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: May 17, 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))



ITEM 8.01 OTHER EVENTS.

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.

Currently,  the  site  has been prepared and the operator has secured a rig on a
turnkey  basis.  All parties and investors are subject to rig availability based
on its previous commitments.

On  April  14, 2011, the Company entered into a Letter Agreement to enter into a
Joint  Venture Partnership engaging in the trading and processing of plastic and
metal  resources.  Subsequently,  the  Company  has  met  with and continued the
pursuit  of  such endeavor with its counterparts in Central and South America to
secure  contracts  as  planned.  The  Company  anticipates  closing on the joint
venture and subsequent contracts within 30 to 45 days.


                                   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

________5/17/2011_____________________________
Date