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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 2

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            |X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                         For the Fiscal Year Ended March 31, 2000
                                       OR
            | |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         For the Transition Period from       to
                                                        -----    -----
                         Commission file number 0-26756

                                GEOGRAPHICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                ----------------

                WYOMING                                    87-0305614
     (State or Other Jurisdiction                       (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)

            1555 ODELL ROAD, P. O. BOX 1750, BLAINE, WASHINGTON 98231
              (Address and Zip Code of Principal Executive Offices)

        Registrant's Telephone Number, Including Area Code (360) 332-6711

                                ----------------

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

         Securities registered under Section 12(g) of the Exchange Act: COMMON
STOCK, NO PAR VALUE

Indicate by checkmark 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.                            Yes  |X|   No
                                                                   ----    ----

Indicate by checkmark if disclosure of delinquent filers pursuant      | |
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

         The aggregate market value of the common stock held by nonaffiliates of
the registrant as of July 12, 2000 was $16,468,434 based on a closing sales
price of $0.56 per share on the NASDAQ OTC Bulletin Board on such date.

         The number of shares outstanding of the registrant's common stock, no
par value, as of July 12, 2000 was 37,163,034.

                      DOCUMENTS INCORPORATED BY REFERENCE.
                                      None.

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                                EXPLANATORY NOTE

This Form 10-K/A is hereby amended to include the signature of KPMG LLP which,
inadvertently, was not included in the prior filing.



INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Geographics, Inc.



We have audited the consolidated balance sheet of Geographics, Inc. and
subsidiaries as of March 31, 2000 and the related consolidated statements of
operations, stockholders' equity and comprehensive income and cash flows for the
year then ended. In connection with our audit of the consolidated financial
statements, we also audited financial statement Schedule II included in Item 14
of the Company's annual report on Form 10-K. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
accompanying financial statements of Geographics, Inc. and subsidiaries as of
March 31, 1999 and for each of the years in the two year period ended March 31,
1999, were audited by other auditors whose report thereon dated May 7, 1999,
except as for note 3 as to which the date is June 22, 2000 expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of Geographics, Inc. and subsidiaries
as of March 31, 2000, and the results of their operations and their cash flows
for the year then ended, in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.


/s/ KPMG LLP

Chartered Accountants


Vancouver, Canada
July 13, 2000



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