##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31,
    2010oro

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   Commission File
    No. 001-31404
 Matrixx Initiatives, Inc. (Exact Name of
    Registrant as Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of Incorporation or Organization)

87-0482806(I.R.S. Employer
    Identification No.)   8515 E. Anderson Drive
    Scottsdale, AZ 85255602-385-8888 (Address of principal
    executive offices, Registrants Telephone Number, including
    area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.001 par value

Nasdaq Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K, Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.
  Unless otherwise indicated in this
    Form 10-K,
    Matrixx, us, we,
    our, the Company and similar terms refer
    to Matrixx Initiatives, Inc. and its subsidiaries.
    Zicam is a registered trademark of our subsidiary,
    Zicam, LLC, and the Matrixx name and logo are trademarks of the
    Company.




---



##### 





TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


13Item 2.


Properties


13Item 3.


Legal Proceedings


13Supplemental Item. Executive Officers of
    Matrixx


19PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.


Selected Financial Data


23Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


37Item 8.


Financial Statements and Supplementary Data


37Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


37Item 9A.


Controls and Procedures


37Item 9B.


Other Information


40PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


40Item 11.


Executive Compensation


40Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


40Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


41Item 14.


Principal Accountant Fees and Services


41PART IVItem 15.


Exhibits and Financial Statement Schedules


42SIGNATURES


65EX-10.6EX-21EX-23.1EX-31.1EX-32.1   2




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Introduction
  General. over-the-counter ® over-the-counter (602) 385-8888.
      FDA Warning Letter; Recall of Zicam Nasal Gel
    Products.
    Access to
    Our Filings with the Securities and Exchange
    Commission
  Form 10-K, Form 10-Q, Form 8-K,
 3




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##### Table of Contents



Markets
    and Company Products
  and/or sub-segment
    Year Ended:Product Class

March 31, 2010


%


March 31, 2009


%


March 31, 2008


%Cold Remedy Nasal

$
1,977,909



3
%

$
42,477,144



38
%

$
32,958,814



33
%Cold Remedy Oral


44,752,918



66
%


35,563,524



33
%


35,266,694



35
%Allergy/Sinus


16,257,433



24
%


21,889,668



20
%


17,325,720



17
%Cough & Multi-Symptom


2,512,814



4
%


7,306,827



6
%


15,068,495



15
%Other Cough/Cold


1,667,936



3
%


2,192,124



2
%


0



0
%Canada


148,229



0
%


1,053,546



1
%


0



0
%Antacid


0



0
%


147,356



0
%


352,661



0
%Total Net Sales

$
67,317,239



100
%

$
111,630,188



100
%

$
100,972,384



100
%   Cold
    Remedy
  word-of-mouth
    Allergy/Sinus
    Cough and
    Multi-Symptom
   4




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##### Table of Contents



Other
    Cough/Cold
    tm
  Business
    Strategy
  over-the-counter over-the-counter
  Customers
  out-of-date,
    Manufacturing
    and Distribution
   5




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##### Table of Contents



Research
    and Development
    FDA, FTC
    and Other Government Regulation
    Environmental
    Matters
  Form 10-K. and/or
 6




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##### Table of Contents



Trademarks,
    Trade Names, and Proprietary Rights
  tm tm tm ® ® ® ® tm ® tm tm ® ® tm ® ® ® ® ® ® ® ® ® ® ® ® ®
  Employees
    Seasonality
    Backlog
   7




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##### Table of Contents



Competition
  over-the-counter
  and/or over-the-counter
    ITEM 1A.
    RISK
    FACTORS  We may
    fail to compete effectively, particularly against larger more
    established pharmaceutical and health products companies, or low
    cost generic drug manufacturers, causing our business and
    operating results to suffer.
  over-the-counter
    Our
    business is subject to seasonality that may cause our quarterly
    operating results to fluctuate materially and cause the market
    price of our stock to decline.
   8




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We may
    continue to incur significant costs resulting from product
    liability, economic injury, or securities litigation.
  and/or
  Because a
    significant portion of our business depends substantially on a
    small group of large national retailers, our sales, operating
    margins and income would be adversely affected by any disruption
    of our relationship with these retailers, or any other material
    adverse change in such retailers businesses.
    Climate
    change theories pose potential regulatory risks that could harm
    our results of operations or affect the way we conduct our
    business.
    Growth in
    the sales of our
    over-the-counter
    healthcare products may be affected, in part, by factors beyond
    our control, such as media attention, adverse publicity, and
    regulatory changes.
  over-the-counter
 9




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##### Table of Contents



Our
    future growth will depend in part upon our ability to develop
    and achieve sales of new products.
    Our
    business is subject to regulation in the U.S.
    Unanticipated
    problems associated with product development and
    commercialization of new and existing products could adversely
    affect our operating results.
    
    we may experience unanticipated or otherwise negative research
    and development results;
    existing or proposed products may be found to be ineffective or
    unsafe, or may otherwise fail to receive required regulatory
    clearances or approvals;
    we may find that existing or proposed products, while safe and
    effective, are uneconomical to commercialize or market;
    we may be unable to produce sufficient product to meet customer
    demand;
    we may experience adverse publicity from product liability
    lawsuits that could materially impact consumer demand; or
    existing or proposed products do not achieve or maintain broad
    distribution or market acceptance.    The
    inability to provide scientific proof for product claims may
    adversely affect our sales.
    FDA and
    other government regulation may restrict our ability to sell our
    products or require us to recall products.
   10




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##### Table of Contents



If we are
    unable to protect our intellectual property or if we infringe
    the intellectual property of others, our financial condition and
    future prospects could be materially harmed.
    Under our
    current business model, we do not have manufacturing
    capabilities of our own.
    We may
    pursue strategic acquisitions of technologies, products, and/or
    brands, which involve a variety of costs, and we may not realize
    the anticipated benefits of such acquisitions.
   11




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##### Table of Contents



We may
    experience product backlogs.
    Loss of
    key personnel could have a material adverse effect on our
    operations and financial results.
    To
    protect against various potential liabilities, we maintain a
    variety of insurance programs. Significant increases in the cost
    or decreases in the availability of such insurance could
    adversely impact our financial condition.
    Our Board
    of Directors is authorized to issue shares of preferred stock
    that could have rights superior to our outstanding shares of
    common stock and, if issued, could adversely impact the value of
    our common stock.
    
    voting rights, including the right to vote as a class on
    particular matters;
    preferences as to dividends and liquidation rights;
    conversion rights;
    anti-dilution protections; and
    redemption rights.   12




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##### Table of Contents



The price
    of our stock may be volatile.
    We have
    agreed to indemnify our officers and directors from
    liability.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS      Product
    Liability Matters
  General.
 13




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##### Table of Contents



and/or
  Our Position and Our Response.
  Product Safety.
      Product Effectiveness.
 14




---



##### Table of Contents



Total Pending Product Liability Lawsuits.
  Active Pending Cases as of May 30, 2010 (Pending in
    Federal Courts); Consolidation and Transfer Pursuant to
    Multi-District Litigation Procedures.
 15




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##### Table of Contents



Active Pending Cases as of May 30, 2010 (Pending in
    State Courts). and/or
  Personal Injury:
  Date Filed

Court

Named Plaintiff4/14/2004

Broward County, FL

Hood, M.11/3/2006

Maricopa County, AZ

Poole, D.10/31/2007

Maricopa County, AZ

Medel, D.9/19/2008

Maricopa County, AZ

Brooks, J.11/14/2008

Maricopa County, AZ

McGill, C.2/10/2009

Cook County, IL

Coleman, S.5/13/2009

Maricopa County, AZ

Howes, G.6/22/2009

Broward County, FL

Schaffer, F.7/2/2009

Macon County, IL

Rohr, B.7/22/2009

San Francisco County, CA

Richardson, N.7/31/2009

McClean County, IL

Wood, C.8/10/2009

San Francisco County, CA

Lane, V.9/24/2009

San Francisco County, CA

DeRosier, M.9/30/2009

Maricopa County, AZ

Hoffman, D.10/5/2009

San Francisco County, CA

Nissim, S.10/7/2009

Lahaina County, HI

Welsch, M.10/19/2009

Broward County, FL

Bunin, S.10/20/2009

King County, WA

Touhey, W.10/30/2009

Maricopa County, AZ

Glasser, M.10/30/2009

Maricopa County, AZ

Ambrose, R.12/23/2009

Maricopa County, AZ

Kimball, D.12/24/2009

San Francisco County, CA

Bradley, L.12/29/2009

Maricopa County, AZ

Johnson, K.1/19/2010

Maricopa County, AZ

Remming, C.1/19/2010

Maricopa County, AZ

Baietty, J.1/19/2010

Maricopa County, AZ

Colello, M.1/20/2010

Maricopa County, AZ

Marshall, C.1/20/2010

Maricopa County, AZ

Alex, R.1/25/2010

Maricopa County, AZ

Viviani, D.1/29/2010

Maricopa County, AZ

Turner, B.2/3/2010

Maricopa County, AZ

Druien, C.2/3/2010

Maricopa County, AZ

Cramer, H.2/8/2010

Maricopa County, AZ

Shannon, L.2/11/2010

Maricopa County, AZ

Jacobs, M.2/24/2010

Erie County, NY

Gollwitzer, L.3/1/2010

King County, WA

Waddleton, V.3/1/2010

Maricopa County, AZ

Allen, D.3/5/2010

San Francisco County, CA

Elbaum, J.3/19/2010

Maricopa County, AZ

Hurley, E.3/29/2010

Maricopa County, AZ

Daley, S.4/1/2010

Maricopa County, AZ

Alston, B.4/19/2010

Maricopa County, AZ

Miller, R.4/19/2010

Maricopa County, AZ

Maxfield, W.4/19/2010

Maricopa County, AZ

Colbert, D.5/4/2010

Maricopa County, AZ

Maaskant, P.5/6/2010

Lexington County, SC

Spradley, D.5/11/2010

Maricopa County, AZ

Brooks, D.5/13/2010

San Francisco County, CA

Parson, J.  16




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##### Table of Contents



Putative Class Action for Economic injury:
  Date Filed

Court

Named Plaintiff6/30/2009

St. Louis County, MO

West, G.     Cases Dismissed Subsequent to December 31, 2009 (Federal
    Courts).
  Cases Dismissed Subsequent to December 31, 2009 (State
    Courts).
  Date Filed

Court

Named Plaintiff

Date Dismissed10/16/2009

San Francisco County, CA

Bobrink

1/29/20108/20/2009

Whatcom County, WA

Adams

3/11/201011/20/2009

Providence County, Rhode Island

Dugas

3/29/2010   Potential Claimants.
    Litigation Reserves.
  Intellectual
    Property Protection
   17




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Securities
    Litigation Matters
  No. CV04-0886
  No. 2:09-cv-01479-ECV
    Shareholder
    Derivative Lawsuits
   18




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##### Table of Contents



Related
    Legal Matters  Informal Inquiries
    Legal
    Expense
   Executive
    Officers of Matrixx   19




---



##### Table of Contents



President and Chief Executive
    Officer
    Vice President of Research &
    Development
    Executive Vice President, Business
    Development, General Counsel and Secretary
    Vice President of Sales
    Vice President, Finance and Accounting,
    and Treasurer
   20




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    Market PriceQuarter Ended

High

LowFiscal Year 2009First Quarter

June 30, 2008

$
17.20


$
13.22Second Quarter

September 30, 2008

$
18.98


$
14.61Third Quarter

December 31, 2008

$
18.38


$
14.01Fourth Quarter

March 31, 2009

$
19.50


$
13.35Fiscal Year 2010First Quarter

June 30, 2009

$
19.74


$
4.39Second Quarter

September 30, 2009

$
7.74


$
4.82Third Quarter

December 31, 2009

$
6.10


$
3.61Fourth Quarter

March 31, 2010

$
5.57


$
4.15     Dividend
    Policy
    Stock
    Performance Graph
    
 21




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##### Table of Contents



PERFORMANCE
    TABLE
  Date


Matrixx


Nasdaq


Russell 2000 Growth3/31/2005



100.00




100.00




100.003/31/2006



205.80




117.94




127.843/31/2007



142.92




122.29




129.843/31/2008



128.76




114.07




118.233/31/2009



144.24




61.83




75.243/31/2010



44.59




96.99




120.62     Issuer
    Purchases of Equity Securities
    Issuer
    Purchases of Equity Securities
  Total Number ofShares Purchased as

Maximum Number ofTotal Number



Part of Publicly

Shares that May yet beof Shares

Average Price

Announced Plans or

Purchased Under thePeriod

Purchased(1)

Paid per Share

Programs

Plans or Programs1/01/10-1/31/10


0


$
0



0



931,6242/01/10-2/28/10


0


$
0



0



931,6243/1/10-3/31/10


0


$
0



0



931,624Total


0


$
0



0



931,624     (1)
    
    Employees may surrender shares as payment of applicable tax
    withholding obligations on the vesting of restricted stock
    awards. Shares so surrendered are repurchased pursuant to the
    applicable award agreements and not pursuant to publicly
    announced share repurchase programs.     22




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Transition PeriodFiscal Year Ended

Three Months

Fiscal Years EndedMarch 31,

Ended March 31,

December 31,2010

2009

2008

2007

2006

2005(000s, except share data)Net sales

$
67,317


$
111,630


$
100,972


$
19,046


$
96,231


$
90,461Net income (loss)

$
(23,576
)

$
13,864


$
10,428


$
1,709


$
4,927


$
3,078Net income (loss) per share of common stock  basic

$
(2.56
)

$
1.50


$
1.07


$
0.18


$
0.51


$
0.32Net income (loss) per share of common stock  diluted

$
(2.56
)

$
1.46


$
1.04


$
0.17


$
0.49


$
0.32Dividends per share

$



$



$



$



$



$
Shares outstanding at period end


9,455



9,274



10,175



10,079



9,948



9,600Total assets

$
61,465


$
91,360


$
78,149


$
71,151


$
85,107


$
86,442Long term obligations

$



$



$



$



$



$
Stockholders equity

$
51,082


$
73,077


$
65,552


$
60,435


$
58,087


$
48,110       ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Executive
    Summary
  over-the-counter
 23




---



##### Table of Contents



Year Ended:Product Class

March 31, 2010


%


March 31, 2009


%


March 31, 2008


%Cold Remedy Nasal

$
1,977,909



3
%

$
42,477,144



38
%

$
32,958,814



33
%Cold Remedy Oral


44,752,918



66
%


35,563,524



33
%


35,266,694



35
%Allergy/Sinus


16,257,433



24
%


21,889,668



20
%


17,325,720



17
%Cough & Multi-Symptom


2,512,814



4
%


7,306,827



6
%


15,068,495



15
%Other Cough/Cold


1,667,936



3
%


2,192,124



2
%


0



0
%Canada


148,229



0
%


1,053,546



1
%


0



0
%Antacid


0



0
%


147,356



0
%


352,661



0
%Total Net Sales

$
67,317,239



100
%

$
111,630,188



100
%

$
100,972,384



100
%     2009 2010
       24




---



##### Table of Contents



Seasonality
    and Quarterly Results
   25




---



##### Table of Contents



Quarterly
    Results:
  Fiscal 2010 Ended

























TwelveMarch 31, 2010

Q1


% NS


Q2


% NS


Q3


% NS


Q4


% NS


Months


% NS$000sNet Sales

$
6,916



100
%

$
25,627



100
%

$
28,463



100
%

$
6,312



100
%

$
67,317



100
%Marketing

$
3,312



48
%

$
2,518



10
%

$
8,643



30
%

$
10,969



174
%

$
25,442



38
%Sales

$
617



9
%

$
856



3
%

$
1,374



5
%

$
851



13
%

$
3,698



5
%General & Administrative

$
11,982



173
%

$
4,385



17
%

$
2,293



8
%

$
3,678



58
%

$
22,338



33
%Legal  Product Liability & Regulatory

$
577



8
%

$
2,391



9
%

$
1,758



6
%

$
2,473



39
%

$
7,199



11
%Total SG&A Expenses

$
16,489



238
%

$
10,150



40
%

$
14,068



49
%

$
17,971



285
%

$
58,677



87
%R&D

$
934



14
%

$
419



2
%

$
543



2
%

$
499



8
%

$
2,395



4
%Goodwill & Asset impairments

$
23,867



345
%

$
0



0
%

$
0



0
%

$
0



0
%

$
23,867



35
%   Fiscal 2009 Ended

























TwelveMarch 31, 2009

Q1


% NS


Q2


% NS


Q3


% NS


Q4


% NS


Months


% NS$000sNet Sales

$
8,508



100
%

$
33,632



100
%

$
38,702



100
%

$
30,788



100
%

$
111,630



100
%Marketing

$
2,922



34
%

$
3,709



11
%

$
13,209



34
%

$
11,420



37
%

$
31,260



28
%Sales

$
650



8
%

$
1,238



4
%

$
1,025



3
%

$
1,512



5
%

$
4,423



4
%General & Administrative

$
4,147



49
%

$
3,131



9
%

$
4,197



11
%

$
3,469



11
%

$
14,944



13
%Legal  Product Liability & Regulatory

$
743



9
%

$
759



2
%

$
439



1
%

$
636



2
%

$
2,577



2
%Total SG&A Expenses

$
8,462



99
%

$
8,837



26
%

$
18,870



49
%

$
17,037



55
%

$
53,205



48
%R&D

$
610



7
%

$
1,143



3
%

$
797



2
%

$
684



2
%

$
3,235



3
%   Critical
    Accounting Policies and Estimates
       26




---



##### Table of Contents



Intangible Assets and Goodwill.
    Income Taxes. and/or
  Revenue Recognition.
  Sales Adjustments.
   27




---



##### Table of Contents



Accounts Receivable and Allowance for Doubtful
    Accounts.
  Legal Contingencies.
  Product Recalls.
   28




---



##### Table of Contents



Results
    Of Operations For The Fiscal Year Ended March 31, 2010
    Compared To The Fiscal Year Ended March 31, 2009
    Year Ended March 31,2010


2009Net sales

$
67,317



100
%

$
111,630



100
%Cost of sales


20,685



31



32,876



29Gross profit


46,632



69



78,754



71Selling, general and administrative


58,677



87



53,205



48Research & development


2,396



4



3,235



3Goodwill Impairment


15,040



22







Asset Impairments


8,827



13







Income (Loss) from operations


(38,308
)


(57
)


22,314



20Interest and other income


147







287



Interest expense














Income (Loss) before income taxes


(38,161
)


(57
)


22,601



20Provision (Benefit) for income taxes


(14,586
)


(22
)


8,737



8Net income (Loss)

$
(23,576
)


(35
)%

$
13,864



12
%   Net
    Sales
    Cost of
    Sales
    Gross
    Profit
   29




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##### Table of Contents



Selling,
    General & Administrative (SG&A)
        Research
    and Development
    Goodwill
    and Asset Impairments
    Interest &
    Other Income
    Income
    (Loss) Before Income Taxes
   30




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##### Table of Contents



Provision
    (Benefit) for Income Tax Expense
    Net
    Income (Loss)
    Results
    Of Operations For The Fiscal Year Ended March 31, 2009
    Compared To The Fiscal Year Ended March 31, 2008
    Year Ended March 31,2009


2008Net sales

$
111,630



100
%

$
100,972



100
%Cost of sales


32,876



29



34,532



34Gross profit


78,754



71



66,440



66Selling, general and administrative


53,205



48



46,520



46Research & development


3,235



3



4,108



4Income from operations


22,314



20



15,812



16Interest and other income


287







653



Interest expense














Income before income taxes


22,601



20



16,465



16Provision for income taxes


8,737



8



6,037



6Net income

$
13,864



12
%

$
10,428



10
%   Net
    Sales
    Cost of
    Sales
   31




---



##### Table of Contents



Gross
    Profit
      Selling,
    General & Administrative (SG&A)
        Research
    and Development
  scale-up
  Interest &
    Other Income
    Income
    Before Income Taxes
    Provision
    for Income Tax Expense
   32




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##### Table of Contents



Net
    Income
    Liquidity
    and Capital Resources
      build-up
     33




---



##### Table of Contents



Contractual
    Obligations
    Contractual Cash ObligationsPayments Due by Period as of March 31, 2010Less Than








AfterTotal


1 Year


1-3 Years


3-5 Years


5 Years(In thousands of dollars)Long-Term Debt Obligations

$
0


$
0


$
0


$
0


$
0Capital Lease Obligations


0



0



0



0



0Operating Lease Obligations


1,462



433



913



116



0Purchase Obligations


620



620



0



0



0Other Long-Term Liabilities Reflected on the Companys
    Balance Sheet under GAAP


0



0



0



0



0Total

$
2,082


$
1,053


$
913


$
116


$
0   Recently
    Issued Authoritative Guidance
  810-10).
  820-10)
 34




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##### Table of Contents



No. 2009-13, 605-25
    CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Forward
    Looking Statements
  Form 10-K,
  
    our expectations regarding the costs of the product recall and
    our belief that the reserve for recall costs will be sufficient;
    our expectations regarding returns of discontinued products and
    declining sales of non-core products;
    our expectation regarding continued expansion of the Zicam line
    of products;
    our expectation of introducing new products in the future;
    our expectation regarding sales of other cough/cold products;
    our expectations regarding equity compensation;
    our belief that our bad debt allowance is sufficient;
    our anticipation that we will incur approximately
    $1.5 million to $2.0 million in legal expense each
    quarter as a result of the litigation in which we are engaged;
    our expectation of reviewing the adequacy of the reserve for
    litigation losses on a quarterly basis;
    our intention to vigorously defend the Zicam Cold Remedy product
    liability and securities related litigation claims, our belief
    that the claims made in these lawsuits are scientifically
    unfounded and misleading, our expectation that additional
    product liability lawsuits may be filed against us, and our
    belief that any liability resulting from these or other
    lawsuits, including any adverse publicity, could materially
    impact our financial results;
    our expectations regarding the impact of any non-compliance in
    applicable package size statutes;
    our expectation that we will continue to file for patent
    protection and trademark protection for products that we develop
    and introduce in the future; 35




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##### Table of Contents




    our expectations regarding the effect of recently issued
    accounting guidance;
    our anticipation of the variability of quarterly earnings;
    our expectations regarding environmental expenses;
    our expectations that sales and marketing efforts will increase
    market penetration of our products, build brand awareness, trial
    and sales of our products;
    our expectation of a loss in the quarter ending June 30;
    our belief regarding our critical accounting policies and
    estimates;
    our intention to review our product return reserve provision
    monthly and adjust the reserve amounts as actual product return
    experience continues to develop;
    our expectations regarding the realization of deferred tax
    assets;
    our expectation that SG&A expenses will vary largely in
    relation to the level of our advertising and legal expenditures;
    our expectation that the average unit cost of goods sold and
    gross margin will continue to be affected by the relative mix of
    products sold and changes in product sales price and costs that
    may occur;
    our expectation that our net income and operating expenses in
    future periods will vary largely in connection with the level of
    our sales, product introductions in new categories, advertising,
    research and development, and legal expenses;
    our expectation that research and development spending will be
    approximately 3% to 4% of annual net sales in subsequent years;
    our expectation that earnings in future periods will be
    significantly impacted by the seasonality of our sales, the
    revenues and expenses associated with new products, and the
    timing and amount of advertising, research and development, and
    legal expenses;
    our expectation that advertising expense will be highest in our
    third and fourth fiscal quarters;
    our belief that our existing capital resources will be
    sufficient to fund our operations and capital requirements for
    the next 12 months;
    our expectations regarding our manufacturers ability to
    timely produce inventory adequate for sales of products;
    our expectations regarding the impact of the recall on demand
    for Zicam products;
    our expectations regarding dividends; and
    our belief that moderate interest rate increases and the current
    economic uncertainties regarding available credit will not have
    a material adverse impact on our results of operations or
    financial position in the foreseeable future.    Form 10-K,
 36




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##### Table of Contents



Form 10-K
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  a)
    Evaluation
    of Disclosure Controls and Procedures  Rules 13a-15 15d-15
  b)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting  rules 13a-15(f) 15d-15(f)
 37




---



##### Table of Contents



Form 10-K,
 38




---



##### Table of Contents



REPORT ON
    INTERNAL CONTROL OVER FINANCIAL REPORTING OF INDEPENDENT
    REGISTERED PUBLIC ACCOUNTING FIRM
    Internal Control  Integrated Framework
        Internal Control  Integrated Framework
    
       39




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K
  Form 10-K Form 8-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining Available forNumber of Securities

Weighted-Average

Future Issuance Underto be Issued Upon

Exercise Price of

EquityExercise of

Outstanding

Compensation PlansOutstanding Options,

Options, Warrants,

(Excluding SecuritiesPlan Category

Warrants, and Rights

and Rights

Reflected in Column (a))(a)

(b)

(c)Equity compensation plans approved by security holders


212,700


$
14.06



911,469Equity compensation plans not approved by security holders






N/A



N/ATotal


212,700


$
14.06



911,469  40




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   41




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)1.
    Financial Statements
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Financial Statements

PageReport of Independent Registered Public
    Accounting Firm


43Consolidated Balance Sheets as of March 31,
    2010 and 2009


44Consolidated Statements of Operations for the
    years ended March 31, 2010, 2009, and 2008


45Consolidated Statements of Changes in
    Stockholders Equity for the years ended March 31,
    2010, 2009 and 2008


46Consolidated Statements of Cash Flows for the
    years ended March 31, 2010, 2009, and 2008


47Notes to Consolidated Financial Statements


48  42




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Internal Control  Integrated Framework
  
       43




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETSMARCH 31, 2010 AND 2009  2010


2009ASSETSCurrent Assets:Cash and cash equivalents

$
26,482,499


$
25,144,088Certificates of deposit


3,736,525



14,870,717Accounts receivable:Trade, net of allowance for doubtful accounts of $169,720 and
    $226,180


5,386,044



14,769,485Insurance receivable






25,514Inventories


6,166,809



7,740,343Prepaid expenses


2,230,116



2,035,628Interest receivable


3,443



13,867Income tax receivable


5,661,554



1,316,102Current deferred tax asset


5,071,475



1,636,707Total Current Assets


54,738,465



67,552,451Property and Equipment, at cost:Office furniture and computer equipment


1,722,176



1,738,727Machine tooling and manufacturing equipment


4,415,352



4,581,866Laboratory furniture and equipment


486,459



484,215Leasehold improvements


562,738



544,2117,186,725



7,349,019Less accumulated depreciation


(3,865,302
)


(3,219,081
)Net Property and Equipment


3,321,423



4,129,938Other Assets:Deposits


636,924



2,913,855Other assets


40,043



30,789Restricted cash






Debt issuance costs, net of accumulated amortization of $14,395
    and $12,596






1,799Patents, net of accumulated amortization of $311,209 and $725,956


793,807



1,691,505Non-current deferred tax asset


1,934,686



Goodwill






15,039,836Total Other Assets


3,405,460



19,677,784Total Assets

$
61,465,348


$
91,360,173LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
1,007,886


$
3,010,728Accrued expenses


7,026,708



9,665,310Sales commissions


188,433



404,899Sales returns and allowances


1,420,600



1,611,052Legal liability


740,000



785,000Total Current Liabilities


10,383,627



15,476,989Deferred tax liability






2,806,001Total Liabilities


10,383,627



18,282,990Commitments and ContingenciesStockholders Equity:Preferred stock: $.001 par value, 2,000,000 shares
    authorized, none issued or outstanding






Common stock: $.001 par value, 30,000,000 shares
    authorized, 9,455,620 and 9,273,949 shares issued


9,455



9,274Additional paid-in capital


38,657,444



37,077,316Retained earnings


12,414,822



35,990,593Total Stockholders Equity


51,081,721



73,077,183Total Liabilities and Stockholders Equity

$
61,465,348


$
91,360,173    44




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONSFOR THE YEARS ENDED MARCH 31, 2010, 2009 AND
    2008  2010


2009


2008Net sales

$
67,317,239


$
111,630,188


$
100,972,384Cost of sales


20,685,187



32,875,667



34,532,099Gross Profit


46,632,052



78,754,521



66,440,285Selling, general and administrative expenses


58,677,206



53,205,196



46,520,327Research and development


2,395,540



3,234,874



4,108,354Goodwill impairment


15,039,836







Asset impairments


8,827,322







Income (Loss) From Operations


(38,307,852
)


22,314,451



15,811,604Interest and other income


146,546



287,110



653,422Income (Loss) Before Income Taxes


(38,161,306
)


22,601,561



16,465,026Income taxes


(14,585,535
)


8,737,342



6,037,487Net Income (Loss)

$
(23,575,771
)

$
13,864,219


$
10,427,539Net Income (Loss) Per Share of Common Stock:Basic:Weighted Average Number of Common SharesOutstanding


9,222,597



9,268,471



9,704,579Net Income (Loss) Per Share of Common Stock

$
(2.56
)

$
1.50


$
1.07Diluted:Weighted Average Number of Common SharesOutstanding


9,222,597



9,505,360



10,001,307Net Income (Loss) Per Share of Common Stock

$
(2.56
)

$
1.46


$
1.04    45




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITYFOR THE YEARS ENDED MARCH 31, 2010, 2009 AND
    2008  Series A








Additional








TotalPreferred Stock


Common Stock


Paid In


Treasury


Retained


StockholdersShares


Amount


Shares


Amount


Capital


Stock


Earnings


EquityBalance at March 31, 2007





$




10,079,317


$
10,079


$
49,122,216


$
(396,304
)

$
11,698,835


$
60,434,826Issuance of common stock upon exercise of stock options










59,767



60



611,083











611,143Issuance of restricted stock pursuant to the Companys
    restricted stock program










58,760



58



1,294,506











1,294,564Purchase of treasury stock






















(7,463,393
)






(7,463,393
)Retirement of treasury stock










(22,432
)


(22
)


(315,127
)


315,149







Income tax benefit from the exercise of stock options


















231,401











231,401Stock option expense pursuant to SFAS 123R


















16,141











16,141Net income


























10,427,539



10,427,539Balance at March 31, 2008





$




10,175,412


$
10,175


$
50,960,220


$
(7,544,548
)

$
22,126,374


$
65,552,221Issuance of common stock upon exercise of stock options










131,434



132



1,401,403











1,401,535Issuance of restricted stock pursuant to the Companys
    restricted stock program










128,236



128



1,833,928











1,834,056Purchase of treasury stock






















(9,953,920
)






(9,953,920
)Retirement of treasury stock










(1,161,133
)


(1,161
)


(17,497,307
)


17,498,468







Income tax benefit from the exercise of stock options


















379,072











379,072Net income


























13,864,219



13,864,219Balance at March 31, 2009





$




9,273,949


$
9,274


$
37,077,316


$



$
35,990,593


$
73,077,183Issuance of common stock upon exercise of stock options










144,700



145



1,362,074











1,362,219Issuance of restricted stock pursuant to the Companys
    restricted stock program










101,674



101



839,553











839,654Purchase of treasury stock






















(1,187,906
)






(1,187,906
)Retirement of treasury stock










(64,703
)


(65
)


(1,187,841
)


1,187,906







Income tax benefit from the exercise of stock options


















566,342











566,342Net loss


























(23,575,771
)


(23,575,771
)Balance at March 31, 2010





$




9,455,620


$
9,455


$
38,657,444


$



$
12,414,822


$
51,081,721    46




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED MARCH 31, 2010, 2009 AND
    2008  2010


2009


2008Cash Flows From Operating ActivitiesNet income (loss)

$
(23,575,771
)

$
13,864,219


$
10,427,539Adjustments to reconcile net income (loss) to net cash provided
    (used) by operating activities:Depreciation


850,758



1,279,457



1,057,299Amortization


94,775



150,484



149,130Provision for bad debts


(56,460
)


16,803



(219,654
)Deferred income taxes


(8,175,455
)


886,357



2,484,214Common stock issued for compensation


1,405,996



2,213,128



1,542,106Asset impairments and abandonments


24,287,130







Changes in assets and liabilities:Accounts receivable


9,439,901



(2,734,441
)


(3,614,627
)Insurance receivable


25,514



49,486



2,125,000Interest receivable


10,424



60,037



10,287Other receivable






39,363



Income taxes


(4,345,452
)


(1,316,102
)


1,370,277Inventories


(2,354,227
)


3,789,717



3,928,868Prepaid expenses and other


(203,742
)


(212,862
)


(1,186,014
)Accounts payable


(2,002,842
)


1,702,847



(1,276,672
)Accrued expenses


(2,855,068
)


3,175,959



3,359,230Legal liability


(45,000
)


(315,000
)


55,000Sales returns and allowances


(190,452
)


339,261



(1,119,499
)Net Cash Provided (Used) By Operating Activities


(7,689,971
)


22,988,713



19,092,484Cash Flows From Investing ActivitiesCapital expenditures


(92,928
)


(319,545
)


(800,877
)Purchases of certificates of deposit


(3,736,525
)


(14,870,717
)


Maturities of certificates of deposit


14,870,717







Deposits and other


(2,187,195
)


(2,534,650
)


(436,586
)Restricted cash






500,000



Net Cash Provided (Used) By Investing Activities


8,854,069



(17,224,912
)


(1,237,463
)Cash Flows From Financing Activities:Debt issuance costs










(14,288
)Issuance of common stock


1,362,219



1,401,535



611,143Purchase of treasury stock


(1,187,906
)


(9,953,920
)


(7,463,393
)Net Cash Provided (Used) By Financing Activities


174,313



(8,552,385
)


(6,866,538
)Net Increase (Decrease) in Cash and Cash Equivalents


1,338,411



(2,788,544
)


10,988,483Cash and Cash Equivalents at Beginning of Period


25,144,088



27,932,672



16,944,189Cash and Cash Equivalents at End of Period

$
26,482,499


$
25,144,088


$
27,932,672Supplemental Disclosure of Cash Flow Information:Cash paid for income taxes

$
8,000


$
10,462,000Supplemental Disclosure of Non-cash Financing Activities:Retirement of treasury stock

$
1,187,906


$
17,498,468


$
315,149    47




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Organization
    and Summary of Significant Accounting Policies  Organization
    over-the-counter
  Principles
    of Consolidation and Basis of Presentation
    tm
  Cash
    and Cash Equivalents
    Certificates
    of Deposit
    Accounts
    Receivable and Allowance for Doubtful Accounts
   48




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Inventories
  first-in,
  Property
    and Equipment
    Classification

Useful Life in YearsOffice furniture and computer equipment


3-5Machine tooling and manufacturing equipment


3-7Laboratory furniture and equipment


3-5Leasehold improvements


2-5     Long-Lived
    and Intangible Assets
         49




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Level 1:
  Level 2:
  Level 3:
  Level 1


Level 2


Level 3


Total Gains (Losses)March 31,


March 31,


March 31,$000s

2010

2009


2010

2009


2010

2009Goodwill























$
15,040



$
(15,040
)Deposits














$
4,284












$
(4,284
)Patent














$
616












$
(616
)    50




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Revenue
    Recognition
      Stock-Based
    Compensation
       51




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
    Shipping
    and Handling Costs
    Income
    Taxes
    Research
    and Development
    Marketing
    and Advertising
    Net
    Income Per Share of Common Stock
   52




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended March 31,2009


2009


2008Net income (loss) applicable to common shareholders

$
(23,575,771
)

$
13,864,219


$
10,427,539Weighted average common shares outstanding  Basic


9,222,597



9,268,471



9,704,579Dilutive securities






236,889



296,728Weighted average common shares outstanding  Diluted


9,222,597



9,505,360



10,001,307Net income (loss) per common share:Basic

$
(2.56
)

$
1.50


$
1.07Diluted

$
(2.56
)

$
1.46


$
1.04   Estimates
    Product
    Recalls and Withdrawals
    Recently
    Issued Authoritative Guidance
  810-10).
 53




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  820-10)
  No. 2009-13, 605-25
  2.
    Inventories    March 31,


March 31,2010


2009Raw materials and packaging

$
623,808


$
2,618,261Finished goods


5,543,001



5,122,082Total

$
6,166,809


$
7,740,343   3.
    Current
    Notes Payable   54




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Reserves    AdditionsBalance at

Charged to



Balance atBeginning of

Costs and



End ofDescription

Period

Expenses

Deductions

PeriodReserves for Sales Returns and Allowances:March 31, 2008

$
2,391,290


$
15,432,925


$
16,552,424


$
1,271,791March 31, 2009


1,271,791



15,148,362



14,809,101



1,611,052March 31, 2010


1,611,052



16,897,732



17,088,184



1,420,600   AdditionsBalance at

Charged to



Balance atBeginning of

Costs and



End ofDescription

Period

Expenses

Deductions

PeriodAllowance for Doubtful AccountsMarch 31, 2008

$
429,031


$
20,676


$
240,330


$
209,377March 31, 2009


209,377



22,421



5,618



226,180March 31, 2010


226,180



14,370



70,830



169,720   5.
    Income
    Taxes    2010


2009


2008Current:Federal

$
(5,581,976
)

$
6,299,911


$
2,094,047State


93,411



1,355,043



390,167Total


(5,488,565
)


7,654,954



2,484,214Deferred:Federal


(6,795,317
)


883,745



3,013,768State


(2,301,653
)


198,643



539,505Total


(9,069,970
)


1,082,388



3,553,273Total Provision For Income Taxes

$
(14,585,535
)

$
8,737,342


$
6,037,487     Year Ended March 31,2010

2009

2008Federal statutory rate


(34
)%


34
%


34
%State income taxes, net of federal benefits


(5
)


5



5Current period tax credits






(1
)


(1
)Charitable contributions










(1
)Other


1



1



Total


(38
)%


39
%


37
%  55




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Current deferred tax assetsReserves and accrued expenses

$
2,578,428


$
998,107Accrued legal liabilities


284,900



302,200Reserve for bad debts


65,342



87,100Inventory valuation reserve


1,341,818



249,300Net operating loss carryforwards


800,987



Net current deferred tax assets

$
5,071,475


$
1,636,707Non-current deferred tax assetsRestricted stock compensation

$
37,684


$
629,200Amortization of intangible assets


2,775,362



Total non-current deferred tax assets


2,813,046



629,200Non-current deferred tax liabilitiesAmortization of intangible assets






(2,847,501
)Depreciation


(878,360
)


(587,700
)Total non-current deferred tax liabilities


(878,360
)


(3,435,201
)Net non-current deferred tax assets (liabilities)

$
1,934,686


$
(2,806,001
)       paid-in-capital
    6.
    Preferred
    Stock   56




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Stockholders
    Equity  Stock
    Repurchase Plan
    Shareholder
    Rights Plan
     57




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Directors
    Restricted Stock Purchase Program
  he/she
  8.
    Stock
    Options  Long-Term
    Incentive Plan
      Weighted-AverageWeighted-


RemainingAverage


Contractual


Aggregate IntrinsicOptions

Shares


Exercise Price


Term


ValueOptions outstanding at March 31, 2009


417,700


$
12.78Granted


Exercised


(144,700
)


9.41Cancelled


(60,300
)


16.31Options outstanding at March 31, 2010


212,700


$
14.06



1.17 years


$
0Exercisable at March 31, 2010


212,700


$
14.06



1.17 years


$
0        58




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Average Grant-Shares

Date Fair ValueNonvested at March 31, 2009


189,761


$
14.79Granted


101,674


$
16.54Vested


(90,727
)

$
15.16Forfeited


Nonvested at March 31, 2010


200,708


$
15.51         Other
    Stock Option Information
    Options OutstandingWeightedAverage

Weighted

Options ExercisableRemaining

Average



WeightedRange of

Number

Contractual Life

Exercise

Number

AverageExercise Prices

Outstanding

in Years

Price

Exercisable

Exercise Price$7.00  $9.00


35,000



1.04


$
8.08



35,000


$
8.08$10.00  $12.00


70,700



1.80


$
11.17



70,700


$
11.17$17.00  $19.00


107,000



.78


$
17.93



107,000


$
17.93   Compensation
    Expense
       59




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Commitments
    and Contingencies  Leases
    Year EndingMarch 31,

Leases2011

$
432,8682012


445,8542013


459,2292014


115,649Total Minimum Lease Payments

$
1,453,600     Officer
    Indemnification
    Litigation
     60




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##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Third-Party
    Manufacturers
    10.
    Employee
    Benefit Plan    11.
    Concentration
    of Credit Risk and Major Customers        Year Ended

Year Ended

Year EndedMarch 31, 2010

March 31, 2009

March 31, 2008Walgreens


20.8
%


16.8
%


13.3
%Wal-Mart


19.9
%


21.6
%


23.5
%CVS


10.1
%


11.8
%


11.8
%   12.
    Fair
    Value of Financial Instruments    Cash, cash equivalents, accounts payable and accounts
    receivable
 61




---



##### Table of Contents



MATRIXX
    INITIATIVES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Certificates of Deposit:
    March 31, 2010

March 31, 2009Carrying

Estimated

Carrying

EstimatedAmount

Fair Value

Amount

Fair ValueFinancial AssetsCash and cash equivalents

$
26,482,499


$
26,482,499


$
25,144,088


$
25,144,088Certificates of deposit

$
3,736,525


$
3,736,525


$
14,870,717


$
14,870,717     13.
    Selected
    Quarterly Financial Data (Unaudited)    Fiscal Year 2010 Quarters Ended:June 30, 2009

Sept. 30, 2009

Dec. 31, 2009

March 31, 2010Net sales

$
6,916,237


$
25,626,789


$
28,462,685


$
6,311,528Gross profit


4,123,175



18,796,876



20,812,865



2,899,136Net income (loss) from operations


(37,167,013
)


8,227,718



6,201,854



(15,570,411
)Net income (loss) per basic share


(2.49
)


0.55



0.41



(1.04
)Net income (loss) per diluted share


(2.49
)


0.55



0.41



(1.04
)Net income (loss)


(22,832,252
)


5,078,387



3,826,383



(9,648,289
)   Fiscal Year 2009 Quarters Ended:June 30, 2008

Sept. 30, 2008

Dec. 31, 2008

March 31, 2009Net sales

$
8,508,044


$
33,631,906


$
38,702,412


$
30,787,826Gross profit


5,313,761



23,252,991



27,497,755



22,690,014Net income (loss) from operations


(3,758,660
)


13,272,899



7,831,223



4,968,989Net income (loss) per basic share


(0.24
)


0.89



0.52



0.34Net income (loss) per diluted share


(0.24
)


0.86



0.50



0.33Net income (loss)


(2,265,857
)


8,241,882



4,751,445



3,136,749  62




---



##### Table of Contents



ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES (cont.)  (a)2.
    Financial Statement Schedules
  Form 10-K.
  (a)3.
    Exhibits
  ExhibitNo.

Title3
.1

Certificate of Incorporation and Amendments thereto of the
    Registrant(1)3
.2

Bylaws of the Registrant(11)4
.1

Rights Agreement dated as of July 22, 2002 by and between
    the Registrant and Corporate Stock Transfer, Inc.(2)10
.1

*2001 Stock Incentive Plan(5)10
.1.1

*Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan
    Grant of Incentive Stock Option(7)10
.1.2

*Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan
    Restricted Stock Program Agreement(14)10
.1.3

*Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan
    Restricted Stock Program Agreement (Directors)(13)10
.1.4

*Amended and Restated 2001 Long-Term Incentive Plan Restricted
    Stock Program Agreement between the Registrant and Samuel C.
    Cowley(16)10
.2

*Summary of Matrixx Initiatives, Inc. Director Restricted Stock
    Purchase Program(3)10
.3

*Form of Executive Retention Agreement(12)10
.4

*Executive Retention Agreement Trust(12)10
.5

Manufacturing Agreement with BioZone Laboratories(6)10
.6

* **Form of Amended and Restated Change of Control Agreement
    between Registrant and Registrants Executive Officers10
.7

Asset Purchase Agreement dated as of October 31, 2005 by
    and among Viridian Packaging Solutions, LLC, Beutlich, L.P.,
    Frederic J. Beutlich and Zicam Swab Products, LLC(10)10
.8

Separation Agreement dated December 8, 2008 among
    Registrant and Carl J. Johnson(17)10
.9

Settlement Agreement and Mutual Release dated
    December 8,2008 between the Registrant and Carl J.
    Johnson(17)10
.10

*Insurance Agreement dated October 18, 2006 between the
    Registrant and William J. Hemelt(13)10
.11

Summary of Chairmans Fee Arrangement, approved
    October 21, 2008(16)21


**Subsidiaries of the Registrant23
.1

**Consent of Mayer Hoffman McCann P.C., independent registered
    public accounting firm31
.1

**Certification of CEO and CFO Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 200232
.1

***Certification of CEO and CFO pursuant to 18 U.S.C.
    Section 1350     *
    
    Indicates management compensatory contract, plan or arrangement.**
    
    Filed with this
    Form 10-K.***
    
    Furnished with this
    Form 10-K.(1)
    
    Incorporated by reference to the Registrants Amendment
    No. 1 to
    Form 8-A,
    filed June 18, 2002, file number
    000-27646.(2)
    
    Incorporated by reference to the Registrants registration
    statement on
    Form 8-A,
    filed July 23, 2002, file number
    000-31404.(3)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the quarter ended June 30, 2006, file number
    001-31404. 63




---



##### Table of Contents



(4)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed December 14, 2001, file number
    000-27646.(5)
    
    Incorporated by reference to the Registrants definitive
    proxy statement on Schedule 14A, filed April 8, 2005,
    file number
    001-31404.(6)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed October 28, 2004, file number
    001-31404.(7)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed February 11, 2005 file number
    001-31404.(9)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed November 7, 2005, file number
    001-31404.(10)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed November 3, 2005, file number
    001-31404.(11)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed July 25, 2006, file number
    001-31404.(12)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the period ended September 30, 2009, file number
    001-31404.(13)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the period ended September 30, 2006, file number
    001-31404.(14)
    
    Incorporated by reference to the Registrants Report on
    Form 8-K
    filed May 13, 2008, file number
    001-31404.(15)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the period ended June 30, 2007, file number
    001-31404.(16)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the period ended September 30, 2008, file number
    001-31404.(17)
    
    Incorporated by reference to the Registrants Report on
    Form 10-Q
    for the period ended December 31, 2008, file number
    001-31404. 64




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##### Table of Contents



SIGNATURES      By:
    /s/  William
    Hemelt       Signature

Title

Date/s/  William
    C. EganWilliam
    C. Egan

Chairman of the Board of Directors

June 5, 2010/s/  L.
    White Matthews, IIIL.
    White Matthews, III

Director

June 5, 2010/s/  Michael
    A. ZeherMichael
    A. Zeher

Director

June 5, 2010/s/  Samuel
    C. CowleySamuel
    C. Cowley

Director, Executive Vice
    President Business Development,
    General Counsel & Secretary

June 5, 2010/s/  John
    M. ClaytonJohn
    M. Clayton

Director

June 5, 2010/s/  Lori
    BushLori
    Bush

Director

June 5, 2010/s/  William
    J. HemeltWilliam
    J. Hemelt

President and Chief Executive
    Officer (Principal Financial
    Officer & Principal Accounting Officer)

June 5, 2010  65