UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-K/A
 (Mark One)
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
 or
 þ
    
    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.
  Delaware(State or Other Jurisdiction 
of Incorporation or Organization)
    
    87-0482806(I.R.S. Employer
Identification No.)
 8515 E. Anderson Drive
Scottsdale, AZ 85255
602-385-8888
 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
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



Explanatory Note
    2




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##### 



PART II
 
 ITEM 9A. CONTROLS AND PROCEDURES
 a) Evaluation of Disclosure Controls and Procedures
  b) Managements Annual Report on Internal Control Over Financial Reporting
  (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company;(ii)
    
    provide reasonable assurance that the transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with the authorizations of management and directors of the Company; and(iii)
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
of the financial statements.
    3




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##### 



REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal ControlIntegrated Framework
    Internal
ControlIntegrated Framework
    
 4




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##### 



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
    
    
    6Consolidated Balance Sheets as of March 31, 2008 and 2007
    
    
    7Consolidated Statements of Income for the year ended March 31, 2008,
three months ended March 31, 2007 and 2006 (Unaudited), and the years
ended December 31, 2006 and 2005
    
    
    8Consolidated Statements of Changes in Stockholders Equity for the
year ended March 31, 2008, three months ended March 31, 2007 and
2006, and the years ended December 31, 2006 and 2005
    
    
    9Consolidated Statements of Cash Flows for the year ended March 31,
2008 , three months ended March 31, 2007 and 2006 (Unaudited), and
the years ended December 31, 2006 and 2005
    
    
    12Notes to Consolidated Financial Statements
    
    
    13
 5




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##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
 /s/ Mayer Hoffman McCann, P.C.
    6




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 MARCH 31, 2008 AND 2007
 2008
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    27,932,672
    
    
    $
    16,944,189Accounts receivable:Trade, net of allowance for doubtful accounts of $209,377 and $429,031
    
    
    12,051,847
    
    
    
    8,256,929Other receivable
    
    
    39,363
    
    
    
    Insurance receivable
    
    
    75,000
    
    
    
    2,200,000Inventories
    
    
    11,530,060
    
    
    
    15,458,928Prepaid expenses
    
    
    1,743,521
    
    
    
    584,771Interest receivable
    
    
    73,904
    
    
    
    84,191Income tax receivable
    
    
    
    
    
    
    1,370,277Deferred tax asset
    
    
    1,739,490
    
    
    
    3,361,605Total Current Assets
    
    
    55,185,857
    
    
    
    48,260,890Property and Equipment, at cost:Office furniture and computer equipment
    
    
    1,560,403
    
    
    
    1,356,931Machine tooling and manufacturing equipment
    
    
    5,330,728
    
    
    
    5,225,020Laboratory furniture and equipment
    
    
    437,267
    
    
    
    339,343Leasehold improvements
    
    
    514,674
    
    
    
    350,5767,843,072
    
    
    
    7,271,870Less accumulated depreciation
    
    
    (2,753,222
    )
    
    
    (1,925,598
    )Net Property and Equipment
    
    
    5,089,850
    
    
    
    5,346,272Other Assets:Deposits
    
    
    379,205
    
    
    
    221,963Other assets
    
    
    110,034
    
    
    
    82,770Restricted cash
    
    
    500,000
    
    
    
    500,000Debt issuance costs, net of accumulated amortization of $5,398 and $48,061
    
    
    8,997
    
    
    
    7,171Patents, net of accumulated amortization of $582,670 and $446,002
    
    
    1,834,791
    
    
    
    1,692,115Goodwill
    
    
    15,039,836
    
    
    
    15,039,836Total Other Assets
    
    
    17,872,863
    
    
    
    17,543,855Total Assets
    
    $
    78,148,570
    
    
    $
    71,151,017LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    1,307,881
    
    
    $
    2,584,553Accrued expenses
    
    
    4,433,841
    
    
    
    3,162,814Sales commissions
    
    
    533,384
    
    
    
    372,206Sales returns and allowances
    
    
    1,271,791
    
    
    
    2,391,290Legal liability
    
    
    1,100,000
    
    
    
    1,045,000Accrued taxes
    
    
    1,927,025
    
    
    
    Total Current Liabilities
    
    
    10,573,922
    
    
    
    9,555,863Deferred tax liability
    
    
    2,022,427
    
    
    
    1,160,328Total Liabilities
    
    
    12,596,349
    
    
    
    10,716,191Commitments 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, 10,175,412 and 10,079,317
shares issued
    
    
    10,175
    
    
    
    10,079Additional paid-in capital
    
    
    50,960,220
    
    
    
    49,122,216Retained earnings
    
    
    22,126,374
    
    
    
    11,698,83573,096,769
    
    
    
    60,831,130Less common stock held in treasury, at cost (547,769 and 53,800 shares)
    
    
    (7,544,548
    )
    
    
    (396,304
    )Total Stockholders Equity
    
    
    65,552,221
    
    
    
    60,434,826Total Liabilities and Stockholders Equity
    
    $
    78,148,570
    
    
    $
    71,151,017
  7




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEAR ENDED MARCH 31, 2008, THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (UNAUDITED),
 AND THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 Year ended
    
    
    Three months ended March 31,
    
    
    Years ended December 31,March 31,
    
    
    
    
    
    
    (Unaudited)2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005Net sales
    
    $
    100,972,384
    
    
    $
    19,045,754
    
    
    $
    17,675,959
    
    
    $
    96,230,780
    
    
    $
    90,460,595Cost of sales
    
    
    34,532,099
    
    
    
    7,047,655
    
    
    
    5,865,211
    
    
    
    32,445,499
    
    
    
    28,201,154Gross Profit
    
    
    66,440,285
    
    
    
    11,998,099
    
    
    
    11,810,748
    
    
    
    63,785,281
    
    
    
    62,259,441Selling, general and administrative expenses
    
    
    46,520,327
    
    
    
    8,730,650
    
    
    
    10,692,507
    
    
    
    51,946,219
    
    
    
    54,196,370Research and development
    
    
    4,108,354
    
    
    
    1,137,671
    
    
    
    1,126,846
    
    
    
    4,684,837
    
    
    
    4,069,367Income From Operations
    
    
    15,811,604
    
    
    
    2,129,778
    
    
    
    (8,605
    )
    
    
    7,154,225
    
    
    
    3,993,704Other Income (Expense):Interest and other income
    
    
    653,422
    
    
    
    203,374
    
    
    
    173,911
    
    
    
    501,845
    
    
    
    417,724Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (116,639
    )
    
    
    Total Other Income
    
    
    653,422
    
    
    
    203,374
    
    
    
    173,911
    
    
    
    385,206
    
    
    
    417,724Income Before Provision For Income Taxes
    
    
    16,465,026
    
    
    
    2,333,152
    
    
    
    165,306
    
    
    
    7,539,431
    
    
    
    4,411,428Provision for income taxes
    
    
    6,037,487
    
    
    
    623,921
    
    
    
    68,546
    
    
    
    2,612,803
    
    
    
    1,332,936Net Income
    
    $
    10,427,539
    
    
    $
    1,709,231
    
    
    $
    96,760
    
    
    $
    4,926,628
    
    
    $
    3,078,492Net Income Per Share of Common Stock:Basic:Weighted Average Number of Common Shares
Outstanding
    
    
    9,704,579
    
    
    
    9,749,162
    
    
    
    9,565,963
    
    
    
    9,620,362
    
    
    
    9,486,288Net Income Per Share of Common Stock
    
    $
    1.07
    
    
    $
    0.18
    
    
    $
    0.01
    
    
    $
    0.51
    
    
    $
    0.32Diluted:Weighted Average Number of Common Shares
Outstanding
    
    
    10,001,307
    
    
    
    10,031,008
    
    
    
    10,027,666
    
    
    
    9,965,786
    
    
    
    9,769,922Net Income Per Share of Common Stock
    
    $
    1.04
    
    
    $
    0.17
    
    
    $
    0.01
    
    
    $
    0.49
    
    
    $
    0.32
  8




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE YEAR ENDED MARCH 31, 2008, THE THREE MONTHS ENDED MARCH 31, 2007 AND THE YEARS ENDED
 DECEMBER 31, 2006 AND 2005
 Series A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid In
    
    
    Treasury
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    EquityBalance at December 31, 2004
    
    
    
    
    
    $
    
    
    
    
    9,520,198
    
    
    $
    9,520
    
    
    $
    42,527,862
    
    
    $
    (396,304
    )
    
    $
    1,984,484
    
    
    $
    44,125,562Issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    
    
    
    
    23,134
    
    
    
    23
    
    
    
    184,106
    
    
    
    
    
    
    
    
    
    
    
    184,129Issuance of restricted stock pursuant to the Companys
restricted stock bonus program
    
    
    
    
    
    
    
    
    
    
    56,197
    
    
    
    56
    
    
    
    641,052
    
    
    
    
    
    
    
    
    
    
    
    641,108Income tax benefit from the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,344
    
    
    
    
    
    
    
    
    
    
    
    80,344Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,078,492
    
    
    
    3,078,492Balance at December 31, 2005
    
    
    
    
    
    
    
    
    
    
    9,599,529
    
    
    
    9,599
    
    
    
    43,433,364
    
    
    
    (396,304
    )
    
    
    5,062,976
    
    
    
    48,109,635Issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    
    
    
    
    244,965
    
    
    
    245
    
    
    
    2,479,671
    
    
    
    
    
    
    
    
    
    
    
    2,479,916Issuance of restricted stock pursuant to the Companys
restricted stock program
    
    
    
    
    
    
    
    
    
    
    103,258
    
    
    
    104
    
    
    
    1,342,960
    
    
    
    
    
    
    
    
    
    
    
    1,343,064Income tax benefit from the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,077,402
    
    
    
    
    
    
    
    
    
    
    
    1,077,402Stock option expense pursuant to SFAS 123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,800
    
    
    
    
    
    
    
    
    
    
    
    150,800Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,926,628
    
    
    
    4,926,628Balance at December 31, 2006
    
    
    
    
    
    
    
    
    
    
    9,947,752
    
    
    
    9,948
    
    
    
    48,484,197
    
    
    
    (396,304
    )
    
    
    9,989,604
    
    
    
    58,087,445Issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    
    
    
    
    27,333
    
    
    
    27
    
    
    
    251,790
    
    
    
    
    
    
    
    
    
    
    
    251,817Issuance of restricted stock pursuant to the Companys
restricted stock program
    
    
    
    
    
    
    
    
    
    
    104,232
    
    
    
    104
    
    
    
    287,819
    
    
    
    
    
    
    
    
    
    
    
    287,923Income tax benefit from the exercise of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,717
    
    
    
    
    
    
    
    
    
    
    
    80,717Stock option expense pursuant to SFAS 123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,693
    
    
    
    
    
    
    
    
    
    
    
    17,693Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,709,231
    
    
    
    1,709,231Balance at March 31, 2007
    
    
    
    
    
    
    
    
    
    
    10,079,317
    
    
    
    10,079
    
    
    
    49,122,216
    
    
    
    (396,304
    )
    
    
    11,698,835
    
    
    
    60,434,826
  9




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE YEAR ENDED MARCH 31, 2008, THE THREE MONTHS ENDED MARCH 31, 2007 AND THE YEARS ENDED
DECEMBER 31, 2006 AND 2005
(CONTINUED)
 Series A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid In
    
    
    Treasury
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    EquityIssuance 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
    
    
    $
    65,552,221
  10




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2006
(UNAUDITED)
 Series A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid In
    
    
    Treasury
    
    
    Retained
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    EquityBalance at December 31, 2005
    
    
    
    
    
    $
    
    
    
    
    9,599,529
    
    
    $
    9,599
    
    
    $
    43,433,364
    
    
    $
    (396,304
    )
    
    $
    5,062,976
    
    
    $
    48,109,635Issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    
    
    
    
    117,765
    
    
    
    118
    
    
    
    1,256,264
    
    
    
    
    
    
    
    
    
    
    
    1,256,382Issuance of restricted stock pursuant to the Companys
restricted stock program
    
    
    
    
    
    
    
    
    
    
    100,188
    
    
    
    100
    
    
    
    923,871
    
    
    
    
    
    
    
    
    
    
    
    923,971Stock option expense pursuant to SFAS 123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,967
    
    
    
    
    
    
    
    
    
    
    
    54,967Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,760
    
    
    
    96,760Balance at March 31, 2006
    
    
    
    
    
    $
    
    
    
    
    9,817,482
    
    
    $
    9,817
    
    
    $
    45,668,466
    
    
    $
    (396,304
    )
    
    $
    5,159,736
    
    
    $
    50,441,715
  11




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEAR ENDED MARCH 31, 2008, THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (UNAUDITED),
 AND THE YEARS ENDED DECEMBER 31, 2006 AND 2005
 Year ended
    
    
    Three months ended March 31,
    
    
    Years ended December 31,March 31,
    
    
    
    
    
    
    (Unaudited)2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005Cash Flows From Operating ActivitiesNet income
    
    $
    10,427,539
    
    
    $
    1,709,231
    
    
    $
    96,760
    
    
    $
    4,926,628
    
    
    $
    3,078,492Adjustments to reconcile net income to net cash provided
(used) by operating activities:Depreciation
    
    
    1,057,299
    
    
    
    491,520
    
    
    
    138,429
    
    
    
    630,599
    
    
    
    345,761Amortization
    
    
    149,130
    
    
    
    40,346
    
    
    
    48,448
    
    
    
    170,691
    
    
    
    83,415Provision for bad debts
    
    
    (219,654
    )
    
    
    18,335
    
    
    
    (277,443
    )
    
    
    (232,219
    )
    
    
    87,675Deferred income taxes
    
    
    2,484,214
    
    
    
    539,333
    
    
    
    (9,348
    )
    
    
    1,540,738
    
    
    
    (88,142
    )Common stock issued for compensation
    
    
    1,542,106
    
    
    
    386,333
    
    
    
    978,938
    
    
    
    2,571,266
    
    
    
    641,108Changes in assets and liabilities:Accounts receivable
    
    
    (3,614,627
    )
    
    
    15,598,763
    
    
    
    20,667,204
    
    
    
    6,312,460
    
    
    
    (17,655,917
    )Insurance receivable
    
    
    2,125,000
    
    
    
    (797,033
    )
    
    
    
    
    
    
    3,397,033
    
    
    
    (4,800,000
    )Interest receivable
    
    
    10,287
    
    
    
    (37,937
    )
    
    
    (43,401
    )
    
    
    78,279
    
    
    
    (66,875
    )Income tax receivable
    
    
    1,370,277
    
    
    
    
    
    
    
    
    
    
    
    (1,370,277
    )
    
    
    Inventories
    
    
    3,928,868
    
    
    
    1,326,416
    
    
    
    (2,723,980
    )
    
    
    (7,982,209
    )
    
    
    (1,561,701
    )Prepaid expenses and other
    
    
    (1,186,014
    )
    
    
    169,532
    
    
    
    81,644
    
    
    
    58,767
    
    
    
    (8,254
    )Accounts payable
    
    
    (1,276,672
    )
    
    
    (12,729,552
    )
    
    
    (4,303,561
    )
    
    
    6,572,454
    
    
    
    4,042,335Accrued expenses
    
    
    3,359,230
    
    
    
    (3,175,957
    )
    
    
    (3,459,475
    )
    
    
    (4,546,972
    )
    
    
    3,471,133Legal liability
    
    
    55,000
    
    
    
    (126,500
    )
    
    
    (12,000,000
    )
    
    
    (12,073,500
    )
    
    
    13,245,000Sales returns and allowances
    
    
    (1,119,499
    )
    
    
    (340,830
    )
    
    
    (1,206,721
    )
    
    
    (1,148,432
    )
    
    
    1,275,292Net Cash Provided (Used) By Operating Activities
    
    
    19,092,484
    
    
    
    3,072,000
    
    
    
    (2,012,506
    )
    
    
    (1,094,694
    )
    
    
    2,089,322Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (800,877
    )
    
    
    (310,750
    )
    
    
    (67,193
    )
    
    
    (4,997,736
    )
    
    
    (1,867,296
    )Deposits and other
    
    
    (436,586
    )
    
    
    (16,500
    )
    
    
    (38,974
    )
    
    
    802,846
    
    
    
    (788,119
    )Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500,000
    
    
    
    Net Cash Provided (Used) By Investing Activities
    
    
    (1,237,463
    )
    
    
    (327,250
    )
    
    
    (106,167
    )
    
    
    305,110
    
    
    
    (2,655,415
    )Cash Flows From Financing Activities:Proceeds from borrowing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000,000
    
    
    
    Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,000,000
    )
    
    
    Debt issuance costs
    
    
    (14,288
    )
    
    
    
    
    
    
    (2,939
    )
    
    
    (9,381
    )
    
    
    (45,851
    )Issuance of common stock
    
    
    611,143
    
    
    
    251,817
    
    
    
    1,256,382
    
    
    
    2,479,916
    
    
    
    184,129Purchase of treasury stock
    
    
    (7,463,393
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Cash (Used) Provided By Financing Activities
    
    
    (6,866,538
    )
    
    
    251,817
    
    
    
    1,253,443
    
    
    
    2,470,535
    
    
    
    138,278Net Increase (Decrease) in Cash and Cash
Equivalents
    
    
    10,988,483
    
    
    
    2,996,567
    
    
    
    (856,230
    )
    
    
    1,680,951
    
    
    
    (427,815
    )Cash and Cash Equivalents at Beginning of Period
    
    
    16,944,189
    
    
    
    13,947,622
    
    
    
    12,266,671
    
    
    
    12,266,671
    
    
    
    12,694,486Cash and Cash Equivalents at End of Period
    
    $
    27,932,672
    
    
    $
    16,944,189
    
    
    $
    11,401,441
    
    
    $
    13,947,622
    
    
    
    12,266,671Supplemental Disclosure of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    115,222
    
    
    $
    Income taxes
    
    
    
    
    
    
    
    
    
    
    860,790
    
    
    
    2,021,243
    
    
    
    814,164Supplemental Disclosure of Noncash Financing Activities:Retirement of treasury stock
    
    $
    315,149
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  12




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Organization
   Principles of Consolidation
  Change of Fiscal Year
  Cash and Cash Equivalents
  Accounts Receivable and Allowance for Doubtful Accounts
  13




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Inventories
  Property and Equipment
  Classification
    
    Useful Life in YearsMachine tooling and manufacturing equipment
    
    
    3-7Office furniture and computer equipment
    
    
    3-5Laboratory equipment and furniture
    
    
    3-5Leasehold improvements
    
    
    2-5
  Long-Lived Assets
   Intangible Assets
   14




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Revenue Recognition
  Stock-Based Compensation
  , .
   15




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Net income applicable to common shareholders, as reported
    
    $
    3,078,492Add stock-based employee compensation expense included in net
earnings, net of tax
    
    
    Less stock-based employee compensation expense determined under
fair value based methods for all awards, net of related tax
effects
    
    
    1,546,183Proforma Net Income
    
    $
    1,532,309Net income per share of common stock:Basic:As reported
    
    $
    0.32Pro forma
    
    $
    0.16DilutedAs reported
    
    $
    0.32Pro forma
    
    $
    0.16
  2005Risk-free interest rate
    
    
    3.66
    %Expected life
    
    5.00 yearsExpected volatility
    
    
    61.40
    %Expected dividend yield
    
    
    0
    %
  Comprehensive Income
  Shipping and Handling Costs
  Income Taxes
  16




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Research and Development
  Marketing and Advertising
  Net Income Per Share of Common Stock
   Year Ended March 31,
    
    
    Three Months Ended March 31,
    
    
    Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005Net income applicable to common shareholders
    
    $
    10,427,539
    
    
    $
    1,709,231
    
    
    $
    96,760
    
    
    $
    4,926,628
    
    
    $
    3,078,492Weighted average common shares outstanding
 Basic
    
    
    9,704,579
    
    
    
    9,749,162
    
    
    
    9,565,963
    
    
    
    9,620,362
    
    
    
    9,486,288Dilutive securities
    
    
    296,728
    
    
    
    281,846
    
    
    
    461,703
    
    
    
    345,424
    
    
    
    283,634Weighted average common shares outstanding
 Diluted
    
    
    10,001,307
    
    
    
    10,031,008
    
    
    
    10,027,666
    
    
    
    9,965,786
    
    
    
    9,769,922Net Income per common share:Basic
    
    $
    1.07
    
    
    $
    0.18
    
    
    $
    .01
    
    
    $
    0.51
    
    
    $
    0.32Diluted
    
    $
    1.04
    
    
    $
    0.17
    
    
    $
    .01
    
    
    $
    0.49
    
    
    $
    0.32
 Estimates
  Recently Issued Accounting Standards
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes.
 17




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value Measurements ,
 Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
 The Fair Value Option for Financial Assets
and Financial Liabilities: Including an amendment of FASB Statement No. 115
 Business Combinations Accounting for Costs Associated with Exit or Disposal Activities,
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 18




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 2. Inventories
  March 31,
    
    
    March 31,2008
    
    
    2007Raw materials and packaging
    
    $
    3,887,906
    
    
    $
    4,391,903Finished goods
    
    
    7,642,154
    
    
    
    11,067,025Total
    
    $
    11,530,060
    
    
    $
    15,458,928
 3. Current Notes Payable
  4. Reserves
  AdditionsBalance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    
    
    
    
    End ofDescription
    
    Period
    
    Expenses
    
    Deductions
    
    PeriodReserves for Sales Returns and AllowancesDecember 31, 2005
    
    $
    2,605,260
    
    
    $
    11,796,458
    
    
    $
    10,521,166
    
    
    $
    3,880,552December 31, 2006
    
    
    3,880,552
    
    
    
    14,871,924
    
    
    
    16,020,356
    
    
    
    2,732,120March 31, 2007
    
    
    2,732,120
    
    
    
    2,909,400
    
    
    
    3,250,230
    
    
    
    2,391,290March 31, 2008
    
    
    2,391,290
    
    
    
    15,432,925
    
    
    
    16,699,644
    
    
    
    1,124,571AdditionsBalance at
    
    Charged to
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    
    
    
    
    End ofDescription
    
    Period
    
    Expenses
    
    Deductions
    
    PeriodAllowance for Doubtful AccountsDecember 31, 2005
    
    $
    555,240
    
    
    $
    92,568
    
    
    $
    4,893
    
    
    $
    642,915December 31, 2006
    
    
    642,915
    
    
    
    97,286
    
    
    
    329,505
    
    
    
    410,696March 31, 2007
    
    
    410,696
    
    
    
    18,827
    
    
    
    492
    
    
    
    429,031March 31, 2008
    
    
    429,031
    
    
    
    20,676
    
    
    
    240,330
    
    
    
    209,377
 5. Income Taxes
  19




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Year Ended March 31,
    
    
    Three Months Ended March 31,
    
    
    Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005Current:Federal
    
    $
    2,094,047
    
    
    $
    66,041
    
    
    $
    60,281
    
    
    $
    881,511
    
    
    $
    1,107,248State
    
    
    390,167
    
    
    
    18,548
    
    
    
    8,265
    
    
    
    190,554
    
    
    
    394,137Total
    
    
    2,484,214
    
    
    
    84,589
    
    
    
    68,546
    
    
    
    1,072,065
    
    
    
    1,501,385Deferred:Federal
    
    
    3,013,768
    
    
    
    504,901
    
    
    
    
    
    
    
    1,137,312
    
    
    
    131,506State
    
    
    539,505
    
    
    
    34,431
    
    
    
    
    
    
    
    403,426
    
    
    
    36,943Total
    
    
    3,553,273
    
    
    
    539,332
    
    
    
    
    
    
    
    1,540,738
    
    
    
    168,449Total Provision For Income Taxes
    
    $
    6,037,487
    
    
    $
    623,921
    
    
    $
    68,546
    
    
    $
    2,612,803
    
    
    $
    1,332,936
  Year Ended March 31,
    
    
    Three Months Ended March 31,
    
    
    Years Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2006
    
    
    2005Federal statutory rate
    
    
    34
    %
    
    
    34
    %
    
    
    34
    %
    
    
    34
    %
    
    
    34
    %State income taxes, net of federal benefits
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5
    
    
    
    5Current period tax credits
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (11
    )Charitable contributions
    
    
    (1
    )
    
    
    (12
    )
    
    
    
    
    
    
    (3
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    2Net operating loss carryover
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    37
    %
    
    
    27
    %
    
    
    41
    %
    
    
    34
    %
    
    
    30
    %
  2008
    
    
    2007Current deferred tax assetsNet operating loss carryforwards
    
    $
    
    
    
    $
    555,600Reserves and accrued expenses
    
    
    718,800
    
    
    
    1,165,000Charitable contributions carryforward
    
    
    
    
    
    
    1,047,300Accrued legal liabilities
    
    
    423,500
    
    
    
    402,300Reserve for bad debts
    
    
    80,600
    
    
    
    165,200Research and development credit
    
    
    
    
    
    
    140,000Inventory valuation reserve
    
    
    516,590
    
    
    
    733,205Total current deferred tax assets
    
    
    1,739,490
    
    
    
    4,208,600Current deferred tax liabilitiesAccrued receivable
    
    
    
    
    
    
    (847,000
    )Net current deferred tax assets
    
    $
    1,739,490
    
    
    $
    3,361,605Non-current deferred tax assetsRestricted stock compensation
    
    
    828,500
    
    
    
    980,200Other
    
    
    
    
    
    
    18,062Total non-current deferred tax assets
    
    $
    828,500
    
    
    $
    998,262Non-current deferred tax liabilitiesAmortization of intangible assets
    
    
    (2,463,827
    )
    
    
    (2,058,900
    )Depreciation
    
    
    (387,100
    )
    
    
    (99,690
    )Total non-current deferred tax liabilities
    
    
    (2,850,927
    )
    
    
    (2,158,590
    )Net non-current deferred tax liabilities
    
    $
    (2,022,427
    )
    
    $
    (1,160,328
    )
 20




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     6. Preferred Stock
  7. Stockholders Equity
 Stock Repurchase Plan
  Shareholder Rights Plan
   21




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Directors Restricted Stock Purchase Program
  8. Stock Options
 2001 Long-Term Incentive Plan
   Weighted-
    
    
    Weighted-AverageAverage
    
    
    Remaining Contractual
    
    
    Aggregate IntrinsicOptions
    
    Shares
    
    
    Exercise Price
    
    
    Term
    
    
    ValueOptions outstanding at March 31, 2007
    
    
    653,901
    
    
    $
    12.47Granted
    
    
    -Exercised
    
    
    (59,767
    )
    
    
    10.23Cancelled
    
    
    (45,000
    )
    
    
    17.90Options outstanding at March 31, 2008
    
    
    549,134
    
    
    $
    12.27
    
    
    2.88 years
    
    $
    1,881,576Exercisable at March 31, 2008
    
    
    549,134
    
    
    $
    12.27
    
    
    2.88 years
    
    $
    1,881,576
 22




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     Weighted-Average Grant-Shares
    
    
    Date Fair ValueNonvested at March 31, 2007
    
    
    260,620
    
    
    $
    16.68Granted
    
    
    61,510
    
    
    
    15.77Vested
    
    
    (118,301
    )
    
    
    14.67Forfeited
    
    
    (2,750
    )
    
    
    20.58Nonvested at March 31, 2008
    
    
    201,079
    
    
    $
    17.45
    Other Stock Option Information
  Options Outstanding
    
    Options ExercisableWeightedAverage
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    WeightedRange of
    
    Number
    
    Contractual Life
    
    Exercise
    
    Number
    
    AverageExercise Prices
    
    Outstanding
    
    in Years
    
    Price
    
    Exercisable
    
    Exercise Price$  7.00  $10.00
    
    
    205,134
    
    
    
    2.36
    
    
    $
    8.39
    
    
    
    205,134
    
    
    $
    8.39$10.00  $13.00
    
    
    167,000
    
    
    
    3.63
    
    
    $
    11.05
    
    
    
    167,000
    
    
    $
    11.05$17.00  $19.00
    
    
    177,000
    
    
    
    2.79
    
    
    $
    17.92
    
    
    
    177,000
    
    
    $
    17.92
 Compensation Expense
 , .
  23




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   9. Commitments and Contingencies
 Leases
  Year EndingMarch 31,
    
    Leases2009
    
    $
    416,1272010
    
    
    523,2572011
    
    
    537,7032012
    
    
    517,3742013
    
    
    459,229Thereafter
    
    
    115,649Total Minimum Lease Payments
    
    $
    2,569,339
  Officer Indemnification
  Litigation
   24




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Product Liability
    Litigation Reserves
  25




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Securities Litigation Matters
  Third-Party
Manufacturers
  10. Employee Benefit Plan
  11. Concentration of Credit Risk and Major Customers
    26




---



##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Year ended
    
    3 months ended
    
    3 months ended
    
    Year ended
    
    Year endedMarch 31, 2008
    
    March 31, 2007
    
    March 31, 2006
    
    December 31, 2006
    
    December 31, 2005Wal-Mart
    
    
    23.5
    %
    
    
    12.1
    %
    
    
    29.9
    %
    
    
    26.3
    %
    
    
    20.5
    %Walgreens
    
    
    13.3
    %
    
    
    *
    
    
    
    *
    
    
    
    12.6
    %
    
    
    14.6
    %CVS
    
    
    11.8
    %
    
    
    11.9
    %
    
    
    *
    
    
    
    12.3
    %
    
    
    *
 
 *
    
    Less than 10% 12. Fair Value of Financial Instruments
  March 31, 2008
    
    March 31, 2007Carrying
    
    Estimated
    
    Carrying
    
    EstimatedAmount
    
    Fair Value
    
    Amount
    
    Fair ValueFiancial AssetsCash and cash equivalents
    
    $
    27,932,672
    
    
    $
    27,932,672
    
    
    $
    16,944,189
    
    
    $
    13,947,622Restricted cash
    
    $
    500,000
    
    
    $
    500,000
    
    
    $
    500,000
    
    
    $
    500,000Financial LiabilitiesLong-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  13. Selected Quarterly Financial Data (Unaudited)
  Fiscal Year 2008 Quarters Ended:June 30, 2007
    
    Sept. 30, 2007
    
    Dec. 31, 2007
    
    March 31, 2008Net sales
    
    $
    8,573,428
    
    
    $
    28,575,748
    
    
    $
    30,801,567
    
    
    $
    33,021,641Gross profit
    
    
    5,738,074
    
    
    
    18,999,407
    
    
    
    19,741,404
    
    
    
    22,001,400Net income (loss) from operations
    
    
    (1,971,194
    )
    
    
    10,172,715
    
    
    
    (1,176,811
    )
    
    
    8,786,894Net income (loss) per basic share
    
    
    (0.11
    )
    
    
    0.65
    
    
    
    (0.07
    )
    
    
    0.60Net income (loss) per diluted share
    
    
    (0.11
    )
    
    
    0.63
    
    
    
    (0.07
    )
    
    
    0.59Net income (loss)
    
    
    (1,062,906
    )
    
    
    6,409,228
    
    
    
    (635,161
    )
    
    
    5,715,568
 27




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##### 



MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Transition Period 
Ended:March 31, 2007Net sales
    
    $
    19,045,754Gross profit
    
    
    11,998,099Net income (loss) from operations
    
    
    2,129,778Net income (loss) per basic share
    
    
    0.18Net income (loss) per diluted share
    
    
    0.17Net income (loss)
    
    
    1,709,231
 Fiscal Year 2006 Quarters:March 31, 2006
    
    
    June 30, 2006
    
    
    Sept. 30, 2006
    
    
    Dec. 31, 2006Net sales
    
    $
    17,675,959
    
    
    $
    8,206,133
    
    
    $
    34,121,357
    
    
    $
    36,227,332Gross profit
    
    
    11,810,748
    
    
    
    5,801,426
    
    
    
    22,967,447
    
    
    
    23,205,681Net income (loss) from operations
    
    
    (8,606
    )
    
    
    (3,640,175
    )
    
    
    11,908,178
    
    
    
    (1,105,172
    )Net income (loss) per basic share
    
    
    0.01
    
    
    
    (0.19
    )
    
    
    0.74
    
    
    
    (0.05
    )Net income (loss) per diluted share
    
    
    0.01
    
    
    
    (0.19
    )
    
    
    0.72
    
    
    
    (0.05
    )Net income (loss)
    
    
    96,760
    
    
    
    (1,857,796
    )
    
    
    7,150,370
    
    
    
    (462,705
    )
 28




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##### 



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (cont.)
 (a)2. Financial Statement Schedules
  (a)3. Exhibits
 Exhibit No.
    
    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
    
    Confidentiality and Non-Competition Agreement among the Registrant, Gel Tech, L.L.C.
(now Zicam, LLC), Zensano, Inc., Zengen, Inc. and certain other individuals (4)10.2
    
    *2001 Stock Incentive Plan (5)10.2.1
    
    *Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan Grant of Incentive
Stock Option (7)10.2.2
    
    *Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan Restricted Stock
Program Agreement (14)10.2.3
    
    Form of Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan Restricted Stock
Program Agreement (Directors) (13)10.2.4
    
    First Amendment to the Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan
Restricted Stock Program Agreements between the Registrant and Edward Walsh dated
October 18, 2006 (13)10.2.5
    
    First Amendment to the Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan
Restricted Stock Program Agreements between the Registrant and Edward Faber dated
October 18, 2006 (13)10.3
    
    *Summary of Matrixx Initiatives, Inc. Director Restricted Stock Purchase Program (3)10.4
    
    Manufacturing Agreement with BioZone Laboratories (6)10.5
    
    Amended and Restated Credit Agreement dated September 27, 2005 among the Registrant,
Zicam, LLC and Comerica Bank (9)10.6.1
    
    Amendment Number One to Amended and Restated Credit Agreement and Waiver dated
March 9, 2006 among the Registrant, Zicam LLC and Comerica Bank (15)10.6.2
    
    Amendment Number Two to Amended and Restated Credit Agreement dated June 27, 2007
among the Registrant, Zicam LLC and Comerica Bank (15)10.6.3
    
    Replacement Secured Promissory Note dated June 27, 2007 among the Registrant, Zicam,
LLC and Comerica Bank (15)10.6.4
    
    Amended and Restated Security Agreement dated September 27, 2005 among the
Registrant, Zicam, LLC and Comerica Bank (9)10.6.5
    
    Security Agreement and Collateral Assignment of Limited Liability Company Interests dated September 27, 2005 between Registrant and
Comerica Bank (9)
 29




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##### 



Exhibit No.
    
    Title10.6.6
    
    Amended and Restated Intellectual Property Security Agreement dated September 27, 2005 between Registrant and Comerica Bank (9)10.6.7
    
    Amended and Restated Intellectual Property Security Agreement dated September 27, 2005 between Zicam, LLC and Comerica Bank (9)10.6.8
    
    Security Agreement dated June 27, 2007 between Matrixx Oral Care, LLC and Comerica Bank (15)10.7
    
    Form of Change of Control Agreement between Registrant and Registrants Executive Officers (15)10.8
    
    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)10.9
    
    Settlement Agreement dated January 19, 2006 among the Registrant and the various plaintiffs in the consolidated products liability
litigation (12)10.10
    
    *Amended and Restated Employment Agreement dated October 18, 2006 among Registrant and Carl J. Johnson (13)10.11
    
    *Insurance Agreement dated October 18, 2006 between the Registrant and William J. Hemelt (13)21
    
    **Subsidiaries of the Registrant23.1
    
    **Consent of Mayer Hoffman McCann P.C., independent registered public accounting firm31.1
    
    **Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    **Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    ***Certification of CEO pursuant to 18 U.S.C. Section 135032.2
    
    ***Certification of CFO pursuant to 18 U.S.C. Section 1350
 
 *
    
    Indicates management compensatory contract, plan or arrangement.**
    
    Filed with this Form 10-K/A.***
    
    Furnished with this Form 10-K/A.(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.(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. 30




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##### 



(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 8-K filed January 19, 2006, 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. 31




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##### 



SIGNATURES
  MATRIXX INITIATIVES, INC.By:
    /s/ Carl J. JohnsonCarl J. JohnsonPresident and Chief Executive Officer 32




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##### 



Exhibit Index
 Exhibit No.
    
    Title21
    
    **Subsidiaries of the Registrant23.1
    
    **Consent of Mayer Hoffman McCann P.C., independent registered public accounting firm31.1
    
    **Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    **Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    **Certification of CEO pursuant to 18 U.S.C. Section 1350.32.2
    
    **Certification of CFO pursuant to 18 U.S.C. Section 1350.
 
 **
    
    Filed with this Form 10-K/A.***
    
    Furnished with this Form 10-K/A. 33