United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

                       Date of Report: February 24, 2011

                       Commission File Number: 001-07894

                        MATRIXX RESOURCE HOLDINGS, INC.

                 Delaware                             95-2312900
      (Jurisdiction of Incorporation)      (I.R.S. Employer Identification No.)

                    2150 Latigo Canyon Rd., Malibu, CA 90265
                    (Address of principal executive offices)

                 23852 Pacific Coast Hwy, #167 Malibu, CA 90265
                (Former address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (631) 759-0653


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

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))







































                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 2.01 COMPLETION OF ACQUISITION OF ASSETS.

On  February  15,  2011, the Registrant, a Delaware corporation ("Registrant" or
the  "Company"),  finalized  and  completed  the  acquisition  of  a 25% working
interest  in  an  82.2  acre oil and gas lease known as the Sanger Heirs #1 from
Tejones  Operating  Company. Pursuant to the terms of the Agreement, the Company
purchased  a  25%  working interest in the Sanger Heirs #1 lease in exchange for
$200,000  of restricted shares of the Company. The $200,000 payment includes the
Company's  prospect  fee and dry hole costs up the casing point. The lease is an
82.2  acre  oil  and  gas  lease  in  Live  Oak  County, Texas. The terms of the
Agreement  further  obligate  the  Company to pay its proportionate share of the
completion cost of the well.

The  Sanger-Heirs (Wilcox) Prospect is located northeast of the Rhode Ranch East
Field.  This  field has produced 53 BCF of gas from the Upper Wilcox sand. The 7
Slick Sand wells produced 50.3 BCF of gas. The Rhode Ranch East Field is located
between  two  down-to-the-coast  growth  faults.  These  faults  created a large
anticline  structure  that trapped the Upper Wilcox Sand section. A second major
Upper  Wilcox  field  was  discovered northeast adjacent of the prospect in Elms
Field.  It is on strike with our prospect and East Rhode Ranch Field. The 7 best
Slick  wells  in  this  field  produced 43.6 BCF of gas. The field is similar to
Rhode  Ranch East in that it is located between two down-to-the-coast faults and
is of similar size. A third Wilcox Slick Sand field is located east and adjacent
of the prospect. This is a small field consisting of 4 wells drilled deep enough
to  test the Slick Sands. The three best wells in this field produced 7.2 BCF of
gas. This trap is an upthrown closure against the eastern most fault. There is a
structural  reversal  of  dip between this field and the Hanson-Sanger 1-B well.
This  well  traps  in  the  Slick  Sand against an up-to-the-coast fault seen on
seismic. A fourth Wilcox Slick Sand field is south of the acreage in Cloeter and
Sanger  Ranch Fields. Each field has one well, which produced in the Slick Sand.
These  two  wells  produced  3.27 BCF of gas out of an anticline bordered to the
west by a substantial up-to-the-coast fault.

The prospective anticline is bordered to the northeast by Arco-Riser #3 well and
the  M.P.S.  Prod.-Riser  #3.  The top of the Slick Sand is at -6833' and -6808'
respectively.  This  shows  a 25 foot gain of structure to the southwest. On the
southwest side of the structure the Southland-Sanger #1 well was drilled and the
top  of  the  Slick Sand came in at -6836'. This being flat to the Arco-Riser #3
well  is less than one mile to the northeast. On the east side of the drill site
there  is  a  small down-to-the-coast fault seen seismically and in the Arco and
M.P.S.  producing  wells.  East  of  this  north/south  fault  is  a substantial
up-to-the-coast  fault  seen seismically. This fault is believed to have created
the   hydrocarbon   trap  responsible  for  the  gas  production  found  in  the
Hanson-Sanger  #1-B well. The four wells previously mentioned are believed to be
on the flanks of an anticline that crests near the proposed drilling location.

The  3-D  seismic data show the structural high to be tested by this prospect to
be 62' high to the M.P.S. producer - Riser #3 well, which is the highest well on
this  anticline.  There  is  approximately  100'  of Slick Sand and about 50' of
Luling  WX  Sand found in this well. There is a high probability that Slick Sand
will  have  a  productive  column of gas of 40' to 50' of sand at the top of the
structure.  Also  the  Luling  WX  Sand could have 20 plus feet of pay sand. The
productive  Slick  Sand sections in the best producing wells of East Rhode Ranch
and Elms Fields had pay sections over 100' thick and produced 10 plus BCF of gas
per well.

The  Sanger  Heirs #1 well sits on the Wilcox Sands. Said sands in this area are
very  prolific  producers  and do not require any type of stimulation to get the
maximum  reserves from the reservoirs. Tejones expects to encounter multiple pay
zones in the aforementioned well as much as 60 to 100 feet of pay.

The  Wilcox  formation  is known to produce an average of 600 barrels of oil per
acre  foot.  For example, in 2007, the US Geological Survey estimated that there
are 110 million barrels of un-discovered oil, and approximately 3 trillion cubic
feet  of  gas and over 500 million barrels of natural gas liquids throughout the
Wilcox formation.

USGS  data  provided proving an average of 600 bbls per acre foot on 100 foot of
potential  pay over 82.2 acres provides for a potential of six million bbls over
the lifetime.







                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.


/S/ Catherine Thompson
- --------------------------------------------
Registrant


/S/ Catherine Thompson
- --------------------------------------------
Signatures
Catherine A. Thompson, CFO, Director


2/24/2011
- --------------------------------------------
Date