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: January 21, 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:
                                 (917) 331-0076


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 1.01 ENTRY INTO MATERIAL DEFINATIVE AGREEMENT.

On January 20, 2011, the Registrant, a Delaware corporation ("Registrant" or the
"Company"),  entered  into  and executed a definitive agreement to acquire 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. 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 Company and Tejones provide for
closing  on  this  transaction on or before February 4th, 2011 at which time the
operator  will  begin site preparation and will commence drilling subject to the
transportation of and availability of a drilling rig.

         .
                                   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

        1/21/2011
------------------------------------------------
Date