<PAGE>

                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                      FORM 10-Q

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the quarterly period ended: December 31, 1996
                                -----------------

Commission File Number:         0-26756
                                -------


                                  GEOGRAPHICS, INC.
                (Exact name of registrant as specified in its charter)


        Wyoming                                         87-0305614
--------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                  1555 Odell Road, P.O. Box 1750, Blaine, WA 98231
--------------------------------------------------------------------------------
                (Address of principal executive office and zip code)
                                           
                                    (360) 332-6711
--------------------------------------------------------------------------------
                 (Registrant's telephone number including area code)

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.

    Yes       X                   No
        -------------                  ------------

The registrant had 9,467,877 shares of common stock outstanding as of February
12, 1997.



<PAGE>

                                  GEOGRAPHICS, INC.

                                       INDEX
                                                                           PAGE
                                                                          -----
Part I.     FINANCIAL INFORMATION

 ITEM 1     Financial Statements
 
            Consolidated Statements of Income
            for the Three Months and Nine Months Ended 
            December 31, 1996 and December 31, 1995                          3

            Consolidated Balance Sheets as of
            December 31, 1996 and March 31, 1996                             4

            Consolidated Statements of Cash Flows
            for the Nine Months Ended December 31, 1996
            and December 31, 1995                                            5

            Notes to Consolidated Financial Statements                     6-7
 
 ITEM 2     Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                                    8-11

Part II.      OTHER INFORMATION                                          12-14

SIGNATURE                                                                   15

Exhibit 27 - Financial Data Schedule                                        16




                                            2

<PAGE>
                                  GEOGRAPHICS, INC.
                          CONSOLIDATED STATEMENTS OF INCOME

                                      (Unaudited)
                                           
<TABLE>
<CAPTION>
                                       Three Months Ended               Nine Months Ended     
-------------------------------------------------------------------------------------------------
                                      Dec. 31            Dec. 31        Dec. 31       Dec. 31
                                        1996              1995           1996          1995    
-------------------------------------------------------------------------------------------------
<S>                              <C>                <C>            <C>             <C>
Sales                               $ 6,089,998     $ 6,369,954    $ 19,119,741    $ 16,463,788

Cost of Sales                         3,817,103       4,038,927      11,627,057      10,217,176
                                    -----------     -----------    ------------    ------------
Gross Margin                          2,272,895       2,331,027       7,492,684       6,246,612

S.G. & A Expense                      2,582,567       1,545,862       6,591,911       4,149,553
Goodwill Amortization                         0               0               0         159,768
                                    -----------     -----------    ------------    ------------
 
Operating Income                       (309,672)        785,165         900,773       1,937,291

Other Income (Expenses)
    Interest Expense                   (321,284)       (208,059)       (715,396)       (566,396)
    Other                                27,102          23,180          13,261         112,333
                                    -----------     -----------    ------------    ------------
Income Before Provision 
    for Income Taxes                   (603,854)        600,286         198,638       1,483,228

Income Tax Provision                   (214,601)        204,098          68,608         504,299
                                    -----------     -----------    ------------    ------------
Net Income                          $  (389,253)    $   396,188    $    130,030    $    978,929
                                    -----------     -----------    ------------    ------------
                                    -----------     -----------    ------------    ------------

Earnings Per Common and
    Common Equivalent Share
         Primary                         $(0.04)          $0.05           $0.01           $0.16
         Assuming full dilution          $(0.04)          $0.04           $0.01           $0.13

Share used in computing
earnings per common and
common equivalent shares:
    Primary                           9,416,953       4,524,769       9,296,617       4,549,173
    Assuming full dilution            9,416,953       5,919,429       9,396,176       5,955,423

</TABLE>
                                           
                                           
          SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS


                                              3
<PAGE>

                                  GEOGRAPHICS, INC.
                             CONSOLIDATED BALANCE SHEETS
                                           
                                        ASSETS
<TABLE>
<CAPTION>
                                               Dec. 31, 1996           March 31, 1996
                                                 (Unaudited)              (Audited)
<S>                                            <S>                     <S>
Current Assets                                 
Cash                                           $   229,827              $     50,028
Accounts receivable, net                         4,981,454                 4,974,156
Related party receivables                                0                   899,422
Other receivables                                  140,739                    62,572
Inventories                                     13,660,745                 9,139,273
Deposits                                           585,674                   597,693
Prepaid expenses                                   619,793                    99,204
Deferred income tax                              1,072,192                   970,000
Other                                              438,568                    96,512
                                               -----------               -----------
    Total current assets                        21,728,992                16,888,860

Property, plant & equipment, net                11,749,179                 7,286,694
Deferred income tax                                192,000                   192,000
Investment in partnerships                         118,913                   (34,484)
Other assets                                       396,631                   404,971
                                               -----------               -----------
    Total Assets                               $34,185,715              $ 24,738,041
                                               -----------               -----------
                                               -----------               -----------

                          LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft                                $    494,936              $          0
Note payable to bank                             4,582,250                 5,322,939
Accounts payable                                 1,944,024                 2,634,598
Accrued liabilities                              1,786,063                 1,033,905
Income tax  payable                                 52,071                   145,278
Note payable to officer & director               1,000,000                 1,264,711
Current portion of long-term debt                1,078,577                   656,398
                                               -----------               -----------
    Total current liabilities                   10,937,921                11,057,829

Long-term debt                                   6,384,636                 3,690,360
                                               -----------               -----------

    Total liabilities                           17,322,557                14,748,189
                                               -----------               -----------

Stockholders' Equity
Common stock, without par value; 
100,000,000 shares authorized; 9,462,877 
and 8,004,584 issued and outstanding on 
Dec. 31, 1996 and March 31, 1996, 
respectively                                    16,346,617                 9,620,068
Foreign currency translation adjustment             16,727                         0
Retained earnings                                  499,814                   369,784
                                               -----------               -----------
    Total Stockholders' Equity                  16,863,158                 9,989,852

    Total Liabilities and Stockholders' 
      Equity                                  $ 34,185,715              $ 24,738,041
                                               -----------               -----------
                                               -----------               -----------

</TABLE>

          SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS

                                          4
<PAGE>


                                  GEOGRAPHICS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

<TABLE>
<CAPTION>
                                                                     Nine Months Ended  
                                                              -------------------------------
                                                              Dec. 31, 1996     Dec. 31, 1995
                                                              -------------     -------------
<S>                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                 $    130,030      $   978,929
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH FLOWS FROM OPERATING ACTIVITIES
    Depreciation and amortization                                 1,016,576          813,715
    Common stock issued in lieu of other liabilities                      0          130,000
    Deferred income tax                                            (102,192)               0
    (Gain) loss on sale of property and equipment                     8,985             (119)
CHANGES IN OPERATING ASSETS AND LIABILITIES
    Bank Overdraft                                                  494,936                0
    Accounts receivable                                             172,948       (2,523,978)
    Related party receivables                                       899,422                0
    Other receivables                                               (78,167)         (68,869)
    Inventory                                                    (4,324,024)      (4,276,911)
    Deposits                                                         12,019         (293,308)
    Prepaid expenses                                               (520,589)          56,805
    Other current assets                                           (342,057)          (6,776)
    Accounts payable                                               (690,574)         366,677
    Accrued liabilities                                             561,319          963,437
    Income tax payable                                              (93,207)         372,635
                                                               ------------      -----------
         Net cash flows from operating activities                (2,854,575)      (3,487,763)
                                                               ------------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net borrowings (repayments) on note payable to bank            (740,689)       3,749,662
    Proceeds from short-term borrowings                                   0          429,963
    Proceeds from long-term debt borrowings                       2,231,013        1,395,304
    Repayment of long-term debt                                    (556,750)        (323,051)
    Proceeds (repayment) of notes to officers & directors          (264,711)         900,000
    Proceeds from issuance of common stock                        6,526,549          171,911
    Foreign currency translation                                     16,728                0
                                                               ------------      -----------
         Net cash flows from financing activities                 7,212,140        6,323,789
                                                               ------------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of equipment                                        (3,931,513)      (2,292,774)
    Proceeds from sale of equipment                                   1,787           16,741
    Net (increase) decrease in advances to partnerships            (153,397)        (102,991)
    Change in other assets                                          (94,643)        (305,699)
                                                               ------------      -----------
         Net cash flows from investing activities                (4,177,766)      (2,684,723)
                                                               ------------      -----------
NET CHANGE IN CASH                                                  179,799          151,303
CASH, beginning of year                                              50,028           15,348
                                                               ------------      -----------
CASH, end of quarter                                           $    229,827      $   166,651
                                                               ------------      -----------
                                                               ------------      -----------
NONCASH INVESTING AND FINANCING ACTIVITIES
    Financing obtained directly from sellers in 
    acquisition of equipment                                   $  1,442,192      $   242,293
                                                               ------------      -----------
                                                               ------------      -----------
    Assets acquired directly in acquisition of business        $    390,839      $         0
                                                               ------------      -----------
                                                               ------------      -----------
</TABLE>

          SEE ACCOMPANYING NOTES TO THESE CONSOLIDATED FINANCIAL STATEMENTS 
                                           

                                         5
<PAGE>
                                           
                                  GEOGRAPHICS, INC.
                      Notes to Consolidated Financial Statements
                                           
                                           
1.  The accompanying interim unaudited consolidated financial statements of 
    Geographics, Inc. (the "Company" or "Geographics") have been prepared in 
    accordance with generally accepted accounting principles for interim 
    financial information and with the instructions to Form 10-Q and Article 
    10 of Regulation S-X.  Accordingly, they do not include all of the 
    information and footnotes required by generally accepted accounting 
    principles for complete financial statements.  In the opinion of 
    management, such interim statements reflect all adjustments (consisting 
    of normal recurring accruals) necessary to present fairly the financial 
    position and the results of operations and cash flows for the interim 
    periods presented.  The results of operations for these interim periods 
    are not necessarily indicative of the results to be expected for the full 
    year.  These financial statements should be read in conjunction with the 
    audited consolidated financial statements and footnotes included in the 
    Company's consolidated financial statements and notes thereto for the 
    fiscal year ended March 31, 1996.

    The consolidated financial statements include the accounts of Geographics,
    Inc. and its wholly-owned subsidiaries; Geographics Marketing Canada Inc.,
    Geographics (Europe) Limited, Geographics Australia, Pty. Limited, and
    Geographics Foreign Sales Corporation.  All intercompany balances and
    transactions have been eliminated.

    Certain of the Company's locations calculated cost of sales using an
    estimated gross profit method for interim periods.  Cost of sales at these
    locations are adjusted based on physical inventories which are performed no
    less than once a year.

2.  The Company has a $12,000,000 revolving credit agreement with a bank. 
    Interest on outstanding advances is payable monthly at the bank's prime 
    rate. Outstanding balances as of December 31, 1996 and March 31, 1995 
    were $4,582,250 and $5,322,939, respectively.

    The prime rate was 8.25% and 8.25% at December 31, 1996 and March 31, 
    1996, respectively.

3.  On May 1, 1996, the Company completed a private placement of 1,268,293 
    units at a price of $5.125 per unit.  Total proceeds from this 
    transaction approximated $6,500,000.  Each unit included one common share 
    of the Company and one warrant to purchase one additional common share of 
    the Company at $4.25. The warrants expire June 1, 1999.

4.  On January 17, 1997, the Company placed an order for a printing press.  
    The cost of the press is approximately $2,190,000, which is expected to 
    be delivered during the fourth quarter of fiscal year 1997.  The Company 
    has a commitment from a financial institution to provide capital lease 
    financing for this equipment order.

5.  An officer and director has received notes from the Company in exchange 
    for $1,000,000.  The notes are payable on demand and are classified as 
    current liabilities.  Interest on these notes is payable monthly at the 
    rate of prime plus 1%.  

6.  On July 3, 1996, the Company agreed to purchase substantially all of the 
    assets of Grahams Graphics Pty. Ltd., its exclusive distributor in 
    Australia. The total purchase price was approximately $390,000 paid as 
    follows:  (i) the issuance of 50,000 shares of common stock (valued at an 
    aggregate of $200,000); (ii) the issuance of options to purchase an 


                                       6

<PAGE>

    additional 50,000 share of common stock for $4.00 per share; (iii) the 
    assumption of approximately $150,000 in unsecured trade liabilities; and, 
    (iv) a one time cash payment of $40,000.  Upon the completion of the 
    purchase transaction, the assets assumed were contributed to the 
    Company's wholly-owned Australian subsidiary, Geographics Australia Pty. 
    Ltd.  The effective date of the transaction is July 1, 1996.

    The Company formed Geographics Australia PTY Limited to complete the 
    acquisition and become the Company's distributor of Geographics products 
    in Australia, replacing Grahams Graphics PTY Limited as the sole 
    Australian distributor.

7.  There are various claims, lawsuits, and pending actions against the 
    Company incident to the operations of its business.  It is the opinion of 
    management that the ultimate resolution of these matters will not have a 
    material effect on the Company's financial position, results of 
    operations or liquidity.


                                    7

<PAGE>

ITEM 2
             Management's Discussion and Analysis of Financial Condition 
                              and Results of Operations
           for the Three Months and Nine Months Ended December 31, 1996 
                                and December 31, 1995
                                           
RESULTS OF OPERATIONS 

SALES.        Sales decreased 4% to $6,089,998 in the quarter ended December 31,
        1996 from $6,369,954 in the quarter ended December 31, 1995 and 
        increased 16% to $19,119,741 for the nine months ended December 31, 
        1996 compared to $16,463,788 for the nine months ended December 31, 
        1995.

        Sales decreased 4% for the quarter ended December 31, 1996 as compared 
        to the same quarter a year earlier.  The Company has identified the 
        following factors that contributed to the decline in sales:

         --  The Company had extraordinary returns during the quarter 
             resulting from a redesign of existing store planograms with some 
             of its key customers. These redesigns resulted in a return of 
             approximately $675,000 of product during the quarter.  The 
             Company agrees to perform these redesigns in conjunction with 
             their customers to help increase the turns per square feet of 
             product.  The Company believes that assisting the customer to 
             increase their sales will result in greater sales for the 
             Company in the future, and will more than offset the effects of 
             any returns resulting from these actions.

         --  The Company was negatively impacted by a reduction in on-hand 
             inventory levels by some of its major customers from an average 
             of twelve (12) weeks to an average of eight (8) weeks.  This 
             resulted in a reduction in reorder sales for approximately six 
             weeks as the customers adjusted their in store inventory levels. 
             The Company estimates that the impact of this reduction caused 
             a decline in sales of approximately $1,000,000 for the quarter.

         --  Additional sales decrease resulted from price reductions passed 
             through to customers resulting from drops in raw material prices 
             paid by the Company.

         --  Inclement weather during the third quarter forced the Company to 
             miss the equivalent of eight days in sales caused by an 
             inability to ship due to a plant shut-down and logistic problems 
             with the Company's freight carrier.  

         Geopaper products were responsible for 71% of sales for the nine 
         month period ended December 31, 1996, compared to 66% for the same 
         period a year earlier.  Sales of Geopaper increased 24% to 
         $13,520,877 from $10,894,890 for the periods ended December 31, 1996 
         and 1995, respectively.

         Sales of Company products other than Geopaper (stick on letters, rub 
         on letters, stencil and  LED signs) have remained constant as a 
         dollar level for the nine months ended December 31, 1996


                                        8

<PAGE>

         compared to the nine months ended December 31, 1995. The 
         non-Geopaper products have decreased as a percentage of total sales 
         to 29% from 34% for the nine month periods ended December 31, 1996 
         and 1995, respectively.  These products will continue to decrease in 
         importance to the Company as consumers continue to utilize personal 
         computers to perform many of the tasks that these non-Geopaper 
         products were designed for.  However, the increased usage of 
         personal computers is expected to generate new customers for 
         Geopaper products that are specifically designed for use with 
         personal computing technology.  

         International sales of Geographics products were $1,758,868 for the 
         quarter ended December 31, 1996, an increase of 150% over 
         international sales of $699,486 for the quarter ended December 31, 
         1995.  International sales increased 93% to $4,481,489 from 
         $2,321,008 for the nine months ended December 31, 1996 and 1995, 
         respectively.  International sales of Geographics products 
         represented 24% of total Geographics, Inc. sales for the nine months 
         ended December 31, 1996, compared to 14% of total sales for the same 
         period a year earlier.  Sales by geographic location for the nine 
         months ended December 31, 1996 were as follows:

                         United States      76.4%
                         Canada             17.3%
                         Australia           3.1%
                         Western Europe      2.9%
                         Others              0.3%
                                           ------
                          Total            100.0%
                                           ------
                                           ------

GROSS MARGIN. Gross margin as a percentage of sales was 37.3% and 39.2% for 
         the three and nine month periods ended December 31, 1996, compared 
         to 36.6% and 37.9% for the same periods last year.  The Company's 
         gross margin rate decreased during the third quarter due in part to 
         additional labor and material costs incurred in conjunction with the 
         installation of new equipment in the plant. Additionally, increased 
         shipping costs were incurred as a result of the plant closure and 
         reduced servicing from the Company's freight carriers during periods 
         of inclement weather in the Northwest.

         Margins are also affected by changes in the mix of product sold, raw 
         material costs, automation, labor costs, freight costs, production 
         levels (overhead absorption) and the rate of product turnover.  
         Margins are also affected by price increases and decreases passed on 
         to customers.  While management endeavors to improve margins, no 
         assurance can be given that margins will continue to improve over time.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.      Selling, General and 
         Administrative expenses ("SG&A"), which consist of payroll, 
         advertising, commissions, administrative, accounting and legal costs 
         increased as a percentage of sales in the three and nine months 
         ended December 31, 1996 to 42.4% and 34.5%, respectively, as 
         compared to 24.3% and 25.2% during the same periods in the prior 
         year.  SG&A costs increased as a percentage of sales primarily due 
         to the Company's increased overhead resulting from the establishment 
         of Geographics (Europe) Limited, Geographics Australia Pty. Ltd., 
         and the installation and training costs related to a new computer 
         system at the Blaine, WA facility.  

         SG&A expenses have also been affected by economies of scale, 
         resulting from lower than expected sales levels and learning curves 
         for new staff members.  The Company


                                        9
<PAGE>

         has increased its selling and administrative staff as a result of 
         continued growth and continued attempts to prepare itself for 
         additional business and to establish new markets.  As the new staff 
         members gain more experience and sales continue to grow, the Company 
         anticipates that selling, general and administrative expenses will 
         decline as a percentage of sales.

GOODWILL AMORTIZATION.  The Company recorded no goodwill amortization during 
         the three and nine months ended December 31, 1996, as compared to $0 
         and $159,767 for the same periods a year ago.  Goodwill resulted 
         from the acquisition of the lettering division of E.Z. Industries in 
         1993.  The Goodwill was fully amortized as of June 30, 1995.

INTEREST EXPENSE.  Interest expense for the three and nine months ended 
         December 31, 1996 totaled $321,284 and $715,396, respectively, 
         compared to $208,059 and $566,396 for the same periods in the prior 
         year.  The increase in interest expense was primarily due to 
         borrowings under the Company's revolving credit facility during the 
         current year.  These borrowings were used to fund increases in 
         inventories and equipment deposits.  Additional interest costs 
         resulted from borrowings related to equipment purchases and 
         expansions to the Blaine manufacturing facility and expansions into 
         Europe and Australia.

LIQUIDITY AND CAPITAL RESOURCES.  The Company's principal capital 
         requirements have been to fund working capital needs, including the 
         building of inventories in the United States, the United Kingdom, 
         and Australia.  Working capital has also been used to fund equipment 
         deposits, prepaid expenses, reduce accounts payable and to reduce 
         income tax payable.

         The Company's sales are substantially on net sixty-day terms, and 
         trade receivables are used as collateral to provide the Company with 
         a source of capital prior to their collection.  Working capital 
         requirements are reduced by vendor credit terms, which allow the 
         Company to finance a portion of its inventory.  

         During the first nine months of fiscal year 1997, the Company 
         improved its collection of receivables.  Net accounts receivable 
         were $4,981,454 as of December 31, 1996, a decrease of 15% from the 
         $5,873,578 receivable balance at March 31, 1996.  Inventory 
         increased during the nine months to $13,660,745, an increase of 49% 
         from the $9,139,273 inventory balance at March 31, 1996. Increases 
         in inventory can be attributable to management's anticipation of 
         inventory requirements related to Geographics (Europe) Limited's 
         initial operations, the acquisition of Geographics Australia Pty 
         Limited's operations and the continued efforts to increase its 
         customer base and market share.  The investment in inventories, 
         equipment deposits and prepaid expenses were primarily responsible 
         for negative cash flows from operating activities of $2,854,575 for 
         the nine months ended December 31, 1996, compared to negative cash 
         flows from operating activities of $3,487,763 for the same period a 
         year earlier.

         Despite the Company's rapid growth, Management anticipates improved 
         accounts receivable and inventory management due to Management's 
         increased focus on these critical working capital areas.  Improved 
         accounts receivable collection procedures and increased staffing are 
         expected to minimize future increases in accounts receivable.  New 
         information systems, new warehouse facilities, improved inventory 
         organization and the addition of key purchasing and inventory 
         staffing should improve efficiencies in inventory management and 
         allow for additional sales growth without corresponding 


                                        10
<PAGE>

         inventory increases.

         The Company's cash flow is also affected by financing activities, 
         including borrowings and repayments on revolving credit facilities, 
         short and long-term notes payable to the Company's bank, proceeds 
         from the issuance of debentures to officers and directors, proceeds 
         from the exercise of stock, as well as repayment of capital leases.  
         The majority of capital expenditures were financed by long-term bank 
         loans and capital leases.  A private placement of 1,268,293 units at 
         $5.125 resulted in gross proceeds of $6,500,000 to the Company which 
         were used to repay borrowings on short-term notes payable to the 
         Company's bank.  Financing activity resulted in net cash flows of 
         $7,212,140 and $6,323,789 for the nine months ended December 31, 1996 
         and 1995, respectively.  

         During the nine months ended December 31, 1996, the Company acquired 
         additional printing presses, packaging equipment and other machinery 
         related to the manufacture of Geopaper products.  These capital 
         expenditures were necessary to support the continued expansion of 
         the Geopaper product line and the increase in Geopaper unit sales.  
         Cash used in investing activities (primarily capital expenditures) 
         was $4,177,766 and $2,684,723 for the nine months ended December 31, 
         1996 and 1995, respectively.

         During the nine months ended December 31, 1996, the Company's cash 
         balance increased by $179,799 to $188,948.  The cash balance is not 
         significant and balances held by the Company are intentionally 
         maintained at low levels as part of the Company's strategy to 
         minimize balances outstanding on revolving credit facilities, thus 
         minimizing interest expense.  

         Although the Company has the ability to finance its planned growth 
         and expansion from operating cash flow, capital lease financing and 
         borrowings under the Company's existing credit facilities, the 
         Company also considers alternative financing options, such as the 
         issuance of common stock or convertible debt, in the event market 
         conditions make such alternatives financially attractive.  The 
         Company's future financing requirements will be affected by the 
         number of new customers, the strength of reorders by existing 
         customers, the growth of existing customers, as well as the of 
         success of new products introduced. Additional financing might also 
         be necessary in the event the Company pursues further expansion or 
         business acquisition opportunities.  There is no assurance the 
         Company will be able to obtain such financing or that such 
         financing, if available, will be on terms satisfactory to the 
         Company.

FORWARD-LOOKING STATEMENTS.   Certain statements in this Form 10-Q, in future 
         filings by the Company with the Securities and Exchange Commission 
         (the "Commission"), in the Company's press releases, and in oral 
         statements made by or with the approval of an authorized executive 
         officer of the Company constitute "forward-looking statements" as 
         that term is defined under the Private Securities Litigation Reform 
         Act of 1995 (the "Act") and releases issued by the Commission.  The 
         words "believe", "expect", "anticipate", "intend", "estimate" and 
         other expressions which are predictions of or indicate future events 
         and trends and which do not relate to historical matters identify 
         forward-looking statements.  Reliance should not be placed on 
         forward-looking statements because they involve known and unknown 
         risks, uncertainties and other factors, which may cause the actual 
         results, performance or achievements of the Company to differ 
         materially from anticipated future results, performance or 
         achievements expressed or implied by such forward-looking 
         statements.  The Company undertakes no obligation to publicly update 

                                       11

<PAGE>

         or revise any forward-looking statement, whether as a result of new 
         information, future events or otherwise.  

                                       12

<PAGE>

                              PART II. OTHER INFORMATION
                                           


ITEMS 1- 4    NOT APPLICABLE

ITEM 5 - OTHER INFORMATION

A.  On September 20, 1996, Mr. Fidel Carrancedo resigned as a director of the 
    Company.  Mr. Carrancedo resigned for personal reasons and has no 
    disagreements with the Company.  Mr. Carrancedo still remains a principal 
    stockholder of the Company.  No additional Directors have been appointed 
    to replace Mr. Carrancedo.

B.  The Company has adopted the following Statements of Financial Accounting 
    Standards ("SFAS") for the fiscal year ending March 31, 1997.

    SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for 
    Long-Lived Assets to Be Disposed Of," establishes accounting standards 
    for the impairment of long-lived assets, certain identifiable 
    intangibles, and goodwill related to those assets to be held and used and 
    for long-lived assets and certain identifiable intangibles to be disposed 
    of.  Long-lived assets and certain identifiable intangibles to be held 
    and used by a company are required to be reviewed for impairment whenever 
    events or changes in circumstances indicate that the carrying amount of 
    an asset may not be recoverable. Measurement of an impairment loss for 
    such long-lived assets and identifiable intangibles should be based on 
    the fair value of the asset.  Long-lived assets and certain identifiable 
    intangibles to be disposed of are required to be reported generally at 
    the lower of the carrying amount or the fair value less cost to sell.  
    The adoption of SFAS No. 121 had no material effect on the Company's 
    financial position as of December 31, 1996 or the results of its 
    operations for the quarter ended December 31, 1996.

    SFAS No. 123, "Accounting for Stock-Based Compensation," establishes 
    financial accounting and reporting standards for stock-based employee 
    compensation plans, including stock options, stock purchase plans, 
    restricted stock, and stock appreciation rights.  SFAS No. 123 defines 
    and encourages the use of the fair value method of accounting for 
    employee stock-based compensation.  Continuing use of the intrinsic value 
    based method of accounting prescribed in Accounting Principles Board No. 
    25 ("APB 25") for measurement of employee stock-based compensation is 
    allowed with pro forma disclosures of net income and earnings per share
    as if the fair value method of accounting had been applied. Transactions 
    in which equity instruments are issued in exchange for goods or services 
    from non-employees must be accounted for based on the fair value of the 
    consideration received or of the equity instrument issued, whichever is
    more reliably measurable.  The Company has determined that it will 
    continue to use the method of accounting prescribed in APB 25 for 
    measurement of employee stock-based compensation, and will begin 
    providing the required pro forma disclosures in its financial statements 
    for the year ending March 31, 1997 as allowed by SFAS No. 123.
                                           

                                        13
<PAGE>

                                           
                                    EXHIBIT INDEX
                                                                        Page
                                                                        ----
Item 6  -  EXHIBITS AND REPORTS ON FORM 8-K.

A.  Exhibits.

    27.   Financial Data Schedule                                        18

B.  Reports on Form 8-K.

    No reports were filed by the Company on Form 8-K during the fiscal quarter
ended December 31, 1996.
                                           
                                           


                                         14

<PAGE>
                                      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.



 


                                           GEOGRAPHICS, INC.
                                           ------------------
                                              (Registrant)



    Date: February 14, 1997         By: /s/ RONALD S. DEANS
                                        -------------------
                                        Ronald S. Deans
                                        President, Chief Executive Officer
                                        Chief Financial Officer and Secretary


                                        15