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 2, 2010

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 5.02. Departure of Directors or Certain Officers

On August 2, 2010, both the Company’s president and the Company’s General Counsel resigned as directors and officers of the Company and their employment agreements were terminated.

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 5, 2010

		/s/ Mihir K. Taneja
		Mihir K. Taneja
		Chief Executive Officer

		/s/ Carol Dore-Falcone
		Carol Dore-Falcone
		Senior Vice President and Chief Financial Officer

GeoPharma, Inc. 8-K