promissory Note (the Note), with maturity date of April 5, 2013, in the original principal amount of $10,000,000, which amount is
convertible into up to 2,293,578 shares of Common Stock at a price of $4.36 per share, subject to certain adjustments as set forth in the Note (the Conversion Price); and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A Warrant to purchase up to 400,000 shares of Common Stock at an exercise of $5.23 per share, subject to certain adjustments as set forth in the Warrant, with a
termination date of April 5, 2014.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Note accrues interest at the rate of 8% per annum, payable on a
quarterly basis on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2007. Until April 5, 2009, interest is payable by adding the accrued interest to the principal amount of the Note.
Following April 5, 2009, interest is payable on each quarterly interest payment date as follows: (i) if funds are legally available for the payment of interest and the Equity Conditions (as defined in the Note and



9



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summarized below) have not been met, in cash; (ii) if funds are legally available for the payment of interest and the Equity Conditions have been met,
at the sole election of the Company, in cash or shares of Common Stock, which shall be valued solely for such purpose at 95% of the average of the VWAP (as defined below) for the 5 trading days immediately prior to such interest payment date;
(iii) if funds are not legally available for the payment of interest and the Equity Conditions have been met, in shares of Common Stock which shall be valued at 95% of the average of the VWAP for the 5 trading days immediately prior to such
interest payment date; (iv) if funds are not legally available for the payment of interest and the Equity Conditions have been waived by Whitebox, in shares of Common Stock which shall be valued at 95% of the average of the VWAP for the 5
trading days immediately prior to the interest payment date; and (v) if funds are not legally available for the payment of interest and the Equity Conditions have not been met, then, at the election of Whitebox, such interest payment shall
accrue to the next interest payment date or shall be accreted to the outstanding accreted principal amount.

Notwithstanding anything else
to the contrary, in the event that (i) the Companys earnings before interest, income taxes, depreciation, amortization and stock expense, as reported on the Companys most recent Form 10-Q or Form 10-K (as applicable) is less than
$1,250,000 for such quarter, or (ii) the Companys earnings before interest, income taxes, depreciation, amortization and stock expense for the trailing four quarters is less than $4,000,000 in the aggregate, or (iii) an event or
condition that would constitute a Material Adverse Effect (as such term is defined in the Note Purchase Agreement) for the Company shall have occurred, or (iv) the Company shall not have filed its latest Form 10-Q or Form 10-K within the
timeframe required by the SEC and the rules and regulations set forth in the Exchange Act, Whitebox shall have the option, in its sole discretion, to require that any interest, for the next subsequent quarterly payment period, be paid in cash. The
Company filed Form 8-K on April 10, 2007.

On April 24, 2008, the Company and Whitebox entered into an Amended and Restated
Note Purchase Agreement (the Restated Note Purchase Agreement), Amended and Restated Convertible Promissory Note (the Restated Note), and Amended and Restated Registration Rights Agreement (the Restated Registration
Rights Agreement and collectively with the Restated Note Purchase Agreement and Restated Note, the Restated Agreements), all of which collectively serve to amend and restate the Original Note, Original Note
Purchase Agreement and the Original Registration Rights Agreements. The material amendments contained in the Restated Agreements include the following:



| |  |  | The Additional Notes contemplated by the Original Note Purchase Agreement have been eliminated and replaced by adding the principal amount of the Additional Notes
($5,000,000) to the Restated Note, thus increasing the total principal amount of the Restated Note to $15,000,000.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The terms and conditions necessary to satisfy the issuance of the Subsequent Notes contemplated by the Original Note Purchase Agreement have been modified so that
Whitebox is now required to make such loan upon the Companys acquisition of the real estate related to its Beta-Lactam facility (which it currently leases) in Baltimore, Maryland and the satisfaction or waiver of certain other closing
conditions related thereto.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All interest that had accrued on the Original Note from its original issue date (April 5, 2007) through April 24, 2008, in the amount of $865,058, has been
converted by Whitebox into a total of 389,666 shares of the Companys Common Stock in full satisfaction of such accrued interest.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The interest rate on the Restated Note from and after April 24, 2008 has been increased to 12%, but all of such interest may now be paid, at the option of the
Company in shares of common stock of the Company valued at 95% of the volume weighted average market price of the shares during the 5 trading days immediately preceding the payment of interest, provided that certain Equity Conditions (as
defined in the Restated Note) have been satisfied. If the Company does not meet the Equity Conditions, and if funds are legally available for the payment of interest, then the Company must pay such interest in cash.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All requirements that the Company meet certain minimum EBITDA targets have been deleted and replaced by a requirement
that the Companys Current Assets (defined as the sum of (w) 100% of the Companys cash, plus (x) 100% of the Companys net accounts receivables plus (y) 50% of the Companys net inventory plus (z) 30% of the
Companys net property, plant and equipment) exceeds the Companys Total Debt (defined as indebtedness of the Company and its subsidiaries (x) to Whitebox, (y) under the $4,000,000 revolving promissory note with Wachovia Bank,
National Association and (z) under the $5,000,000 promissory note with First Community Bank of America.) If the Company fails to satisfy the foregoing Current Assets Test as of the required date for filing any Form 10-K or Form 10-Q, as
applicable (the Current Assets Test Measurement Date), Whitebox may require the Company to redeem up to $2,000,000 of the principal amount of the Restated Note as of such Current Assets Test Measurement Date. In addition, if the
Companys Total Debt exceeds the Companys Current Assets by more than $2,000,000 as of the Current Assets Test Measurement Date, such shortfall will constitute an Event of Default under the Restated Note, in which case the entire
outstanding principal amount (including any Accreted Principal or Make-Whole Amounts (as defined by the Restated Note)) under the Restated Note will be due and payable on the 30thday after the occurrence of such default if the Company is unable to cure such default within such thirty (30) day period.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The provision of the Original Note Purchase Agreement that allowed Whitebox to put 1/10th of the outstanding principal amount of the Original Note
(including any accreted interest) to the Company at par if (A) the sum of the Companys (i) net accounts receivable, plus (ii) cash and cash equivalents, plus (iii) marketable securities at the end of any quarterly
period were less than $7,000,000, or (B) the Companys revenues were less than $5,000,000 for the most recently reported quarterly period, has been deleted.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company agreed to register all of the shares issuable pursuant to the Restated Note (whether as a result of a conversion or otherwise) to the extent permitted
by the SEC in accordance with its rules and regulations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In connection with the foregoing Restated Agreements,
(a) Jugal K. Taneja (the Companys Chairman of the Board) and certain other purchasers agreed to purchase from Whitebox 373,000 shares of the Companys common stock, and 260,384 accompanying warrants, issued to Whitebox in connection
with the Original Note Purchase Agreement, at a price of $2.22 per share, on or prior to May 7, 2008, and (b) the Company paid to Whitebox a $1,400,000 financing fee in cash.

The offering and sale of the Restated Note (as well as the Original Note and the shares issuable to Whitebox pursuant thereto) were deemed to be exempt
under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offering and sale were made only to one accredited investor, and
transfer of the securities has been restricted in accordance with the requirements of the Securities Act of 1933. The Company received written representations from Whitebox regarding, among other things, its accredited-investor status and investment
intent.

NOTE 11  SHAREHOLDERS EQUITY

During June 2008, the Compensation Committee of the Companys Board of Directors, with the approval of the Companys Board of Directors, awarded the Companys management a total of 1,532,256 shares of
3-year restricted Company common stock pursuant to the 2005-2007 Compensation Incentive Plan. As a result, the Company recorded a deferred compensation asset of approximately $2,221,771, which is being amortized over 36 months to stock compensation
expense within selling, general and administrative expenses on the Companys statements of operations. See further consideration in Note 5.



10



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NOTE 12  DISCONTINUED OPERATIONS

As presented on the face of the statement of operations under Discontinued operations, effective May 15, 2007, the Company mutually
terminated its Pharmacy Benefit Management and Services Agreement (the Agreement). Under the Agreement, the Company previously managed AmeriGroups (formerly known as CarePlus) health care plan members and administrated the
members related pharmacy claims. No amounts were due from or due to AmeriGroup and therefore, the business segment will not continue.

NOTE 13
 LITIGATION

On September 29, 2006, Schering Corporation
(Schering) filed an action in the United States District Court for the District of New Jersey, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc. (along with nineteen other defendants) alleging that the filing of Belcher
Pharmaceuticals Abbreviated New Drug Application (ANDA) for 5 mg Desloratadine Tablets, AB-rated to Clarinex ® , infringed U.S. Patent No. 6,100,274 (the
274 patent) Case No. 3:06-cv-04715-MLC-TJB. On November 8, 2006, Belcher filed a motion to dismiss in the New Jersey case for lack of jurisdiction. On October 5, 2006 Schering filed an action in the United States District
Court for the Middle District of Florida, Tampa Division, Case No. 8:06-cv-01843-SCB-EAJ, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc. alleging that the filing of Belcher Pharmaceuticals ANDA for 5 mg Desloratadine Tablets,
AB-rated to Clarinex ® , infringed the 274 patent. On February 14, 2008 Belcher and Schering entered into a stipulation to withdraw the motion to dismiss the New Jersey action
and to consolidate the New Jersey and Florida actions.

On February 20, 2008,
Sepracor Inc. and University of Massachusetts (Sepracor) filed an action in the United States District Court for the District of New Jersey, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc. alleging that the filing of Belcher
Pharmaceuticals ANDA for 5 mg Desloratadine Tablets, AB-rated to Clarinex ® , infringed U.S. Patent No. 7,214,683 (the 683 patent) and U.S. Patent
No. 7,214,684 (the 684 patent) Case No. 3:08-cv-00945-MLC-TJB.

Company management and Belcher disputes
Scherings claims in the two actions and believes its proposed desloratadine product does not infringe any valid claim of the 274 patent. Company management and Belcher also disputes Sepracors claims and believes its proposed
desloratadine product does not infringe any valid claim of the 683 patent or the 684 patent. The possible outcome cannot be determined at this time.

During September 2006, the Company, through its 51% owned subsidiary, American Antibiotics, LLC, filed in the Circuit Court for Anne Arundel County, Maryland, Case No. C-06-117230, naming defendents Consolidated
Pharmaceutical Group (CPG), the directors of CPG and two other individuals acting on behalf of CPG (collectively the Defendents). The litigation arises from and relates to agreements entered into between American Antibiotics
and CPG for the purchase by American Antibiotics all of CPGs rights, title and interest in various pharmaceutical Abbreviated New Drug Applications (ANDAs) and for the Baltimore Maryland facility lease (the Lease). The
Suit brought by the Company alleges that the Defendents breached the ANDA agreement with certain misrepresentations and by failing to perform all the required improvements and modifications to the Baltimore, Maryland facility. Consolidated with
American Antibiotics lawsuit is a separate action file against it by CPG, alleging that American Antibiotics has failed to pay rent that is due and owing under the Lease. Both cases have been stayed pending the outcome of settlement
discussions, which are ongoing between the parties.

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.

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 June 30, 2008 and March 31, 2008 should have a material adverse impact on its financial condition or results of operations.



11



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|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 cosmeticeuticals, 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 that include DEX-C20 and Hoodia DEX-L10 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,
depreciation and amortization, stock compensation, insurance expenses, rents, legal and accounting costs, sales and marketing and other indirect operating costs.

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. For the three months ended June 30, 2008 and 2007, interest expense, net, was further reduced by interest expense incurred that was capitalizable based on pharmaceutical leasehold construction
projects in process.

Effective May 15, 2007, we discontinued our pharmacy benefit management operations, due to our mutual
termination of our PBM contract with Amerigroup, formerly known as CarePlus Health. Therefore, after the contract termination date, we have not received or recorded PBM segment revenues or incurred or recorded related PBM contract expenses. We did
not incur contract termination or any related exit costs associated with this contract termination.

For the three months ended
June 30, 2007, the following amounts, which are included in our consolidated statement of operations for the three months ended June 30, 2007, as discontinued operations, were attributable to our PBM segment:



| |  |  | PBM segment revenue of approximately $2.9 million;
| | - |  | --------------------------------------------------



| |  |  | PBM segment gross profit of approximately $20,900;
| | - |  | --------------------------------------------------



| |  |  | PBM segment selling, general and administrative expenses of approximately $20,800; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | PBM segment exit income of approximately $8,300.
| | - |  | ------------------------------------------------

Effective October 16, 2007, we acquired 100% of the common stock of BOSS, a Florida corporation. BOSS develops, markets and distributes a wide variety of sports nutrition products, performance drinks,
non-prescription dietary supplements, health and beauty care products, health food and nutritional products, soft goods and other related products. The transaction was accounted for as a purchase. The results of operations of BOSS and its
subsidiaries have been included in our results of operations in our statement of operations, since the effective date of acquisition, October 16, 2007, as part of our distribution segment.

The unaudited pro forma effect of the acquisition of BOSS on our revenues, net income (loss) and net income (loss) per share, had the acquisition
occurred on April 1, 2007, is as follows:





|                                |  |                                |            |  
|------------------------------- |  | ------------------------------ | ---------- | -
|                                |  | Three MonthsEndedJune 30, 2007 |           
|Revenues                        |  | $                              | 22,142,469 |  
|Net income (loss)               |  | $                              | (2,252,706 | )
|Basic income (loss) per share   |  | $                              | (0.17      | )
|Diluted income (loss) per share |  | $                              | (0.17      | )

For the period from April 1, 2008 through June 30, 2008, the following amounts, which
are included in our consolidated statement of operations for the three months ended June 30, 2008, were attributable to BOSS:



| |  |  | Distribution revenue of approximately $11.8 million;
| | - |  | ----------------------------------------------------



| |  |  | Distribution gross profit of approximately $2.2 million;
| | - |  | --------------------------------------------------------



| |  |  | Selling, general and administrative expenses of approximately $2.1 million;
| | - |  | ---------------------------------------------------------------------------



| |  |  | Depreciation and amortization expense of approximately $46,300;
| | - |  | ---------------------------------------------------------------



| |  |  | Interest income (expense), net of approximately $(35,700); and
| | - |  | --------------------------------------------------------------



| |  |  | Other income (expense), net of approximately $2,400.
| | - |  | ----------------------------------------------------

The impact of the results of operations of BOSS, from April 1, 2008 through June 30, 2008, on our consolidated net loss for the three months ended June 30, 2008, was net income of approximately $70,300.



12



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Results of Operations

The table and the comparative analysis below for results of operations of the three months ended June 30, 2008, as compared to the three months ended June 30, 2007, excludes (1) the results of
operations of BOSS, acquired by us effective October 16, 2007 and (2) the results of operations of our discontinued operations, the PBM segment, effective May 15, 2007.

The following table sets forth selected unaudited consolidated statements of operations data as a percentage of revenues for the periods indicated.



|                                                                             |  |                            |    |  |       |   
|---------------------------------------------------------------------------- |  | -------------------------- | -- |  | ----- | --
|                                                                             |  | Three Months EndedJune 30, |   
|                                                                             |  | 2008                       |    |  | 2007  |   
|Revenues                                                                     |  | 100.0                      | %  |  | 100.0 | % 
|Cost of goods sold (excluding depreciation and amortization)                 |  | 81.4                       | %  |  | 77.8  | % 
|                                                                             |  |                            |    |  |       |   
|Gross profit                                                                 |  | 18.6                       | %  |  | 22.2  | % 
|Depreciation and amortization                                                |  | 7.6                        | %  |  | 5.3   | % 
|Stock compensation expense                                                   |  | 3.7                        | %  |  | 2.3   | % 
|Selling, general and administrative expenses                                 |  | 45.3                       | %  |  | 42.2  | % 
|Other income (expense), net                                                  |  | (5.1                       | )% |  | (2.8  | )%
|Income (loss) before minority interest, income taxes and preferred dividends |  | (43.1                      | )% |  | (30.5 | )%
|Minority interest benefit                                                    |  | 2.4                        | %  |  | 3.3   | % 
|Income tax benefit (expense)                                                 |  | 8.1                        | %  |  | 11.8  | % 
|Preferred stock dividends                                                    |  | 1.8                        | %  |  | 1.6   | % 
|                                                                             |  |                            |    |  |       |   
|Net income (loss)                                                            |  | (34.5                      | )% |  | (16.9 | )%
|                                                                             |  |                            |    |  |       |   

Three Months Ended June 30, 2008, Compared to Three Months Ended June 30, 2007

Our analysis of the three months ended June 30, 2008, as compared to the three months ended June 30, 2007, excludes the results of operations
of BOSS, acquired October 16, 2007, and our PBM segment, discontinued on May 15, 2007.

Revenues

Our total revenues increased approximately $1.4 million, or 20.7%, to approximately $8.2 million for the three months ended June 30, 2008, from
approximately $6.8 million for the three months ended June 30, 2007.

Manufacturing revenues increased approximately $1.3 million, or
27.4%, to approximately $6.3 million for the three months ended June 30, 2008, as compared to approximately $4.9 million for the three months ended June 30, 2007. During the three months ended June 30, 2008, our contract manufacturing
customer base increased, as well as sales to existing customers, as partially offset by temporary economic influences surrounding increased fuel costs and resin prices. Manufacturing capacities and capabilities continue to be increased as we
continue to enhance our existing core manufacturing equipment and standard operating procedures. As we expect customer advertising and period-sensitive promotions to continue to increase, we expect to have increases in the number and size of orders.

Distribution revenues decreased approximately $22,400, or 1.2%, to approximately $1.8 million for the three months ended June 30,
2008, as compared to approximately $1.9 million for the three months ended June 30, 2007. Overall, sales prices vary for all product lines dependent upon a customers individual as well as aggregate purchase volumes in addition to the
number of distribution points of sale and advertising dollars projected to be spent. For the three months ended June 30, 2008, 4,104 cases of Hoodia DEX-L10 were sold versus 2,890 cases sold for the three months ended June 30, 2007, based
on new mass chain store introductions, as partially offset by increased competition at the mass retail chain level where the majority of the product is sold. In addition, during March 2007, we had introduced a new product line DEX-C20, of which
10,181 cases were sold during the three months ended June 30, 2008 versus 81 cases sold during the three months ended June 30, 2007.

Pharmaceutical revenues increased approximately $83,200, or 202%, to approximately $124,400 for
the three months ended June 30, 2008, as compared to approximately $41,200 in sales for this business segment for the three months ended June 30, 2007. During the three months ended June 30, 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. Of the total pharmaceutical revenues for the three months ended June 30, 2008, sales were comprised of 32 cases of 25 mg, 187 cases of 75 mg and 56 cases of 100 mg of Carprofen.

Gross Profit

Our total gross profit increased approximately $20,100 or 1.3%, to approximately $1.5 million for the three months ended June 30, 2008, as compared to approximately $1.5 million for the
three months ended June 30, 2007. Total gross margins decreased to 18.6% for the three months ended June 30, 2008 from 22.2% for the three months ended June 30, 2007.

Manufacturing gross profit increased approximately $129,000, or 8.8%, to approximately $1.6 million for the three months ended June 30, 2008, as
compared to approximately $1.5 million for the three months ended June 30, 2007. For the three months ended June 30, 2008 manufacturing gross margin decreased to 25.4%, from 29.7% for the three months ended June 30, 2007. Although
sales and gross profits have increased, gross margins have decreased during the three months ended June 30, 2008 as compared to the three months ended June 30, 2007, due to higher costs with increases in freight charges due to increased
fuel costs, increases in resin and plastic-based packaging component costs, as well as increased labor costs. Current increases in this type of labor-based direct overhead costs are 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 new and expanded business for the upcoming fiscal year.

Distribution gross profits decreased approximately $89,000, or 10.6%, to approximately $751,600 for the three months ended June 30,
2008, as compared to approximately $840,600 for the three months ended June 30, 2007. Distribution gross margins decreased to 41% for the three months ended June 30, 2008, as compared to 45.3% for the three months ended June 30, 2007.
Gross profits and gross margins have declined based on increased competition which caused additional short-term price concessions and a change in the chain store sales mix. In addition, gross margins can vary in a given quarter based on sales
promotions and advertising efforts.

Pharmaceutical gross profits decreased
approximately $20,000, or 2.5%, to a gross profit deficit of approximately $811,400 for the three months ended June 30, 2008, as compared to approximately $791,400 in gross profit deficit for this business segment for the three months ended
June 30, 2007. This was based primarily on the Cephalasporin and Beta-Lactam facilities that have no revenue streams but have costs associated with overall research and product development, and production and laboratory direct labor costs. The
Largo, Florida generic drug plant has commenced initial manufacturing and began shipping Vetprofen, its branded generic Carprofen, during the
fourth fiscal quarter ended March 31, 2008, which has assisted in offsetting some of the costs associated with other research and product development, production and laboratory direct costs related to the pharmaceutical segment. The Largo,
Florida Cephalasporin and generic drug plants incurred approximately $784,700 of costs with the Baltimore, Maryland Beta-Lactam facility having incurred approximately $151,100 of costs with revenue offsets of



13



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approximately $124,400. The drug revenues derived were generated from our generic drug plant in Largo, Florida. We are awaiting FDA facility approval of both
the Baltimore, Maryland Beta-Lactam and the Largo, Florida Cephalosporin drug facility plants and we estimate and anticipate that we will begin to derive revenues during the third or fourth quarter of the fiscal year ending March 31, 2009.

Selling, General and Administrative Expenses

Selling, general and administrative (SGA) 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 depreciation and amortization expenses. Selling,
general and administrative expenses, inclusive of stock compensation and depreciation and amortization expenses, increased approximately $1.3 million, or 37.2%, to approximately $4.7 million for the three months ended June 30, 2008, as compared
to approximately $3.4 million for the three months ended June 30, 2007. An increase of approximately $125,000 was due to the increase in purchased depreciable assets related to generic drug, cosmeceutical and nutraceutical manufacturing;
approximately $47,000 in additional advertising and promotional expenses associated with promoting our distribution segment and related branded product lines, including Hoodia DEX-L10 and DEX-C20; approximately $112,000 in increased accounting costs
associated with the initial implementation of Sarbanes-Oxley compliance; $60,000 of bad debt expense; officer and employee salaries have increased approximately $252,000 in total based on increases in the number of personnel in addition to merit
increases and bonuses received, and the related increase in payroll taxes was approximately $56,000; approximately $85,000 increase in utilities; approximately $136,000 increase in legal; approximately $44,000 increase in licenses and permits; and
approximately $150,000 increase in the stock compensation expense directly related to the issuance of 3-year restricted stock awards; all of which were partially offset by a decrease of approximately $43,000 in director fees. As a percentage of
sales, selling, general and administrative expenses increased to 56.6% for the three months ended June 30, 2008, from 49.8% for the three months ended June 30, 2007.

Operating Income (Loss)

Operating loss was approximately $3.1 million, or 38% of revenues for the
three months ended June 30, 2008, compared to an operating loss of approximately $1.9 million, or 27.6% of revenues for the three months ended June 30, 2007.

Other Income (Expense), Net

Other income (expense), net was approximately $(421,500) for the three
months ended June 30, 2008, compared to approximately $(192,500) for the three months ended June 30, 2007. Interest income (expense), net, was approximately $(423,600) for the three months ended June 30, 2008, compared to
approximately $(202,900) for the three months ended June 30, 2007. 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
fiscal 2008, and was partially offset by interest capitalized on our generic pharmaceutical leasehold construction. For the three months ended June 30, 2008, other income (expense), net, of approximately $2,100, primarily consisted of recycling
income. For the three months ended June 30, 2007, other income (expense), net, of approximately $10,400, primarily consisted of recycling income and customer deposits that were forfeited.

Income Tax Benefit (Expense)

For the three months
ended June 30, 2008, we had recorded approximately $663,200 of income tax benefit as compared to approximately $807,600 of income tax benefit for the three months ended June 30, 2007. The 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 SFAS No. 109, Accounting for Income Taxes, we have evaluated whether it is more likely than not that the deferred tax asset will be realized. Based on available evidence, we have concluded that
it is more likely than not that the increase in the asset will be realized by carrying back approximately $3.5 million of the operating loss and by carrying forward the remainder of the loss to future periods through the expiration dates of the
operating loss carryforwards beginning 2021 and ending 2028.

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 months ended
June 30, 2008 and 2007. 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 that there is a decline in general economic and industry conditions and believe that such decline has had a negative effect, that we are unable to quantify, on our operations and
our financial condition as of and for the three months ended June 30, 2008 and 2007. Should there be a continued material deterioration of general economic or industry conditions, our results of operations could further be impacted in any given
quarter.

Financial Condition, Liquidity and Capital Resources

We had approximately $2 million of cash and cash equivalents as of June 30, 2008, an increase from approximately $523,800 as of March 31, 2008. Working capital, the excess of current assets over current
liabilities, inclusive of current portion of long-term obligations, increased to approximately $3.2 million as of June 30, 2008, compared with approximately $1.2 million as of March 31, 2008. As of June 30, 2008 and March 31,
2008, our liquidity is affected by our certificate of deposit of approximately $6.1 million and $6 million, respectively, which is included in current assets and which is pledged as collateral for our short-term obligation to First Community Bank of
America.

We have financed our operations and growth primarily through cash flows 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 2007 $10 million 6% convertible preferred stock private placement together
with $2.5 million issuance of common stock and a March 2004 $5 million convertible preferred stock.

On April 5, 2007, we closed on
$12.5 million financing with Whitebox Pharmaceutical Growth Fund, Ltd. (Whitebox), comprised of 8%, 6 year Convertible Debt together with $2.5 million of our $0.01 par value common stock together with 400,000 warrants as related to the
$2.5 million in common stock. The $10 million of debt is convertible into our common stock at $4.36 with the 400,000 warrants convertible into our common stock at $5.23.

The Company and Whitebox entered into two registration rights agreements dated April 5, 2007, one related to 573,395 shares of common stock of the Company owned by Whitebox and the other related to the shares of
common stock of the Company issuable upon conversion, or as payment of interest and principal with regard to, the $10,000,000 8% Secured Convertible Promissory Note dated April 5, 2007. In compliance with the foregoing, the Company filed a
registration statement (file no. 333-142369) with the Securities and Exchange Commission (the SEC) and caused it to become effective on December 7, 2007, pursuant to which the Company registered 1,931,395 shares, consisting of the
573,395 shares owned by Whitebox, up to 1,214,597 shares issuable upon the conversion of the note, up to 143,403 shares issuable upon the exercise of warrants owned by Rodman & Renshaw.

On April 24, 2008, the Company and Whitebox Pharmaceutical Growth Fund, Ltd. (Whitebox) entered into an Amended and Restated Note
Purchase Agreement (the Restated Note Purchase Agreement), Amended and Restated Convertible Promissory Note (the Restated Note), and Amended and Restated



14



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Registration Rights Agreement (the Restated Registration Rights Agreement and collectively with the Restated Note Purchase Agreement and
Restated Note, the Restated Agreements), all of which collectively serve to amend and restate the Original Note, Original Note Purchase Agreement and the Original Registration Rights Agreements. The material amendments
contained in the Restated Agreements include the following:



| |  |  | The Additional Notes contemplated by the Original Note Purchase Agreement have been eliminated and replaced by adding the principal amount of the Additional Notes
($5,000,000) to the Restated Note, thus increasing the total principal amount of the Restated Note to $15,000,000.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The terms and conditions necessary to satisfy the issuance of the Subsequent Notes contemplated by the Original Note Purchase Agreement have been modified so that
Whitebox is now required to make such loan upon the Companys acquisition of the real estate related to its Beta-Lactam facility (which it currently leases) in Baltimore, Maryland and the satisfaction or waiver of certain other closing
conditions related thereto.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All interest that had accrued on the Original Note from its original issue date (April 5, 2007) through April 24, 2008, in the amount of $865,058, has been
converted by Whitebox into a total of 389,666 shares of the Companys Common Stock in full satisfaction of such accrued interest.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The interest rate on the Restated Note from and after April 24, 2008 has been increased to 12%, but all of such interest may now be paid, at the option of the
Company in shares of common stock of the Company valued at 95% of the volume weighted average market price of the shares during the 5 trading days immediately preceding the payment of interest, provided that certain Equity Conditions (as
defined in the Restated Note) have been satisfied. If the Company does not meet the Equity Conditions, and if funds are legally available for the payment of interest, then the Company must pay such interest in cash.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All requirements that the Company meet certain minimum EBITDA targets have been deleted and replaced by a requirement
that the Companys Current Assets (defined as the sum of (w) 100% of the Companys cash, plus (x) 100% of the Companys net accounts receivables plus (y) 50% of the Companys net inventory plus (z) 30% of the
Companys net property, plant and equipment) exceeds the Companys Total Debt (defined as indebtedness of the Company and its subsidiaries (x) to Whitebox, (y) under the $4,000,000 revolving promissory note with Wachovia Bank,
National Association and (z) under the $5,000,000 promissory note with First Community Bank of America.) If the Company fails to satisfy the foregoing Current Assets Test as of the required date for filing any Form 10-K or Form 10-Q, as
applicable (the Current Assets Test Measurement Date), Whitebox may require the Company to redeem up to $2,000,000 of the principal amount of the Restated Note as of such Current Assets Test Measurement Date. In addition, if the
Companys Total Debt exceeds the Companys Current Assets by more than $2,000,000 as of the Current Assets Test Measurement Date, such shortfall will constitute an Event of Default under the Restated Note, in which case the entire
outstanding principal amount (including any Accreted Principal or Make-Whole Amounts (as defined by the Restated Note)) under the Restated Note will be due and payable on the 30thday after the occurrence of such default if the Company is unable to cure such default within such thirty (30) day period.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The provision of the Original Note Purchase Agreement that allowed Whitebox to put 1/10th of the outstanding principal amount of the Original Note
(including any accreted interest) to the Company at par if (A) the sum of the Companys (i) net accounts receivable, plus (ii) cash and cash equivalents, plus (iii) marketable securities at the end of any quarterly
period were less than $7,000,000, or (B) the Companys revenues were less than $5,000,000 for the most recently reported quarterly period, has been deleted.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company agreed to register all of the shares issuable pursuant to the Restated Note (whether as a result of a conversion or otherwise) to the extent permitted
by the SEC in accordance with its rules and regulations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company paid to Whitebox a $1,400,000 financing fee in cash.
| | - |  | ----------------------------------------------------------------

The offering and sale of the Restated Note (as well as the Original Note and the shares issuable to Whitebox pursuant thereto) were deemed to be exempt under Rule 506 of Regulation D and Section 4(2) of the
Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offering and sale were made only to one accredited investor, and transfer of the securities has been restricted in accordance
with the requirements of the Securities Act of 1933. The Company received written representations from Whitebox regarding, among other things, its accredited-investor status and investment intent.

On April 25, 2008, we entered into a Modification Number 001 To Loan Agreement and a Modification Number 001 To
Promissory Note with Wachovia Bank, National Association (Wachovia), whereby the amount of the October 12, 2007 revolving Promissory Note to Wachovia was reduced from $4 million to $2.5 million, or such sum as may be advanced and
outstanding from time to time, and a promissory note of $750,000, maturing on August 31, 2008. In addition, the rate of interest was modified whereby interest shall accrue on the unpaid principal balance and varies based on the LIBOR Market Index
Rate plus 3.15%, for any day. The note is due and payable in consecutive monthly payments of accrued interest only, which commenced on November 20, 2007, and continues on the same day of each month thereafter until fully paid. In any event, all
principal and accrued interest shall be due and payable on August 31, 2008. Certain terms of the loan were modified including the financial covenant in regards to the liquidity ratio. The principal balance on the note was $2,829,000 on
June 30, 2008.

On April 6, 2008, we entered into a Change In Terms Agreement with First Community Bank of America
(FCB), whereby the $3,500,000 promissory note issued to FCB on October 1, 2007 was modified and consolidated with the $500,000 promissory note issued to FCB on December 20, 2007 and the $1,000,000 promissory note issued to FCB
on January 18, 2008. In accordance with the modified terms, interest on the note is payable monthly in arrears, commencing May 6, 2008, at the rate of 5.15% per annum, with the entire principal payment of $5,000,000 plus interest
being due on October 6, 2008. In connection with the promissory note, we assigned, as collateral security for the note, a certificate of deposit account with FCB in the approximate balance of $6 million as of March 31, 2008, including
interest thereon.

On June 18, 2008, the Compensation Committee of the Companys Board of Directors, with the approval of the
Companys Board of Directors, awarded the Companys management a total of 1,532,256 shares of 3-year restricted Company common stock pursuant to the 2005-2007 Compensation Incentive Plan. As a result, the Company recorded a deferred
compensation asset of approximately $2,221,771, which is being amortized over 36 months to stock compensation expense within selling, general and administrative expenses on the Companys statements of operations.



15



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JUNE 30, 2008 QUARTER ENDED CASH FLOW ANALYSIS

The following table summarizes our cash flows from operating, investing and financing activities for each of the three months ended June 30, 2008 and
June 30, 2007:



|                                                 |  |      |            |   |      |   |            |  
|------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|Quarter Ended June 30,                           |  | 2008 |            |   | 2007 |  
|Total cash provided by (used in):                |  |      |            |   |      |   |            |  
|Operating activities                             |  | $    | (1,736,717 | ) |      | $ | (1,292,129 | )
|                                                 |  |      |            |   |      |   |            |  
|Investing activities                             |  | $    | (1,864,849 | ) |      | $ | (7,867,226 | )
|                                                 |  |      |            |   |      |   |            |  
|Financing activities                             |  | $    | 5,081,344  |   |      | $ | 13,252,196 |  
|                                                 |  |      |            |   |      |   |            |  
|Increase (decrease) in cash and cash equivalents |  | $    | 1,479,778  |   |      | $ | 4,092,841  |  
|                                                 |  |      |            |   |      |   |            |  

Operating Activities

Net cash used in operating activities was approximately $1.7 million for the three months ended June 30, 2008, as compared to net cash used in operating activities of approximately $1.3 million for the three
months ended June 30, 2007. The decline in operating cash flows for the three months ended June 30, 2008, compared with the three months ended June 30, 2007, was due primarily to the increase in our net loss.

We incurred a net loss before preferred stock dividends of approximately $2.6 million for the three months ended June 30, 2008, compared to a net
loss before preferred stock dividends of approximately $1 million for the three months ended June 30, 2007. The changes in operating assets and liabilities were due primarily to the decrease in accounts receivable, inventories, prepaid expenses
and other current assets, and in the amount due from affiliates, and an increase in accrued expenses and other payables, all of which was partially offset by an increase in accounts receivable, other, an increase in deferred tax asset, net, and a
decrease in accounts payable. 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 decrease in amounts due from affiliates, net, was based on receipt of payment of the total
outstanding balance due. The increase in accrued expenses and other payables resulted from the timing of vendor payments. The increase in accounts receivable, other, was primarily related to reimbursements due from a customer, which may exceed
customary credit terms, for product and mass chain shelving requirements that we advanced. The increase in deferred tax asset, net, was based on payment of income taxes. The decrease in accounts payable resulted primarily from the timing of vendor
payments.

Investing Activities

Net
cash used in investing activities was approximately $1.9 million for the three months ended June 30, 2008, as compared to net cash used of approximately $7.9 million for the three months ended June 30, 2007. The change in the three months
ended June 30, 2008 was due primarily to leasehold improvement and equipment purchases, intangible asset purchases and usage related to the minority interest associated with American Antibiotics plant in Baltimore, Maryland.

Financing Activities

Net cash provided by financing
activities was approximately $5.1 million for the three months ended June 30, 2008, as compared to net cash provided by financing activities of approximately $13.3 million for the three months ended June 30, 2007. The change in the three
months ended June 30, 2008 was primarily attributable to proceeds received from private placement convertible debt, net advances on our revolving credit facility and proceeds from stock options exercised, all of which were partially offset by
payment of private placement fees, payments of short-term obligations, and payments of long-term obligations.

We believe that cash
expected to be generated from operations, current cash reserves, and existing financial arrangements will be sufficient for us 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 cash flows from operations, current cash reserves and available credit facilities are not sufficient, it will be necessary for us to seek additional
financing. There can be no assurance that such financing would be available in amounts and on terms acceptable to us.



|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 June 30, 2008, 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 June 30, 2008.



16



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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 June 30, 2008.

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.

PART IIOTHER INFORMATION



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

On September 29, 2006, Schering Corporation (Schering) filed an action in the United States District Court for the District of New Jersey, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc.
(along with nineteen other defendants) alleging that the filing of Belcher Pharmaceuticals Abbreviated New Drug Application (ANDA) for 5 mg Desloratadine Tablets, AB-rated to Clarinex® , infringed U.S. Patent No. 6,100,274 (the 274 patent) Case No. 3:06-cv-04715-MLC-TJB. On November 8, 2006, Belcher filed a motion to dismiss in the New Jersey case for lack of
jurisdiction. On October 5, 2006 Schering filed an action in the United States District Court for the Middle District of Florida, Tampa Division, Case No. 8:06-cv-01843-SCB-EAJ, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc.
alleging that the filing of Belcher Pharmaceuticals ANDA for 5 mg Desloratadine Tablets, AB-rated to Clarinex® , infringed the 274 patent. On February 14, 2008 Belcher and
Schering entered into a stipulation to withdraw the motion to dismiss the New Jersey action and to consolidate the New Jersey and Florida actions.

On February 20, 2008, Sepracor Inc. and University of Massachusetts (Sepracor)
filed an action in the United States District Court for the District of New Jersey, against Belcher Pharmaceuticals, Inc. and GeoPharma, Inc. alleging that the filing of Belcher Pharmaceuticals ANDA for 5 mg Desloratadine Tablets,
AB-rated to Clarinex® , infringed U.S. Patent No. 7,214,683 (the 683 patent) and U.S. Patent No. 7,214,684 (the 684 patent) Case
No. 3:08-cv-00945-MLC-TJB.

Company management and Belcher disputes Scherings claims in the two actions and believes its
proposed desloratadine product does not infringe any valid claim of the 274 patent. Company management and Belcher also disputes Sepracors claims and believes its proposed desloratadine product does not infringe any valid claim of the
683 patent or the 684 patent. The possible outcome cannot be determined at this time.

During September 2006, the Company,
through its 51% owned subsidiary, American Antibiotics, LLC, filed in the Circuit Court for Anne Arundel County, Maryland, Case No. C-06-117230, naming defendents Consolidated Pharmaceutical Group (CPG), the directors of CPG and two
other individuals acting on behalf of CPG (collectively the Defendents). The litigation arises from and relates to agreements entered into between American Antibiotics and CPG for the purchase by American Antibiotics all of CPGs
rights, title and interest in various pharmaceutical Abbreviated New Drug Applications (ANDAs) and for the Baltimore Maryland facility lease (the Lease). The Suit brought by the Company alleges that the Defendents breached
the ANDA agreement with certain misrepresentations and by failing to perform all the required improvements and modifications to the Baltimore, Maryland facility. Consolidated with American Antibiotics lawsuit is a separate action file against
it by CPG, alleging that American Antibiotics has failed to pay rent that is due and owing under the Lease. Both cases have been stayed pending the outcome of settlement discussions, which are ongoing between the parties.

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.

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 June 30, 2008 and
March 31, 2008 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, 2008. There were no material changes from the risk factors
during the three months ended June 30, 2008.



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

On June 18, 2008, the Compensation Committee of the Companys Board of Directors, with the approval of the Companys Board of Directors, awarded the Companys management a total of 1,532,256 shares of
3-year restricted Company common stock pursuant to the 2005-2007 Compensation Incentive Plan. The foregoing securities were issued in reliance upon the exemption provided by Section 4(2) under the Securities Act of 1933 and the rules promulgated
thereunder.



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

Not applicable.



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

None.



17



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

(a) Not applicable.

(b) None.



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

Exhibits

The following Exhibits are filed as part of this Report:



|               |  |                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                           
|3.1            |  | Articles of Incorporation of Energy Factors, Inc., filed September 3, 1985. (1)**                                                                                                                     
|               | 
|3.2            |  | By-Laws of GeoPharma, Inc. (4)**                                                                                                                                                                      
|               | 
|3.3            |  | Articles of Amendment to Articles of Incorporation of Innovative Companies, Inc., changing name. (4)**                                                                                                
|               | 
|3.4            |  | Certificate of Designation of Series B preferred stock. (2)**                                                                                                                                         
|               | 
|10.1           |  | Form of Employment Agreement with Mihir K. Taneja, dated as of April 1, 2008. (4)**                                                                                                                   
|               | 
|10.2           |  | Form of Employment Agreement with Kotha S. Sekharma, Ph.D., dated as of April 1, 2008. (4)**                                                                                                          
|               | 
|10.3           |  | Form of Employment Agreement with Carol Dore-Falcone, dated as of April 1, 2008. (4)**                                                                                                                
|               | 
|10.4           |  | Form of Employment Agreement with Mandeep K. Taneja, dated as of April 1, 2008. (4)**                                                                                                                 
|               | 
|10.5           |  | Form of Consulting Agreement with Jugal K. Taneja, dated as of April 1, 2008. (4)**                                                                                                                   
|               | 
|10.6           |  | Change in Terms Agreement between the Company and First Community Bank of America, dated April 6, 2008. (4)**                                                                                         
|               | 
|10.7           |  | Amended and Restated Secured Convertible Note Purchase Agreement between the Company and Whitebox Pharmaceutical Growth Fund, Ltd., dated April 24, 2008. (3)**                                       
|               | 
|10.8           |  | Amended and Restated 12% Secured Convertible Promissory Note issued by the Company to Whitebox Pharmaceutical Growth Fund, Ltd., dated April 24, 2008. (3)**                                          
|               | 
|10.9           |  | Amended and Restated Registration Rights Agreement between the Company and Whitebox Pharmaceutical Growth Fund, Ltd., dated April 23, 2008. (3)**                                                     
|               | 
|10.10          |  | Modification Number 001 to Promissory Note between Bob OLeary Health Food Distributor Co., Inc., Dynamic Marketing I, Inc. and Wachovia Bank, National Association, dated as of April 25,
2008. (4)**
|               | 
|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)                                                      



|** | Previously filed
|-- | ----------------

|1. | Filed as an exhibit to the Companys Form SB-2 filed with the Securities and Exchange Commission on December 15, 1999 and incorporated herein by reference.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Filed as an exhibit to the Companys Form 8-K filed with the Securities and Exchange Commission on February 13, 2004 and incorporated herein by reference.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



18



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|3. | Filed as an exhibit to the Companys Form 8-K filed with the Securities and Exchange Commission on April 30, 2008 and incorporated herein by reference.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Filed as an exhibit to the Companys Form 10-K filed with the Securities and Exchange Commission on June 30, 2008 and incorporated herein by reference.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------



19



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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: August 14, 2008 |  | By:             |  | /s/ Mihir K. Taneja                                        
|                      |  |                 |  | Mihir K. Taneja                                            
|                      |  |                 |  | Chief Executive Officer, Secretary and Director            
|                      |  |                 |  | (Principal Executive Officer)                              
|                      |  |                
|Date: August 14, 2008 |  | By:             |  | /s/ Carol Dore-Falcone                                     
|                      |  |                 |  | Carol Dore-Falcone                                         
|                      |  |                 |  | Senior Vice President, Chief Financial Officer and Director
|                      |  |                 |  | (Principal Financial and Accounting Officer)               



20