8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported event): August 14, 2008

GEOPHARMA, INC.

(Exact name of registrant as specified in charter)

Florida	001-16185	59-2600232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6950 Bryan Dairy Road, Largo, Florida	33777
(Address of principal executive offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations

On August 14, 2008, GeoPharma, Inc. issued a press release announcing its results of operations as of and for the three months ended June 30, 2008, a copy of which is attached as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following documents are filed as exhibits to this report:

99.1 Press release issued August 14, 2008

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SIGNATURES

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

	GEOPHARMA, INC.
Date: August 15, 2008	/s/ Mihir K. Taneja
	Mihir K. Taneja,
	Chief Executive Officer
	/s/ Carol Dore-Falcone
	Carol Dore-Falcone,
	Senior Vice President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

GeoPharma Announces Revenues Increase in Every Aspect of Its Business for the First Quarter Fiscal Year 2009

LARGO, Fla.—(BUSINESS WIRE)—Aug. 14, 2008—GeoPharma, Inc. (NASDAQ:GORX) (the “Company”) announced its Fiscal Year 2009 First Quarter Results reporting revenues of $20,025,307 representing a 105% increase over the Fiscal Year 2008 First Quarter results. The Company recorded a net loss of ($2,766,160) or ($0.19) per common share.

Commenting on the quarter GeoPharma CEO Mihir Taneja stated, “The first quarter is historically one of our weakest periods; however this year’s first quarter results reveal the strongest sales the Company has ever had during this period. This top line growth further demonstrates the powerful addition of our new distribution business. The company remains committed to reducing overhead in all of its businesses, especially during the interim period until our Antibiotic facilities come online. We remain encouraged by the gains in our manufacturing segment, as well as other aspects of our business. We look forward to sharing several new developments with regards to our business model in the months to come.”

Q1 Highlights

• Revenues in the Distribution segment increased 634% versus the first quarter of fiscal year 2008.

• Revenues in the Manufacturing Segment increased 27% versus the first quarter of fiscal year 2008.

• Revenues in the Pharma segment increased 202% versus the first quarter of fiscal year 2008.

• Revenues overall excluding discontinued operations increased 193% versus the first quarter of fiscal year 2008.

• Revenues overall including discontinued operations increased 105% versus the first quarter of fiscal year 2008.

• Gross Profits for the first quarter of fiscal year 2009 were $3,734,449 versus Gross Profits of $1,510,675 for the first quarter of fiscal year 2008, an increase of $2,223,774 or 147%.

• Total selling, general and administrative (“SG&A”) expenses were $5,781,669 as compared to $6,564,079 for the fourth quarter of fiscal year 2008, a decrease of $782,410 or 11.9%. SG&A expenses were $2,875,505 for the first fiscal quarter of 2008, the significant increase year over year is predominately attributed to the Dynamic Health Products acquisition.

• Research and development (“R&D”) expenditures for the first quarter of fiscal year 2009 totaled approximately $650,952 all of which was charged as an expense to operations as compared to $426,154 in first quarter of fiscal year 2008. Sequentially the R&D expenditures for the first quarter were roughly in line with the fourth quarter of fiscal Year 2008 of $607,542.

A conference call has been scheduled with CEO, Mihir Taneja, Senior VP/CFO, Carol Dore-Falcone and Alexander Nachman Director of Corporate Communications for Thursday August 14, 2008 at 4:35 PM EST. to discuss the First Quarter results and can be accessed via the web using the following link: http://www.investorcalendar.com/IC/CEPage.asp?ID=132430 or by telephone by dialing: Toll Free 1-877-407-8031 or 1-201-689-8031 for international callers.

A replay of the call will be available until August 28, 2008@ 11:59 PM using 1-877-660-6853 and 1-201-612-7415. All callers must reference Pass Codes: Account #: 286 and Conference ID #: 292766

About GeoPharma, Inc.:

GeoPharma, Inc. is a rapidly growing Bio/Pharma company with a diversified business model participating in 3 main market segments: Specialty Pharma, Manufacturing, and Distribution. The Specialty Pharma division specializes in the formulation of generic drugs for human and veterinary usage and the development of medical devices used by oncologists and other medical professionals. The Manufacturing and Distribution divisions, manufacture, package, and distribute generic drugs, nutraceuticals, cosmetics, and functional food products for companies worldwide.

GeoPharma’s growth strategy is to capitalize on its research and manufacturing expertise to develop medical devices and high margin generic drug products for niche markets with high barriers to entry. GeoPharma’s competitive advantage in these areas is in its ability to navigate the challenges that such market pursuits present effectively.

Currently GeoPharma employs over 300 people and operates facilities in Florida, Maryland, Pennsylvania, Nevada, Rhode Island, and Texas utilizing over 330,000 sq. ft. of office, warehouse, manufacturing and laboratory facilities.

For further information visit the “For Investors” section of the GeoPharma website at www.geopharmainc.com.

Forward-Looking Statements

This press release may contain statements, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those regarding the company and its subsidiaries’ expectations, intentions, strategies and beliefs pertaining to future performance. All statements contained herein are based upon information available to the company’s management as of the date hereof, and actual results may vary based upon future events, both within and without management’s control. Important factors that could cause such differences are described in the company’s periodic filings with the Securities and Exchange Commission.

GEOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

CONTACT: GeoPharma, Inc., Largo

Alexander Nachman

Director of Investor and Media Relations

1-727-471-0850, Ext. 243

IR@GeoPharmainc.com

SOURCE: GeoPharma, Inc.