<PAGE>

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

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the Fiscal Quarter Ended December 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)
                                _______________

           DELAWARE                                              87-0305614
(State or Other Jurisdiction of                              (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, $.001 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 [ ]

     The aggregate market value of the common stock held by nonaffiliates of the
registrant as of February 8, 2001 was $7,644,295 based on a closing sales price
of $0.28 per share on the NASDAQ OTC Bulletin Board on such date.

     The number of shares outstanding of the registrant's common stock, $.001
par value, as of February 8, 2001 was 38,191,676.

                      DOCUMENTS INCORPORATED BY REFERENCE.
                                      NONE

<PAGE>


                                EXPLANATORY NOTE

Geographics, Inc. ("the Company") has determined to restate its annual
consolidated financial statements and its condensed consolidated quarterly
financial statements for the fiscal year ending March 31, 2001, to adjust the
useful life of the Domtar license and other intangibles from fifteen years to
six years, resulting in additional amortization expense of $25,000 for the three
months and $175,000 for the nine months ended December 31, 2000. In addition,
the Company corrected certain errors made in compiling the condensed
consolidated financial statements for the three and nine months ended December
31, 2000, which were discovered and corrected in the quarter and fiscal year
ended March 31, 2001. This amendment includes in Item 1 such restated condensed
consolidated financial statements for the three and nine months ended December
31, 2000, and other information relating to such restated condensed consolidated
financial statements. Item 2 includes the Company's amended and restated
discussion and analysis of financial condition and results of operations.

Except for Items 1 and 2 and Exhibit 27, no other information included in the
original report on Form 10-Q is amended by this amendment. The following items
of the original report on Form 10-Q are amended: Item 1 "Financial Statements"
and the section "Results of Operations" of Item 2 "Management's Discussion and
analysis of Financial Condition and Results of Operations". For current
information regarding risks, uncertainties and other factors that may affect the
Company's future performance, please see "Risk Factors" included in Item 7 of
the Company's Annual Report on Form 10-K/A for the year ended March 31, 2000.

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

PART I - FINANCIAL INFORMATION.............................................   1

     ITEM 1.  FINANCIAL STATEMENTS.........................................   1

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS..........................   1

     FORWARD-LOOKING STATEMENTS............................................   1

     RESULTS OF OPERATIONS.................................................   2

     LIQUIDITY AND CAPITAL RESOURCES.......................................   3

     NEW ACCOUNTING PRONOUNCEMENTS.........................................   3

     ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK......   4

PART II - OTHER INFORMATION................................................   5

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..............................   5

     ITEM 5.  OTHER INFORMATION............................................   5

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.............................   6

SIGNATURE..................................................................   6




                                      -i-

<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

     Geographics, Inc. (the "Company" or "Geographics") has determined to
restate its annual consolidated financial statements and its condensed
consolidated quarterly financial statements for the year ended March 31, 2001 to
adjust the useful life of the Domtar license and other intangibles from 15 years
to 6 years, resulting in additional amortization expense of $25,000 for the
three months and $175,000 for the nine months ended December 31, 2000. In
addition, the Company corrected certain errors made in compiling the condensed
consolidated financial statements for the three and nine months ended December
31, 2000, which were discovered and corrected in the quarter and fiscal year
ended March 31, 2001. The Company has attached to this Report and by this
reference incorporated herein the condensed consolidated financial statements
consisting of the consolidated balance sheets as of December 31, 2000 (restated
and unaudited) and March 31, 2000 , the unaudited consolidated statements of
operations for the three and nine months ended December 31 30, 2000 (restated)
and 1999, and the unaudited consolidated statements of cash flows for the nine
months ended December 31, 2000 (restated) and 1999, together with the notes
thereto.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with the condensed
consolidated financial statements of the Company and the notes thereto appearing
elsewhere in this Report.


FORWARD-LOOKING STATEMENTS

     Statements herein concerning expectations for the future constitute
forward-looking statements which are subject to a number of known and unknown
risks, uncertainties and other factors which might cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements herein include, but are not limited to,
those concerning anticipated growth in the preprint paper and file storage
markets; anticipated growth in the Company's sales; anticipated growth in sales
of specialty paper products as a percentage of revenue; the Company's ability to
increase its market share within the preprint industry; the ability of the
Company to successfully implement price changes for the Company's products when
and as needed; trends relating to the Company's profitability and gross profits
margins; the ability of the Company to implement, or modify its management
information system, adequately to meet operations requirements in the future and
to improve its internal controls; and the ability of the Company to refinance
its existing revolving credit facility and to raise additional debt or equity
financing sufficient to meet its working capital requirements.

     Relevant risks and uncertainties include, but are not limited to, slower
than anticipated growth of the preprint paper market; loss of certain key
customers; insufficient consumer acceptance of the Company's specialty paper and
file storage products; unanticipated actions, including price reductions, by the
Company's competitors; unanticipated increases in the costs of raw materials
used to produce the Company's products; loss of favorable trade credit; supply
terms, reliable and immediately available raw material supply and other
favorable terms with certain key vendors; greater than expected costs incurred
in connection with the implementation of a management information system; the
inability to hire and retain key personnel; unexpected increases in the overall
costs of production as a result of collective bargaining arrangements; and
inability to secure additional working capital when and as needed. Additional
risks and uncertainties include those described under "Risk Factors" in Part I
of the Company's Annual Report on Form 10-K/A for the year ended March 31, 2000
and those described from time to time in the Company's other filings with the
Securities and Exchange Commission, press releases and other


                                      -1-

<PAGE>


communications. All forward looking statements contained in this Report reflect
the Company's expectations at the time of this Report only, and the Company
disclaims any responsibility to revise or update any such forward-looking
statement except as may be required law.


RESULTS OF OPERATIONS

Three Months Ended December 31, 2000 vs. Three Months Ended December 31, 1999

     NET SALES. Net sales increased 23.5% to $10,438,833 for the three months
ended December 31, 2000 from $8,453,312 in the quarter ended December 31, 1999.
Net sales from new product lines due to the acquisition of Domtar's specialty
paper products line and the introduction of GeoFiles were the major factors
contributing to the net sales increase of $1,985,521, for the third quarter. New
product net sales from Domtar Specialty Paper and GeoFiles were $839,251 and
$637,401, respectively. Net sales of domestic and international core paper
products were up 11.0% and 24.1%, respectively.

     GROSS MARGIN. Gross margin was $2,215,296 and $2,880,740 for the three
months ended December 31, 2000 and 1999, respectively. Gross margin as a
percentage of gross sales decreased to 17.9% in the quarter ended December 31,
2000, from 29.4% in the same period in fiscal 2000. The lower gross margin
percentage is attributable to higher product cost of sales due to product mix,
warehouse setup and transportation costs for the consolidation of distribution
to the Wisconsin distribution center, an increase in freight-in costs related to
GeoFiles, amortization of license fees and other intangibles, royalties on new
products, and higher freight and shipping costs related to the Domtar and
GeoFiles product lines.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were down 1.3% to $2,435,075 (19.7% of gross sales)
during the three months ended December 31, 2000 compared to $2,466,088 (25.2% of
gross sales) in the same period in fiscal 2000. Increases in depreciation and
amortization $151,303, travel $49,463, audit and legal $88,829, were offset by
decreases in advertising and promotion and customer selling allowances.

     OTHER INCOME (EXPENSE). Other expense for the three months ended December
31, 2000 was $15,893 compared to other income of $72,970 for the quarter ended
December 31, 1999. Other expense during the third quarter of 2001 was
attributable to an unfavorable exchange gain/loss of $15,923 compared to the
third quarter of 2000 which had a favorable exchange gain/loss of $24,207 and
miscellaneous income of $50,187 from favorable settlements with vendors.

     INTEREST EXPENSE. Interest expense increased to $324,024 (2.6% of gross
sales) for the three months ended December 31, 2000, compared to $266,231 (2.7%
of net sales) during the same period in fiscal 2000. The higher interest expense
was due to an increase in borrowings from the Company's line of credit with its
bank.


Nine Months Ended December 31, 2000 vs. Nine Months Ended December 31, 1999

     NET SALES. Net sales increased 46.3% to $29,963,243 in the nine months
ended December 31, 2000 from $20,475,102 in the nine months ended December 31,
1999. The increase in net sales of $9,488,141 was mainly attributable to new
products due to the acquisition of Domtar's specialty paper product line and the
introduction of the GeoFiles product line. Domtar Paper net sales of $2,845,136
and GeoFile net sales of $3,913,066 account for 30.0% and 41.2% of the net sales
increase, respectively. Net sales of domestic core paper products increased
$3,133,316, and international sales decreased $218,597.

     GROSS MARGIN. Gross margin for the nine months ended December 31, 2000 was
$6,894,166 compared to $6,404,058 for the nine months ended December 30, 1999.
Gross margin as a percentage of gross sales decreased to 19.8% in the nine
months ended December 31, 2000, from 27.3% in the same

                                      -2-

<PAGE>


period in fiscal 2000. The lower gross margin percentage is attributable to
higher customer program costs, warehouse set-up costs for the distribution
center in Wisconsin, increase in freight-in expenses related to GeoFiles,
amortization of license fees and other intangibles, royalties on new products,
higher shipping and handling costs and a one time air freight charge relating to
a special promotion on GeoFiles.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $6,865,447 (19.8% of gross sales) during
the nine months ended December 31, 2000 from $5,795,896 (24.7% of gross sales)
in the same period in fiscal 2000. The increase is primarily attributable to
sales volume related increases in commissions $138,313, trade shows $123,199,
other selling and marketing expenses $387,334, travel $100,388 and depreciation
and amortization $267,544.

     OTHER INCOME (EXPENSE). Other income for the nine months ended December 31,
2000 amounted to $10,329 compared to $382,641 for the nine months ended December
31, 1999. The reduction is due to the income recognized through December 31,
1999 from favorable settlements of amounts owed to vendors.

     INTEREST EXPENSE. Interest expense increased to $918,795 (2.6% of gross
sales) during the nine months ended December 31, 2000, compared to $687,800
(2.9% of gross sales) during the same period in fiscal 2000. The higher interest
expense was due to increased borrowings, primarily caused by the increases in
receivables and inventories supporting higher sales volumes.


LIQUIDITY AND CAPITAL RESOURCES

     As a result of the rapid growth of the Company's specialty papers group,
the introduction of the plastic file cabinet and storage group, and the
acquisition of certain assets from Domtar and Z-International, the Company has
required, and continues to require, substantial externally provided working
capital. At the date of this Report, the Company's only other available source
of working capital consisted of borrowings available under its revolving credit
facility. The revolving credit facility permits borrowings of up to $9.5 million
subject to a borrowing base limitation of 75% of the value of the Company's
eligible accounts receivable and 50% of the value of its eligible inventory.
Borrowings under the facility bear interest at LIBOR plus 2.5% and are secured
by substantially all of the Company's assets. Under the terms of the facility,
the Company is required to comply with a number of financial covenants relating
to, among other things, the maintenance of minimum net worth, debt-to-equity
ratios and cash flow coverage ratios. Borrowings under this facility were
$7,218,886 at December 31, 2000. It is the Company's intention to fund future
capital requirements through operating cash flows generated from efficiencies to
be gained from the consolidation of distribution and warehouse facilities,
product price increases and the adjustment of the credit facility.

     Discounts and allowances that are extended to customers in the normal
course of business can have temporary, period effects on the Company's incoming
cash flow. Although the Company attempts to work with customers to mitigate and
smooth out the impacts of customer remittance deductions for such discounts and
allowances, such efforts are not always successful.

     As of October 31, 2000, the Company entered into an agreement with Atlanta
Group BV, the European subsidiary of Smead Manufacturing Corporation to sell
certain assets of Geographics Europe, Ltd., the Company's European subsidiary.
The Company has received approximately $500,000 in initial proceeds, and will
receive royalties on future sales of the Smead/Atlanta Group at the rate of 4 to
5% of paper products, and 3% of GeoFiles, with a minimum annual royalty of
$100,000.


                                      -3-

<PAGE>


NEW ACCOUNTING PRONOUNCEMENTS

     In June, 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133, as amended, is effective for fiscal years beginning after June 15, 2000.
SFAS No. 133, requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income (loss),
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, the type of hedge transaction. The Company does not expect that
the adoption of SFAS No. 133 will have a material impact on its consolidated
financial statements.

     In June 2000, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101B. SAB 101B delays the effective date of SAB
101, "Revenue Recognition in Financial Statements," until no later than the
fourth fiscal quarter of fiscal years beginning after December 15, 1999. SAB 101
provides guidance on revenue recognition and the SEC staff's views on the
application of accounting principles to selected revenue recognition issues. The
Company does not expect that the adoption of SAB 101 will have material impact
on its consolidated financial statements.

     In September 2000, the Emerging Issues Task Force (EITF) reached consensus
on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." Issue
No. 00-10 deals with the accounting for income billed and costs related to
shipping and handling charges on processing and delivery of customer orders.
Application of EITF 00-10 is required no later than the fourth fiscal quarter of
fiscal years beginning after December 15, 1999. The EITF concluded that amounts
directly billed to customers for shipping and handling should be classified as
revenue. The Company does not expect that the adoption of EITF 00-10 will have
material impact on its consolidated financial statements.

     In January 2001, the EITF reached a consensus on certain issues within
Issue No. 00-22, "Accounting for `Points' and Certain Other Time-Based or
Volume-Based Sales Incentive Offers, and Offers for Free Products or services to
be Delivered in the Future." Application of EITF 00-22 is required for interim
and annual periods ending after February 15, 2001. The EITF concluded that a
vendor should recognize a cash rebate or refund obligation as a reduction of
revenue based on a systematic and rational allocation of the cost of honoring
rebates or refunds earned and claimed to each of the underlying revenue
transactions. The Company does not expect that the adoption of EITF 00-22 will
have a material impact on its consolidated financial statements.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Substantially all of the revenue and operating expenses of the Company's
foreign subsidiaries are denominated in local currencies and translated into US
dollars at rates of exchange approximating those existing at the date of the
transactions. Foreign currency translation impacts primarily revenue and
operating expenses as a result of foreign exchange rate fluctuations. The
Company's foreign currency transaction risk is primarily limited to amounts
receivable from its foreign subsidiaries, which are denominated in local
currencies. The Company does not currently utilize foreign currency hedging
contracts.

     The Company also has foreign exchange translation exposures resulting from
the translation of foreign currency-denominated earnings into U.S. dollars in
the Company's consolidated financial statements. Foreign currency transaction
exposure arises when an operating unit transacts business denominated in a
currency that is not its own functional currency. The Company's transaction
risks are attributable primarily to inventory purchases from third party
vendors. The introduction of the Euro has significantly reduced such risks, and
transaction exposures on an overall basis are not material.


                                      -4-

<PAGE>


     If the U.S. dollar uniformly increases in strength by 10% in fiscal year
2001 relative to the currencies in which the Company's sales are denominated,
loss before taxes would increase by $85,000 for the quarter ended December 31,
2000. This calculation assumes that each exchange rate would change in the same
direction relative to the U.S. dollar. In addition to the direct effects of
changes in exchange rates, which are a changed dollar value of the resulting
sales, changes in exchange rates also affect the volume of sales or the foreign
currency sales price as competitors' products become more or less attractive.
The Company's sensitivity analysis of the effects of changes in foreign currency
exchange rates does not factor in a potential change in sales levels or local
currency prices.


                           PART II - OTHER INFORMATION

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     Under the provisions of the revolving credit facility with US Bank, the
Company is required to maintain a EBIT/Interest ratio of 1.10 to 1 at the end of
each fiscal quarter. For the quarter ended December 31, 2000, the Company's
EBIT/Interest ratio was .064 to 1.


ITEM 5 - OTHER INFORMATION

Reincorporation in Delaware

     On October 16, 2000, the Company consummated its merger into a wholly-owned
Delaware subsidiary, pursuant to which each outstanding share of common stock of
the existing Wyoming corporation was converted into an equal number of identical
securities of the Delaware corporation. In connection with the reincorporation,
the par value of the Company's common stock was changed from no par value to
$.001 per share. The surviving entity, also named Geographics, Inc. is a
Delaware corporation with a Board of Directors and shareholders identical to
that of the former Geographics, Inc., which was a Wyoming corporation. The
reincorporation is more fully described in the Company's Proxy Statement to
Shareholders dated September 8, 2000.


New Products and Distribution Opportunities

     To broaden its European distribution channels, as of October 31, 2000, the
Company entered into an agreement with Atlanta Group BV, the European subsidiary
of Smead Manufacturing Corporation to sell certain assets of Geographics Europe,
Ltd., the Company's European subsidiary. The assets sold consist of inventory,
customer files, customer records, sales history, sales orders, supply contracts,
goodwill and know-how, which represent all of the assets necessary to operate
the business. The Company has retained ownership of its designs, copyrights and
trademarks, and has provided an exclusive license to Smead/Atlanta Group for the
use of the Geographics brand for paper products and a non-exclusive license to
the Geofile brand for file and storage products in exchange for royalty payments
on sales of the licensed products. Atlanta Group BV is headquartered Hoogezand,
The Netherlands, and also has distribution facilities in Austria, Belgium,
England, France, Germany, Spain, Portugal and Switzerland. Under the terms of
the agreement, the Company has received approximately $500,000 in initial
proceeds, and will receive royalties on future sales of the Smead/Atlanta Group
at the rate of 4 to 5% of paper products, and 3% of GeoFiles, with a minimum
annual royalty of $100,000.

     To expand its product offerings and customer base, as of December 18, 2000,
the Company entered into an agreement to acquire certain assets of the
Z-GRAFIX(R) brand image paper from Kansas City, Missouri based Z- International,
Inc. Under the


                                      -5-

<PAGE>


terms of the agreement, the Company and Z-International entered into a license
agreement for the Company to use the Z-GRAPHIX name. Under the terms of the
agreement, the Company made an initial payment of $100,000, will pay for the
initial inventory as sold, and will negotiate for the payment of remaining
inventory, if any, at a future date. The agreement also provides for the payment
of commissions on net sales, which shall not exceed three years. The
Z-International product line acquisition was funded from the proceeds of the
Smead/Atlanta transaction.

     The Company has also entered into an exclusive supply and distribution
agreement, effective as of November 28, 2000, for the production and
distribution of its products in Mexico. Under the agreement, the Company's paper
products will be printed and packaged in Mexico, and will be sold directly to
the Company's Mexican distributor in US dollars. This arrangement will greatly
enhance the Company's ability to service its customers in Mexico, such as Office
Depot and Wal-Mart, as well as enhancing the ability to reach traditional
Mexican retailers.

     As of the date of this report, the Company has entered into negotiations
for a long-term lease of a warehouse and offices in Waukesha, Wisconsin. The
Company will be consolidating and moving its sales and warehouse operations from
Toronto, Canada, Dallas, Texas, Milwaukee, Madison and Windsor, Wisconsin.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          27.1 Financial Data Schedule for the quarter ended December 31, 2000.

     (b)  There were no reports on Form 8-K filed during the quarter ended
          December 31, 2000.


SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this form 10-Q to be signed on its
behalf by the undersigned, thereunto duly authorized on this th day of March,
2002


GEOGRAPHICS, INC.


By: /s/ James L. Dorman
    -------------------------------------
    James L. Dorman
    President and Chief Executive Officer

By: /s/ Michael Oakes
    -------------------------------------
    Michael Oakes
    Controller


                                      -6-

<PAGE>
                                GEOGRAPHICS, INC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      DECEMBER 31, 2000 AND MARCH 31, 2000

<TABLE>
<CAPTION>
                                                                             DECEMBER 31, 2000    MARCH 31, 2000
                                                                             -----------------    --------------
                                                                                (UNAUDITED)
                                                                                (RESTATED)
<S>                                                                             <C>                 <C>

                                     ASSETS
CURRENT ASSETS
   Cash                                                                         $    975,508        $    360,612
   Accounts receivable
      Trade receivables, net of allowances of $1,221,725 and $1,587,469 at
         December 31 and March 31, 2000, respectively                              7,769,658           6,053,810
Other receivables                                                                     42,894              25,555
Inventories                                                                        9,053,148           5,301,171
Prepaid expenses, deposits, and other current assets                                 847,154             562,244
                                                                                ------------        ------------
      Total current assets                                                        18,688,362          12,303,392

PROPERTY, PLANT AND EQUIPMENT, NET                                                 9,080,993           9,304,864

LICENSES, TRADEMARKS AND OTHER INTANGIBLE ASSETS,NET                               3,013,704             317,170

OTHER ASSETS                                                                         188,894             442,018
                                                                                ------------        ------------
TOTAL ASSETS                                                                    $ 30,971,953        $ 22,367,444
                                                                                ============        ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Bank overdrafts                                                              $  1,256,712        $    259,551
   Note payable to bank                                                            7,218,886           5,764,627
   Accounts payable                                                                5,578,858           3,699,532
   Accrued liabilities                                                             4,097,890           2,083,523
   Current portion of long-term debt                                                 935,015           1,368,212
                                                                                ------------        ------------
      Total current liabilities                                                   19,087,361          13,175,445

LONG-TERM DEBT                                                                     1,914,274           3,539,926
                                                                                ------------        ------------
      Total liabilities                                                           21,001,635          16,715,371
                                                                                ------------        ------------
STOCKHOLDERS' EQUITY
   Common stock, $.001 par value - 100,000,000 shares authorized, 38,191,676
      and 26,965,589 shares issued and outstanding at December 31 and
      March 31, 2000, respectively                                                    38,192              26,966
Additional paid-in capital                                                        26,157,465          20,950,859
Accumulated other comprehensive loss                                                (253,158)           (233,318)
Accumulated deficit                                                              (15,972,181)        (15,092,434)
                                                                                ------------        ------------
      Total stockholders' equity                                                   9,970,318           5,652,073
                                                                                ------------        ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 30,971,953        $ 22,367,444
                                                                                ============        ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-1

<PAGE>


                               GEOGRAPHICS, INC
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED            NINE MONTHS ENDED
                                                        DECEMBER 31,                  DECEMBER 31,
                                                 --------------------------    --------------------------
                                                     2000           1999           2000           1999
                                                 -----------    -----------    -----------    -----------
                                                  (RESTATED)                    (RESTATED)
<S>                                              <C>            <C>            <C>            <C>
SALES                                            $12,380,639    $ 9,785,327    $34,755,272    $23,461,171
   Returns and Allowances                         (1,941,806)    (1,332,015)    (4,792,029)    (2,986,069)
                                                 -----------    -----------    -----------    -----------
      Net Sales                                   10,438,833      8,453,312     29,963,243     20,475,102

COST OF SALES                                      8,223,537      5,572,572     23,069,077     14,071,044
                                                 -----------    -----------    -----------    -----------
   Gross Margin                                    2,215,296      2,880,740      6,894,166      6,404,058

S.G.& A. EXPENSES                                  2,435,075      2,466,088      6,865,447      5,795,896
                                                 -----------    -----------    -----------    -----------
   Operating Income                                 (219,779)       414,652         28,719        608,162

OTHER INCOME (EXPENSE)
   Interest Expense                                 (324,024)      (266,231)      (918,795)      (687,800)
   Other Income (Expense)                            (15,893)        72,970         10,329        382,641
                                                 -----------    -----------    -----------    -----------
      Total Other Income (Expense)                  (339,917)      (193,261)      (908,466)      (305,159)

NET INCOME (LOSS) BEFORE INCOME TAXES               (559,696)       221,391       (879,747)       303,003

PROVISION FOR INCOME TAXES                                --             --             --             --
                                                 -----------    -----------    -----------    -----------
NET INCOME (LOSS)                                   (559,696)       221,391       (879,747)       303,003

OTHER COMPREHENSIVE INCOME (LOSS) -
   FOREIGN CURRENCY TRANSLATION                       61,632        (54,103)       (19,840)      (105,407)
                                                 -----------    -----------    -----------    -----------
COMPREHENSIVE INCOME (LOSS)                      $  (498,064)   $   167,288    $  (899,587)   $   197,596
                                                 ===========    ===========    ===========    ===========
NET INCOME (LOSS) PER COMMON AND
   COMMON EQUIVALENT SHARE
   Basic                                         $     (0.01)   $      0.01    $     (0.03)   $      0.02
                                                 ===========    ===========    ===========    ===========
   Diluted                                       $     (0.01)   $      0.01    $     (0.03)   $      0.02
                                                 ===========    ===========    ===========    ===========

SHARES USED IN COMPUTING NET INCOME (LOSS) PER
   COMMON AND COMMON EQUIVALENT SHARE
   Basic                                          38,174,682     15,043,364     34,641,522     12,450,308
                                                 ===========    ===========    ===========    ===========
   Diluted                                        38,174,682     15,422,953     34,641,522     12,829,897
                                                 ===========    ===========    ===========    ===========
</TABLE>

         See accompanying notes to condensed consolidated financial statements.


                                      F-2

<PAGE>


                                GEOGRAPHICS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED
                                                           ---------------------------
                                                           DECEMBER 31,   DECEMBER 31,
                                                               2000           1999
                                                           ------------   ------------
                                                                 (RESTATED)
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (Loss)                                        $  (879,747)   $   303,003
Adjustments to reconcile net income (loss) to net
   cash flows used by operating activities
   Depreciation and amortization                             1,522,540        989,450
   Loss on sale/disposal of property and equipment                  --          3,643
   Stock based compensation                                    117,982             --
   Interest on debentures                                       67,000             --
   Revaluation of subsidiary inventories                        99,000
Changes in operating assets and liabilities
   Trade receivables                                        (1,715,848)      (655,128)
   Other receivables                                           (17,339)       136,122
   Inventories                                              (3,850,977)    (1,099,747)
   Prepaid expenses, deposits and other current assets        (284,910)       201,446
   Licenses, trademarks and other intangible assets             30,220             --
   Other assets                                                128,257       (173,234)
   Accounts payable                                          1,879,326        238,153
   Accrued liabilities                                       2,014,367     (1,472,508)
                                                           -----------    -----------
      Net cash flows from operating activities                (890,129)    (1,528,800)
                                                           -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of plant and equipment                            (751,418)      (251,541)
   Purchase of certain Innovative Storage Design assets             --       (261,163)
   Proceeds from sales of equipment                                 --          5,000
   Purchase of certain Z International assets                 (100,000)
   Purchase of certain Domtar Consumer Products assets      (3,049,138)
                                                           -----------    -----------
      Net cash flows from investing activities              (3,900,556)      (507,704)
                                                           -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Increase (decrease) in bank overdrafts                      997,161        (91,923)
   Net borrowings on note payable to bank                      454,259        634,280
   Repayment of long-term debt                              (1,058,849)    (2,903,461)
   Proceeds from notes payable to officers and directors     1,000,000        100,000
   Repayment of notes payable to officers and directors     (1,000,000)      (100,000)
   Proceeds from the issuance of common stock                5,032,850      4,951,648
                                                           -----------    -----------
      Net cash flows from financing activities               5,425,421      2,590,544
                                                           -----------    -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                        (19,840)       (41,662)

NET CHANGE IN CASH                                             614,896        512,378
CASH, BEGINNING OF PERIOD                                      360,612        130,967
                                                           -----------    -----------
CASH, END OF PERIOD                                        $   975,508    $   643,345
                                                           ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION
   Cash paid during the period for interest                $   787,880    $   687,800
                                                           ===========    ===========
   Non-cash financing and investing activities -
      common stock issued for assets                       $       --    $        --
                                                           ===========    ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements.


                                      F-3

<PAGE>


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accompanying interim unaudited condensed consolidated financial
statements of Geographics, Inc. (the "Company" or "Geographics") have been
prepared in accordance with generally accepted accounting principles in the
United States of America 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 statements
should be read in conjunction with the audited consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K/A for the
fiscal year ended March 31, 2000.

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









                                      F-4

<PAGE>


NOTE 2- RESTATEMENTS

The Company has determined to restate its annual consolidated financial
statements and its condensed consolidated quarterly financial statements for the
year ended March 31, 2001, to adjust the useful life of the Domtar license and
other intangibles from 15 years to 6 years, resulting in additional amortization
expense of $25,000 for the three months and $175,000 for the nine months ended
December 31, 2000. The following sets forth the effect of this adjustment, in
addition to corrections of certain errors made in compiling the condensed
consolidated financial statements for the three and nine months ended December
31, 2000, which were discovered and corrected in the quarter and fiscal year
ended March 31, 2001:

<TABLE>
<CAPTION>
                                                                AS PREVIOUSLY                                       AS
                                                                  REPORTED           ADJUSTMENTS                 RESTATED
                                                                -------------       -------------             -------------
<S>                                                             <C>                 <C>                       <C>
AT DECEMBER 31, 2000:
    Inventories                                                    8,709,744             343,404 (1)             9,053,148
    Current assets                                                18,344,958             343,404                18,688,362
    Licenses, Trademarks and Other Intangible Assets               3,188,704            (175,000)(2)             3,013,704
    Total Assets                                                  30,803,549             168,404                30,971,953
    Accrued Liabilities                                            3,377,189             720,701 (3)             4,097,890
    Current Liabilities                                           18,366,660             720,701                19,087,361
    Total Liabilities                                             20,280,934             720,701                21,001,635
    Accumulated Deficit                                          (15,419,884)           (552,297)              (15,972,181)
    Stockholders' Equity                                          10,522,615            (552,297)                9,970,318
    Total Liabilities and Stockholders' Equity                   $30,803,549             168,404               $30,971,953

FOR THE THREE MONTHS ENDED DECEMBER 31, 2000:
    Returns and allowances                                      $ (1,462,024)       $   (479,782)(3)          $ (1,941,806)
    Net sales                                                     10,918,615            (479,782)               10,438,833
    Cost of Sales                                                  8,448,672            (225,135)(1),(2)         8,223,537
    Gross Margin                                                   2,469,943            (254,647)                2,215,296
    S,G & A Expenses                                               2,287,425             147,650 (3)             2,435,075
    Operating Income (Loss)                                          182,518            (402,297)                 (219,779)
    Income (Loss) Before Taxes                                      (157,399)           (402,297)                 (559,696)
    Net Income (Loss)                                           $   (157,399)       $   (402,297)             $   (559,696)
    Net Income (Loss) Per Share                                 $         --        $      (0.01)             $      (0.01)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2000:
    Returns and allowances                                      $ (4,312,247)       $   (479,782)(3)          $ (4,792,029)
    Net sales                                                     30,443,025            (479,782)               29,963,243
    Cost of Sales                                                 23,144,212             (75,135)(1),(2)        23,069,077
    Gross Margin                                                   7,298,813            (404,647)                6,894,166
    S,G & A Expenses                                               6,717,797             147,650 (3)             6,865,447
    Operating Income (Loss)                                          581,016            (552,297)                   28,719
    Income (Loss) Before Taxes                                      (327,450)           (552,297)                 (879,747)
    Net Income (Loss)                                           $   (327,450)       $   (552,297)             $   (879,747)
    Net Income (Loss) Per Share                                 $      (0.01)       $      (0.02)             $      (0.03)
</TABLE>

(1)  Correction of error in duplicate recording of inventory.
(2)  Change in useful life of Domtar license and other intangibles to 6 years
     from 15 years.
(3)  Correction of error in recording customer program allowances.


                                      F-5

<PAGE>


NOTE 3- INVENTORIES

     Inventories at December 31, 2000 and March 31, 2000 consisted of the
following:

<TABLE>
<CAPTION>
                                                December 31,           March 31,
                                                    2000                 2000
                                                ------------          ----------
                                                 (Restated)
<S>                                              <C>                  <C>
Raw materials                                    $  844,490           $  619,463
Work-in-process                                   1,033,917            1,096,799
Finished goods                                    7,174,741            3,584,909
                                                 ----------           ----------
                                                 $9,053,148           $5,301,171
                                                 ==========           ==========
</TABLE>


NOTE 4- ASSET ACQUISITION AND COMMITMENTS

     Effective as of April 1, 2000, the Company acquired certain assets of the
Consumer Products Business of the Communication Papers Division of Domtar, Inc.
of Canada, for total consideration of $4,781,140, plus expenses of $49,138.
Under the provisions of the agreement, the Company was granted an exclusive
world-wide license to convert, distribute and sell products under certain
exclusive Domtar trademarks, and a non-exclusive license to use the Domtar
Trademark. The initial term of the licenses is for a three year period extending
to March 31, 2003, extendable for an additional three year period, and
automatically renewable thereafter, unless terminated by either party. The
license remains exclusive providing annual sales achieve certain minimum sales
levels, or the payment of minimum royalties. The Agreement also provides for the
payment of royalties on the sale of Domtar products, an option by Domtar to
repurchase the assets at a premium, and the purchase of paper from Domtar.

     The total purchase price of these acquired assets, exclusive of inventories
is included in Licenses, Trademarks and Other Intangible Assets in these
condensed consolidated financial statements, and is being amortized to cost of
sales over a six year period on the straight-line basis.


NOTE 5- NET SALES BY PRODUCT CATEGORY

     The Company's operations are classified into two product categories:
Designer Stationery and Specialty Papers, and Plastic Filing and Storage
Cabinets. Net sales attributable to each class of product are as follows:

<TABLE>
<CAPTION>
                                                 Three Months Ended           Nine Months Ended
                                                    December 31,                December 31,
                                             -------------------------   -------------------------
                                                 2000          1999          2000          1999
                                             -----------   -----------   -----------   -----------
                                              (Restated)                  (Restated)

<S>                                          <C>           <C>           <C>           <C>
Designer Stationeries and Specialty Papers   $ 9,801,432   $ 7,800,887   $26,050,177   $19,822,677
Plastic Filing and Storage Cabinets              637,401       652,425     3,913,066       652,425
                                             -----------   -----------   -----------   -----------
                                             $10,438,833   $ 8,453,312   $29,963,243   $20,475,102
                                             ===========   ===========   ===========   ===========
</TABLE>


                                      F-6

<PAGE>


NOTE 6- NET INCOME (LOSS) PER SHARE

     The numerators and denominators of basic and diluted net income (loss) per
share are as follows:

<TABLE>
<CAPTION>
                                                        Three Months Ended              Nine Months Ended
                                                           December 31,                   December 31,
                                                   ----------------------------   ----------------------------
                                                       2000            1999           2000            1999
                                                   ------------    ------------   ------------    ------------
                                                        (Restated)                         (Restated)
<S>                                                <C>             <C>            <C>             <C>
Net income (loss) (numerator)                      $   (559,696)   $    221,391   $   (879,747)   $    303,003

Shares used in the calculation (denominator)
   Weighted average shares outstanding               38,174,682      15,043,364     34,641,522      12,450,308
   Effect of dilutive stock options and warrants             --         379,589             --         379,589
                                                   ------------    ------------   ------------    ------------
                                                     38,174,682      15,422,953     34,641,522      12,829,897
                                                     ==========      ==========     ==========      ==========
</TABLE>


Outstanding stock options and warrants that could potentially dilute basic net
income (loss) per share in the future that were not included in the computation
of diluted net income (loss) per share in 2001 and 2000, because to do so would
have been antidilutive, were 3,405,000 and 1,565,411 shares, respectively.


NOTE 7- PAR VALUE OF COMMON STOCK

     In conjunction with the October 16, 2000 reincorporation in the state of
Delaware, the Company's common stock was changed from a no par value to a par
value of $.001 per share. Accordingly, the reported values of common stock and
additional paid-in capital at December 31, 2000 and March 31, 2000 have been
reclassified to reflect a par value of $.001 per share of common stock.




                                      F-7