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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 2
 
 þ
    
    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
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to                    .
 Commission file number 001-14944
 
 MAD CATZ INTERACTIVE, INC.
 (Exact name of Registrant as specified in its charter)
 
 Canada
    
    Not Applicable(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)7480 Mission Valley Road, Suite 101San Diego, California
    
    92108(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (619) 683-9830
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, no par value
    
    American Stock ExchangeToronto Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 None
 
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  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ o þ




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EXPLANATORY NOTE:




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TABLE OF CONTENTS
 PageExplanatory NotePART II
    
    
    19A. Controls and Procedures
    
    
    1PART IV
    
    
    215. Exhibits and Financial Statement Schedules
    
    
    2Signatures
    
    
    3EXHIBIT 31.1EXHIBIT 31.2




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PART II
 
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
      1




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Changes in Internal Controls over Financial Reporting
  Remediation of Material Weakness
   
    
    We have begun to develop and implement new reporting instructions and checklists for
the newly-acquired foreign subsidiaries accounting functions.
    
    We intend to pursue alternatives to upgrade our information technology tools to
minimize the manual process currently required to record, process, summarize and report
information required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended.
    
    We will consider retaining additional senior accounting personnel with specific
responsibilities to improve the oversight and review of financial reporting.
    
    We will consider additional management reviews of manually prepared schedules.
 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
   ExhibitNumber
    
    Description31.1
    
    Certifications of Registrants Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certifications of Registrants Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
 th
 MAD CATZ INTERACTIVE, INC.By:
    /s/    Darren RichardsonDarren RichardsonPresident and Chief Executive Officer 3