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

~~SECURITIES~~FORM 8-K ~~AND~~CURRENT ~~EXCHANGE COMMISSION~~REPORT

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: ~~June~~March 2717, ~~2007~~2009 Commission File Number: 001-07894

Commission File Number: 001-07894


Matrixx Resource Holdings Group, Inc.

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

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

~~Matrixx Resource~~11601 ~~Holdings,~~Wilshire ~~Inc~~Blvd. Ste. 500, Los Angeles, CA 90025 (Former address of principal executive offices)

~~Delaware 95~~Registrant’s telephone number, including area code: (310) 745-~~2312900~~9163

(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

11601 Wilshire Blvd. Ste. 500, Los Angeles, CA 90025

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(310) 235-1479

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))

~~[ ] Soliciting~~Section ~~material~~1 ~~pursuant to Rule 14a~~-12 ~~under~~Registrant’s ~~the~~Business ~~Exchange~~and ~~Act (17 CFR 240.14a-12)~~Operations

~~[ ] Pre-commencement~~Item ~~communications~~8.01 ~~pursuant~~Other ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Events.~~14d-2(b))~~

~~[ ] Pre-commencement~~Matrixx ~~communications~~Resource ~~pursuant~~Holdings, Inc. has engaged in negotiations to ~~Rule~~obtain ~~13e-4(c)~~financing ~~under~~for the ~~Exchange Act (17~~purpose ~~CFR~~of ~~240~~acquiring one or more minority interests in Oil and Gas properties.~~13e-4(c))~~ In addition, Matrixx will use the proceeds to complete its audits and furnish the Company’s annual reports for the fiscal 2007 and 2008.

~~Item 8~~The Company is currently preparing its quarterly and annual reports.01 ~~Other~~Once ~~Events~~complete and audited, Matrixx will submit the reports on the EDGAR system and become compliant in the Company’s reporting requirements. Matrixx then anticipates its common stock will become eligible to be reinstated on the OTC Bulletin Board. Concurrently, Matrixx has identified and is working on acquiring minority interests in Oil and Gas properties. Information on these properties will be announced at a later date when the information becomes available.

A. ~~Manvel Agreement~~

On August 28, 2006, the Registrant, a Delaware corporation (“Matrixx” or the “Company”), reached an agreement with Texhoma Energy, Inc. (“Texhoma”) for the acquisition of a majority working interest in two wells located in Brazoria County, Texas (the “Manvel Agreement”). Pursuant to the terms of the Manvel Agreement, the Company was to receive a 55% working interest in the Manvel 2,000 ft. Miocene Exploration prospect for $20,000 and a 55% working interest in the Manvel 4,500 ft. Oakville Development well for $40,000.Signatures

~~Payment was~~Pursuant ~~made~~to ~~and~~the ~~closing~~requirements of the ~~Manvel~~Securities ~~transaction~~Exchange ~~occurred~~Act ~~November 2006. Subsequently~~of 1934, ~~the~~this ~~Company~~report ~~conveyed~~has abeen ~~10%~~signed ~~working~~below ~~interest~~by in the ~~Manvel~~following ~~wells~~persons ~~back~~on tobehalf ~~Texhoma~~of asthe ~~partial~~Registrant ~~payment~~and ~~for a 10% participation~~ in the ~~Sandy~~capacities ~~Point~~and ~~Prospect. Currently,~~on the ~~Company~~date ~~has yet to receive the operating agreement, assignment, or any additional documentation pertaining to such agreement~~indicated. ~~Matrixx has been seeking remedy to this transaction.~~

~~B. Clovelly Agreement~~____________________________________ Registrant

On____________________________________ ~~May~~Signatures ~~21,~~Catherine ~~2007, the Registrant reached an agreement in principal with Texhoma for the acquisition of an eleven percent interest in the Clovelly Prospect~~A. At ~~the request of Texhoma the terms and conditions of the “Agreement” were to be treated as confidential~~Thompson, ~~and were to be released subsequent to prior written approval~~CFO, ~~except as may be required by law. Payment by Matrixx to Texhoma on this transaction has yet to occur.~~Director

~~C. Manvel and Clovelly Agreements~~_____________________________________ Date

Currently, both parties are working diligently to address the aforementioned transactions. The Company’s position is to concurrently resolve both the Manvel and Clovelly agreements with Texhoma on a mutual basis.

Item 9.01 Exhibits.

10.4 Acquisition and Participation Agreement between Company and Texhoma Energy, Inc., dated August 28, 2006.

10.5 Letter Agreement between Company and Texhoma Energy, Inc. dated May 15, 2007

Signatures

Pursuant to the requirement of Section 13 and 15(d) of the SecuritiesAct of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Matrixx Resource Holdings, Inc.
	A Delaware Corporation
Date: June 27, 2007	By:	/s/ Catherine Thompson
		Catherine Thompson
		Chief Financial Officer, Secretary

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