**Exhibit
      31.01**




I,
      Catherine Thompson, certify that:





1.  I
      have
      reviewed this quarterly report on Form 10-QSB of MATRIXX RESOURCE HOLDINGS,
      INC.;




2.  Based
      on
      my knowledge, this quarterly report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this quarterly report;





3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this quarterly report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this quarterly report;




4. The
        registrant's other certifying officers and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act
        Rules 13a - 15(e) and 15d - 15(e)) for the registrant and we have:


a.
      designed such disclosure controls and procedures or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this quarterly report is being prepared;





b.
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this quarterly report and our conclusions about
      the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this quarterly report based on such evaluation; and




c.
      disclosed in this quarterly report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's most
      recent fiscal quarter (the registrant's fourth fiscal quarter in the case of
      an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant's internal control over financial reporting;




5.  The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant's auditors and the audit committee of the registrant's board of
      directors (or persons performing the equivalent function):


a.
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which is reasonably likely to
      adversely affect the registrant's ability to record, process, summarize and
      report financial information; and




b.
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls over financial
      reporting.




Date:
      November 20, 2006





/s/
      Catherine Thompson


Catherine
      Thompson


Interim
      Chief Executive Officer and


Chief
      Financial Officer