UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 **FORM
        10-QSB**
 
 QUARTERLY
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        period endedMarch 31, 2007
 
 
 TRANSITION
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        transition period from  _____________to ____________.
 
 Commission
        file number 001-07894
 
 MATRIXX
        RESOURCE HOLDINGS, INC.
 (Exact
        name of registrant as specified in its charter)
 
 Delaware
              
              95-2312900(State
                  or other jurisdictionof
                  incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 11601
                  Wilshire Blvd., Ste. 500, Los Angeles, CA
              
              90025(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 (310)
        235-1479
 (Registrant’s
        Telephone Number, Including Area Code)
 
 Check
        whether the issuer: (1) filed all the reports required to be filed by Section
        13
        or 15(d) of the Exchange Act during the past 12 months (or for such shorter
        period that the registrant was required to file such reports), and (2) has
        been
        subject to such filing requirements for the past 90 days. Yes T No
o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act) Yes T No
o
 
 The
        number of outstanding shares of the issuer's common stock, $0.001 par value,
        as
        of May 10, 2007 was 278,180,426.
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o No T
   
 MATRIXX
        RESOURCE HOLDINGS, INC.
 
 INDEX
 
 PART
                  I
              -
              FINANCIAL
                  INFORMATION
              F-1ITEM
                  1.
              
              FINANCIAL
                  STATEMENTS
              F-1ITEM
                  2.
              
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION
              1ITEM
                  3.
              
              CONTROLS
                  AND PROCEDURES
              13PART
                  II
              -
              OTHER
                  INFORMATIONITEM
                  1.
              
              LEGAL
                  PROCEEDINGS
              13ITEM
                  2.
              
              UNREGISTERED
                  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
              13ITEM
                  3.
              
              DEFAULTS
                  UPON SENIOR SECURITIES
              14ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              14ITEM
                  5.
              
              OTHER
                  INFORMATION
              14ITEM
                  6.
              
              EXHIBITS
              14SIGNATURES
              
              
              15CERTIFICATIONSPART
                  I
              -
              FINANCIAL
                  INFORMATIONITEM
                  1.
              
              FINANCIAL
                  STATEMENTS(a)
              Financial
                  Statements
              Page---Balance
                  Sheets as of June 30, 2006 and March 31, 2007 (Unaudited)
              F-1Statements
                  of Operations (Unaudited) For the Three and Nine Months Ended March
                  31,
                  2006 and 2007, and from Inception (July 1, 2001) to March 31,
                  2007
              F-2Statements
                  of Cash Flows (Unaudited) For the Nine Months EndedMarch 31, 2006
                  and
                  2007, andfrom Inception (July 1, 2001) to March 31, 2007
              F-3Notes
                  to Financial Statements
              F-5
  
 
 Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Balance
        Sheets
 
 March
                  31,
              
              
              June
                  30,2007
              
              
              2006(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              -
              
              
              $
              72Accounts
                  reeivable
              
              
              -
              
              
              
              -Prepaid
                  expenses
              
              
              12,500
              
              
              
              12,500Stock
                  subscription receivable
              
              
              -
              
              
              
              146,190Other
                  assets
              
              
              967
              
              
              
              450Deferred
                  cost of acquisition, net
              
              
              -
              
              
              
              1,292,000Total
                  Current Assets
              
              
              13,467
              
              
              
              1,451,212Mineral
                  Properties
              
              
              397,000
              
              
              
              -Oil
                  and Natural Gas Properties, full cost accounting methodProved
                  property, net of amortization
              
              
              (222
              )
              
              
              -Oil
                  and Natural Gas Properties, full cost accounting methodUnproved
                  property, not currently amortized
              
              
              1,619,792
              
              
              
              -TOTAL
                  ASSETS
              
              $
              2,030,037
              
              
              $
              1,451,212LIABILITIES
                  AND STOCKHOLDERS' EQUITY / (DEFICIT)CURRENT
                  LIABILITIESBank
                  Overdraft
              
              
              475
              
              
              
              -Accounts
                  payable and accrued liabilities
              
              $
              456,700
              
              
              $
              384,420Accrued
                  liabilities - related parties
              
              
              78,682
              
              
              
              75,384Note
                  payable with accrued interest - IICG
              
              
              172,800
              
              
              
              172,800Current
                  portion of Note payable with accrued interest - Overseas
              
              
              68,769
              
              
              
              56,842Short-term
                  Loan with accrued interest - M. Avatar
              
              
              15,701
              
              
              
              14,200Short-term
                  Loan with financing fee-Cross Creek
              
              
              7,500
              
              
              
              -Total
                  Current Liabilities
              
              
              800,627
              
              
              
              703,646LONG
                  TERM LIABILITIESNote
                  payable with accrued interest - Overseas
              
              
              46,574
              
              
              
              78,713Loan
                  with accrued interest - Kuma Capital
              
              
              607,697
              
              
              
              -Total
                  Long Term Liabilities
              
              
              654,271
              
              
              
              78,713TOTAL
                  LIABILITIES
              
              
              1,454,898
              
              
              
              782,359STOCKHOLDERS'
                  EQUITY / (DEFICIT)Preferred
                  stock, $0.001 par value, 10,000,000 shares authorizedSeries
                  A Preferred stock, 100 shares, issued and outstanding
              
              
              -
              
              
              
              -Series
                  B Preferred stock, 100 shares, issued and outstanding
              
              
              -
              
              
              
              -Common
                  stock, $0.001 par value, 400,000,000 authorized 257,222,026 and
                  128,278,678 shares issued and outstanding, respectively
              
              
              257,223
              
              
              
              128,279Additional
                  paid-in capital
              
              
              20,347,984
              
              
              
              21,575,933Prepaid
                  expenses - expenses prepaid with common stock
              
              
              (23,334
              )
              
              
              (313,268
              )Escrowed
                  shares
              
              
              -
              
              
              
              (3,400,000
              )Treasury
                  stock, 1,620 shares
              
              
              (810
              )
              
              
              (810
              )Accumulated
                  deficit in the development stage
              
              
              (20,005,924
              )
              
              
              (17,321,281
              )Total
                  Stockholders' Equity (Deficit)
              
              
              575,139
              
              
              
              668,853TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
              
              
              2,030,037
              
              
              $
              1,451,212
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-1
 
 Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Statements
        of Operations
 
 For
                  the Three Months Ended
                March
                  31,
              
              
              For
                  the Nine Months Ended
                March
                  31,
              
              
              From
                  Inception
                (July
                  1, 2001) to March 31,2007
              
              
              2006
              
              
              2007
              
              
              2006
              
              
              2007(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)Oil
                  and Gas Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              3,846
              
              
              $
              -
              
              
              $
              3,846General
                  and administrative expenses
              
              
              558,911
              
              
              
              509,635
              
              
              
              2,535,575
              
              
              
              1,943,352
              
              
              $
              19,161,004Production
                  expenses
              
              
              -
              
              
              
              -
              
              
              
              352
              
              
              
              -
              
              
              
              352Depreciation,
                  Depletion, & Amortization
              
              
              -
              
              
              
              -
              
              
              
              222
              
              
              
              -
              
              
              
              222Loss
                  on abandonment of proven wells
              
              
              119,065
              
              
              
              -
              
              
              
              119,065
              
              
              
              -
              
              
              
              119,065Interest
                  expense
              
              
              15,785
              
              
              
              2,916
              
              
              
              33,275
              
              
              
              4,813
              
              
              
              56,985Loss
                  from continuing operations
              
              
              (693,761
              )
              
              
              (512,551
              )
              
              
              (2,684,643
              )
              
              
              (1,948,165
              )
              
              
              (19,333,782
              )Other
                  income and expensesGain
                  from extinguishment of debt
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              110,468Gain
                  from settlement of lawsuit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              90,415Impairment
                  of asset in deferred cost of acquisition
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (600,000
              )Net
                  Loss from continuing operations after other income and
                  expenses
              
              
              (693,761
              )
              
              
              (512,551
              )
              
              
              (2,684,643
              )
              
              
              (1,948,165
              )
              
              
              (19,732,899
              )Discontinued
                  operationsLoss
                  on disposal of Visual Interviews, Inc., less applicable income
                  taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (73,025
              )(693,761
              )
              
              
              (512,551
              )
              
              
              (2,684,643
              )
              
              
              (1,948,165
              )
              
              
              (19,805,924
              )Provision
                  for loss on related parties notes receivable
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (200,000
              )Net
                  loss
              
              $
              (693,761
              )
              
              $
              (512,551
              )
              
              $
              (2,684,643
              )
              
              $
              (1,948,165
              )
              
              $
              (20,005,924
              )Basic
                  weighted average number of common shares outstanding
              
              
              190,586,500
              
              
              
              56,660,888
              
              
              
              222,872,534
              
              
              
              45,751,751Net
                  loss per common shareBasic
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.04
              )
  The
        accompanying notes are an integral part of these financial
        statements.
  F-2
 
 Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Statements
        of Cashflows
 
 For
                  the Nine Months Ended
                March
                  31,
              
              
              From
                  Inception
                (July
                  1, 2001) to March 31,2007
              
              
              2006
              
              
              2007(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (2,684,643
              )
              
              $
              (1,948,165
              )
              
              $
              (20,005,924
              )Adjustments
                  to reconcile net loss to net provided by operating
                  activitiesNon-cash
                  adjustments:Effect
                  of Merger
              
              
              -
              
              
              
              -
              
              
              
              (27,717
              )Provision
                  for loss on receivable received in merger
              
              
              -
              
              
              
              -
              
              
              
              200,000Issuance
                  of stock for services
              
              
              2,250,184
              
              
              
              1,697,777
              
              
              
              12,544,517Gain
                  from extinguishment of debt
              
              
              -
              
              
              
              -
              
              
              
              (110,468
              )Gain
                  from settlement of lawsuit
              
              
              -
              
              
              
              -
              
              
              
              (90,415
              )Issuance
                  of stock for Accrued liabilities - related parties
              
              
              -
              
              
              
              -
              
              
              
              175,034Issuance
                  of stock for Note payable with accrued interest
              
              
              -
              
              
              
              -
              
              
              
              42,371Issuance
                  of stock for Subscription receivable
              
              
              810
              
              
              
              -
              
              
              
              13,994Issuance
                  of stock for Cost of Inducement
              
              
              -
              
              
              
              -
              
              
              
              5,515,613Issuance
                  of stock for Finance fee
              
              
              50,000
              
              
              
              -
              
              
              
              50,000Impairment
                  of Hazard Property
              
              
              -
              
              
              
              -
              
              
              
              600,000Changes
                  in:Other
                  Assets
              
              
              (516
              )
              
              
              -
              
              
              
              (968
              )Prepaid
                  expenses
              
              
              289,934
              
              
              
              161,851
              
              
              
              44,166Deferred
                  cost of acquisition
              
              
              -
              
              
              
              (82,000
              )
              
              
              -Accounts
                  payable and accrued liabilities
              
              
              (177,212
              )
              
              
              1,213
              
              
              
              211,101Accrued
                  liabilities - related parties
              
              
              3,299
              
              
              
              6,981
              
              
              
              106,150Accrued
                  interest
              
              
              33,275
              
              
              
              4,813
              
              
              
              49,439NET
                  CASH USED BY OPERATING ACTIVITIES
              
              
              (234,869
              )
              
              
              (157,530
              )
              
              
              (683,108
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESCash
                  paid in advance of acquisitions
              
              
              95,000
              
              
              
              -
              
              
              
              (67,000
              )Investments
                  in Mineral Properties
              
              
              -
              
              
              
              -
              
              
              
              -Investments
                  in Oil & Natural Gas Properties, Proven, net of
                  DD&A
              
              
              222
              
              
              
              -
              
              
              
              222Investments
                  in Oil & Natural Gas Properties, Unproven
              
              
              (570,299
              )
              
              
              -
              
              
              
              (570,299
              )NET
                  CASH USED BY INVESTING ACTIVITIES
              
              
              (475,078
              )
              
              
              -
              
              
              
              (637,078
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESBank
                  overdraft
              
              
              475
              
              
              
              -
              
              
              
              475Payment
                  received on subscription receivable
              
              
              146,190
              
              
              
              145,055
              
              
              
              579,102Offering
                  costs
              
              
              -
              
              
              
              -
              
              
              
              (3,102
              )Proceeds
                  from Notes payable
              
              
              588,210
              
              
              
              12,500
              
              
              
              799,935Payments
                  on Notes payable
              
              
              (25,000
              )
              
              
              -
              
              
              
              (181,225
              )Proceeds
                  from sale of common stock
              
              
              -
              
              
              
              -
              
              
              
              125,000NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              709,874
              
              
              
              157,555
              
              
              
              1,320,185NET
                  CHANGE IN CASH
              
              
              (72
              )
              
              
              25
              
              
              
              -CASH,
                  beginning of period
              
              
              72
              
              
              
              38
              
              
              
              -CASH,
                  end of period
              
              $
              -
              
              
              $
              63
              
              
              $
              -
 
 Continued
        on F-4
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-3
 
 Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Statements
        of Cashflows
 
 SUPPLEMENTAL
                  SCHEDULE OF NON-CASH INVESTING ACTIVITIES:For
                  the Nine Months Ended
                March
                  31,2007
              
              
              2006(Unaudited)
              
              
              (Unaudited)Issuance
                  of common stock for services
              
              $
              2,226,850
              
              
              $
              1,457,461Issuance
                  of common stock for prepaid services
              
              $
              23,334
              
              
              $
              222,316Issuance
                  of common stock for subscription receivable
              
              $
              810
              
              
              $
              -Issuance
                  of common stock for finance fee
              
              $
              50,000
              
              
              $
              -Issuance
                  of a note payable for deferred acquisition cost
              
              $
              -
              
              
              $
              130,000Escrowed
                  shares used for deferred acquisition cost
              
              $
              -
              
              
              $
              1,600,000Escrowed
                  shares returned pursuant to GCCC Agreement
              
              $
              3,400,000
              
              
              $
              -
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F
            - 4
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 1.
        NATURE
        OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
        and Business
 
 Matrixx
        Resource Holdings, Inc., (“Matrixx” or "Company"), a Delaware corporation, is in
        the development stage, as defined in Financial Accounting Standards Board
        Statement No. 7. The Company's year end is June 30.
 
 The
        Company has focused efforts on identifying and evaluating business opportunities
        for acquisition or merger to provide long-term growth for its shareholders
        and
        to meet its objective of attaining a listing on a national exchange. The
        Company’s strategy is to target acquisition and investment opportunities in the
        oil and gas and natural resource exploration industries. The Company’s entry
        into the oil and gas and natural resource exploration business began on July
        14,
        2006, with the final approval and closing of the Company’s purchase of a 98%
        interest in the Hazard Lake Property, a 355-hectare gold mining property
        in the
        Red Lake District in Ontario, Canada and its purchase of a five percent interest
        in the Clovelly Prospect, an oil and gas property in the Lafourche Parish,
        Louisiana.
 
 On
        July
        14, 2006, the stockholders holding an aggregate of 58,295,528 shares of Common
        Stock, or 55.6% of the votes entitled to be cast at a meeting of the Company's
        stockholders, consented in writing i) to change the Company’s name to “Matrixx
        Resource Holdings, Inc.; ii) to approve of that certain Purchase Agreement
        by
        and between the Company and Overseas Investment Banking Alliance, S.A. dated
        October 13, 2005, to purchase the Hazard Lake Property; and iii) to approve
        of
        that certain Purchase Agreement by and between the Company and Sterling Grant
        Capital, Inc. dated November 15, 2005, to purchase a five percent interest
        in
        the Clovelly Prospect. The sole holder of all shares of Series A Convertible
        Preferred Stock and Series B Preferred Stock also consented in writing to
        the
        three proposals.
 
 There
        can
        be no assurance that the above acquisitions will be successful or that
        additional acquisitions or investments will be available to the Company at
        terms
        acceptable to the Company. Further, the exploration of oil and gas and natural
        resources is a highly risky endeavor and there can be no assurance that any
        of
        the Company’s investments will prove to be successful or
        profitable.
 
 2.
        BASIS
        OF PRESENTATION
 
 The
        accompanying unaudited financial statements have been derived from the accounts
        of Matrixx Resource Holdings, Inc. The financial statements have been prepared
        in accordance with generally accepted accounting principles for interim
        financial information and in accordance with the instructions for Form 10-QSB.
        Accordingly, they do not include all of the information and footnotes required
        by accounting principles generally accepted in the United States.
 
 In
        the
        opinion of management, the unaudited interim financial statements for thethree
        and nine months ended March 31, 2007, are presented on a basis consistent
        with
        the audited financial statements and reflect all adjustments, consisting
        only of
        normal recurring accruals, necessary for fair presentation of the results
        of
        such period. The results for the three and nine months ended March 31, 2007
        are
        not necessarily indicative of the results of operations for the full year
        ending
        June 30, 2007. These unaudited financial
  F
            - 5
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 
 2.
        BASIS
        OF PRESENTATION
 
 statements
        should be read in
        conjunction with the audited financial statements and notes thereto included
        in
        the Company's Annual Report on Form 10-KSB for the year ended June 30,
        2006.The preparation of
        the financial statements in conformity with accounting principles generally
        accepted in the United States requires management to make estimates and
        assumptions that affect the amounts reported in the financial statements.
        Actual
        results may differ from those estimates.
 
 3.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use
        of
        Estimates in Preparation of Financial Statements
 
 Management
        of the Company has made a number of estimates and assumptions relating to
        the
        reporting of assets, liabilities, revenue, expenses and disclosure of contingent
        assets and liabilities to prepare these financial statements in accordance
        with
        accounting principles generally accepted in the United States of America.
        Accordingly, actual results may differ from those estimates.
 
 Oil
        and Natural Gas Properties
 
 The
        Company accounts for its oil and gas producing activities using the full
        cost
        method of accounting as prescribed by the United States Securities and Exchange
        Commission (“SEC”). Accordingly, all costs associated with the acquisition of
        properties and exploration with the intent of finding proved oil and gas
        reserves that contribute to the discovery of proved reserves, including the
        costs of abandoned properties, dry holes, geophysical costs, and annual lease
        rentals, are capitalized. All general corporate costs are expensed as
        incurred.
 
 Amortization
        of evaluated oil and gas properties is computed on the units of production
        method based on all proved reserves on a country-by-country basis. Unevaluated
        oil and gas properties are to be assessed at least annually for impairment
        either individually or on an aggregate basis. The net capitalized costs of
        oil
        and gas properties (full cost ceiling limitation) are not to exceed the sum
        of
        the related estimated future net revenues from proved reserves discounted
        at
        10%, the lower of cost or estimated fair value of unproved properties included
        in the costs being amortized, if any, and the cost of unevaluated and unproved
        properties not being amortized, if any, net of tax considerations. These
        properties are included in the amortization pool immediately upon the
        determination that the well is dry. Unproved properties consist of lease
        acquisition costs and costs on wells currently being drilled on the properties.
        The recorded costs of the investment in unproved properties are not amortized
        until proved reserves associated with the projects can be determined or until
        they are impaired.
 
 The
        Company’s entry into the oil and gas and natural resource exploration business
        began on July 14, 2006. As of March 31, 2007, the Company has recognized
        amortization expense of $222.
  F
            - 6
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 
 3.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued from F-6)
 
 Revenue
        Recognition and Gas Balancing
 
 We
        recognize oil and gas revenues from our interests in producing wells as oil
        and
        gas is produced and sold from these wells. We use the sales method of accounting
        for gas balancing of gas production and would
 recognize
        a liability if the existing proven reserves were not adequate to cover the
        current imbalance situation. At March 31, 2007, we had no gas
        production.
 
 4.
        MINERAL PROPERTIES
 
 Hazard
        Lake Property. On October 10, 2005, the Company executed a Purchase
        Agreement (the "Hazard Agreement") with Overseas Investment Banking Alliance,
        S.A., a Panamanian corporation ("Overseas"), for the purchase of Overseas’ 98%
        interest in the Hazard Lake Property in Ontario, Canada. The Hazard Agreement
        called for an aggregate purchase price of $397,000, of which $197,000 is
        to be
        paid in cash (of which $67,000 has been prepaid), with the balance represented
        by a note for $130,000. *(See Note 10. NotePayable - Overseas).*The
        Company has also issued 2,000,000 shares of Common Stock to Overseas. These
        shares were delivered from the 12,500,000 shares issued to Garcy Co Capital
        Corp. ("GCCC") pursuant to the terms of the GCCC Agreement. (See Note 12.
        Convertible Preferred Stock).
 
 The
        Hazard Agreement valued the shares at $200,000, or $0.10 per share, based
        on the
        current market price on the date of the Hazard Agreement. However, the
        12,500,000 escrowed shares were valued at $0.40 per share when issued to
        GCCC
        and, therefore, the Company was initially required to value the 2,000,000
        shares
        transferred to Overseas at $0.40 per share for an aggregate value of $800,000,
        thus making the total purchase price to Matrixx $997,000. As a result of
        the
        Company’s recently focused attention on acquiring oil and gas properties, it was
        determined that value of the Hazard Lake Property in deferred acquisition
        cost
        was impaired. At June 30, 2006, the Company recognized a $600,000 impairment
        in
        the value of the Hazard Property. The remaining balance of $397,000 was
        transferred from Deferred Cost of Acquisition to Mineral Properties on July
        14,
        2006, the date of final approval and closing of the transaction. No additional
        investments or expenses have been incurred for the Hazard Property during
        the
        quarter ended March 31, 2007.  Further, the Company is delinquent on
        the March 15th
        installment due on the note payable to Overseas.  *(See Note 10.
        NotePayable - Overseas).*
 
 5.
        OIL
& NATURAL GAS PROPERTIES
 
 As
        described in Note 3 above, the Company utilizes the full cost accounting
        method
        for its oil and natural gas properties. As of March 31, 2007, the Company
        has
        acquired interests in several prospects. Below is a summary of unproven wells
        at
        March 31, 2007.  The Schiurring #1 well which was declared a proven
        well at December 31, 2006 is to be plugged and abandoned: due to certain
        mechanical difficulties which arose on this well.  Thus, there are no
        proven wells as of March 31, 2007.  The previously capitalized costs
        of $ 119,065 associated with the Schiurring #1 well have been expensed and
        the
        lease acquisition costs of $127,500  have been reclassified to
        unproven wells pending the outcome of the re-completion of the Schiurring
        #2
        well. The Company owes an aggregate balance of $20,304 on the Schiurring
        #1
        well which includes $16,054 for cost overages in completing the well and
        $4,250 for the costs to plug and
        abandon the Schiurring #1 well. This amount is included in accruals payable
        and
        accrued liabilities at March 31, 2007.
  F
            - 7
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 5.
        OIL
& NATURAL GAS PROPERTIES (Continued from F-7)
  The
        Company received revenues of $3,846 in December 2006 from
        the Schiurring #1 well.
  **Unproven
                    Wells**
                
                **Capitalized
                    Costs**Buck
                    Snag - Schiurring #2 well
                
                $
                268,753Clovelly
                    - Allain - LeBreton #2 well
                
                
                1,095,110Manvel
                    - Miocene well
                
                
                63,000Manvel
                    - Oakville well
                
                
                112,500Sandy
                    Point - Fite #3 well
                
                
                80,429Total,
                    Unproven wells
                
                $
                1,619,792
  
 Buck
        Snag Field - Schiurring #2 well. Drilling of the Schiurring # 2 well at the
        Buck Snag prospect initiated on November 30, 2006. The well was drilled to
        a
        total depth of 4,406 feet and completed on December 18, 2006. As of March
        31,
        2007, the Company has paid an aggregate of $141,253 for drilling and completion
        costs representing its proportionate share of all cash calls for drilling
        and
        completion on the Schiurring #2 well.  The Company owns a 42.5%
        working interest in the Buck Snag Field.
 
 Clovelly
        Prospect - Allain-LeBreton #2 well. On November 15, 2005, the Company
        executed a Letter Agreement (the “Letter Agreement”) with Sterling Grant Capital
        Inc. (formerly Sun Oil and Gas Corp.), (“Sterling”), to purchase a 5% minority
        interest in an oilprospect property. The property is the Clovelly Prospect
        (“Clovelly”) which is located in southeast Louisiana in the Lafourche
        Parish.
 
 The
        Letter Agreement called for a purchase price of $15,000 in cash and 2,000,000
        shares of common stock. The shares of common stock were issued on January
        30,
        2006 from the 12,500,000 shares issued to GCCC pursuant to the terms of the
        GCCC
        Agreement, leaving the balance of shares in escrow at 8,500,000. The Letter
        Agreement valued the shares at $100,000, or $0.05 per share, based on the
        current market
        price of the Company’s Common Stock on the date of the Letter Agreement.
        However, the 12,500,000 escrowed shares were valued at $0.40 per share when
        issued to GCCC and, therefore the Company is required to value the 2,000,000
        shares transferred to Sterling at $0.40 per share for an aggregate value
        of
        $800,000. It is possible that in the future the Company will be required
        to
        recognize an impairment in the value of its interest in the Clovelly
        investment.
 
 Drilling
        of the Allain-LeBreton No. 2 well on the Clovelly Prospect commenced on June
        19,
        2006. Cash calls for drilling and other direct costs have been made for an
        aggregate of $277,537. At March 31, 2007, the Company owes $102,660, for
        costs
        related to this well which is included in accruals payable and accrued
        liabilities.
  F
            - 8
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 5.
        OIL
& NATURAL GAS PROPERTIES (Continued from F-8)
 
 Manvel
        Prospect - Miocene well. On October 5, 2006, the Company finalized an
        Acquisition and Participation Agreement with Texhoma for the acquisition
        of a
        majority working interest in two wells (“Miocene well” and the ”Oakville well”,
        collectively the “Manvel properties”) located in Brazoria County, Texas (the
“Manvel Agreement”). Pursuant to the terms of the Manvel Agreement, the Company
        shall receive a 55% working interest in the Manvel 2,000 ft. Miocene Exploration
        prospect (“Miocene well”) for $20,000. Subsequently, on November 16, 2006, the
        Company conveyed 10% of its working interest in the Miocene well valued at
        $2,000 as a partial payment towards the acquisition of a 10% participation
        in
        the Sandy Point Prospect.
 
 As
        of
        March 31, 2007, the Company has paid the $18,000 for its 45% participation
        in
        the Miocene well and $45,000 for its proportionate share of the cash calls
        for
        drilling.
 
 Manvel
        Prospect - Oakville well. Pursuant to the terms of the Manvel Agreement, the
        Company received a 55% working interest in the Manvel 4,500 ft. Oakville
        Development well (“Oakville well”) for $40,000. Subsequently, on November 16,
        2006, the Company conveyed 10% of its working interest in the Oakville well,
        valued at $4,000, as a partial payment towards the acquisition of a 10%
        participation in the Sandy Point Prospect.
 
 As
        of
        March 31, 2007, the Company has paid the $36,000 for its 45% participation
        in
        the Oakville well. The Company owes a balance of $76,500 for its proportionate
        share of the cash calls for drilling. This amount is included in the accruals
        payable and accrued liabilities at March 31, 2007.
 
 Sandy
        Point Prospect - Fite #3. On November 16, 2006, the Company finalized the
        terms of agreement with Texhoma and Sunray to acquire a 10% working interest
        in
        the Sandy Point Prospect for an aggregate amount of $35,928. The participation
        fee is to be paid through a conveyance of 15% of the Company’s participation in
        Buck Snag, valued at $22,500;10% participation in the Manvel properties valued
        at $6,000; and $7,428 in cash.
 
 As
        of
        March 31, 2007, the Company owes the balance of $9,279 for its proportionate
        share of the cash calls for drilling on the Sandy Point Prospect which
        is included in the accruals payable and accrued liabilities.
 
 6.
        RELATED PARTY PAYABLES
 
 As
        of
        March 31, 2007, the Company owes a total of $78,682 to management and
        consultants as reimbursement for expenses incurred during the development
        phase
        of operations. Included in this amount is $5,000 owed to Isaac Simmons and
        Kathyrn A. Christmann, parents of Catherine Thompson, the Company's Interim
        Chief Executive Officer and Chief Financial Officer, following a partial
        repayment of $5,000 on July 7, 2006. The amount of $10,000 was owed as a
        reimbursement for legal fees paid on behalf of the Company. Additionally,the
        Companyagreed to reimburse Ms. Thompson for out of pocket expenses incurred
        on
        behalf of the Company. Currently, the Company owes an aggregate of $73,682
        for
        such expenses.
  F
            - 9
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 7.
        NOTE
        PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP
 
 On
        April
        1, 2004 the Company consummated the acquisition of 100% of RestauranTech
        from
        Interactive Ideas Consulting Group ("IICG"). Subsequent to the closing of the
        acquisition, certain differences in strategic direction for the organization
        and
        other issues arose which caused the Company and IICG to seek to rescind the
        transaction. On May 27, 2004, the parties mutually rescinded the Company's
        acquisition of RestauranTech.
 
 The
        rescission agreement with IICG requires the Company to clear certain outstanding
        balances and reimburse certain expenses of IICG incurred in connection with
        the
        acquisition. This obligation is evidenced by a Convertible Promissory Note
        in
        the principal amount of $160,000 (the "Note”). The
        Note
        is convertible into the Company's common stock after January 2, 2005, at
        a
        conversion price equal to the closing bid price for the Company's common
        stock
        on the date prior to the date of notice of conversion. Conversion is automatic
        at maturity if IICG does not request conversion earlier and if there is no
        event
        of default.The Company believes that there is a sufficient basis on
        which to dispute the amounts of principal and interest of the Note. As such,
        the
        Company accrued interest through the maturity date, May 26, 2005, in the
        amount
        of $12,800; no amounts for interest have been accrued beyond that date. As
        of
        the date of this filing the Company has not converted the Note and IICG has
        not
        requested a conversion.
 
 8.
        SHORT-TERM LOAN - M. AVATAR (Related Party)
 
 On
        November 23, 2005, the Company executed a short-term Loan Agreement (“Loan”)
        with Michael Avatar, a Director of the Company, for $12,500. The Loan was
        payable on or before February 21, 2006, and bears interest of 16% per annum.
        There is a late payment penalty of $500 if the principal and interest are
        not
        paid by the due date. As of March 31, 2007, the Company has not paid any
        amounts
        owing on the loan. The balance due including principal, interest and penalty
        is
        $ 15,701.
 
 9.  NOTE
        PAYABLE – CROSS CREEK CONSULTING, INC.
 
 On
        January 9, 2007, the Company borrowed a $17,150 on a short term loan from
        Cross
        Creek Consulting, Inc. (“Cross Creek”) to pay for the balance due on the Buck
        Snag - Schiurring #2 completion costs. In consideration for the loan, Cross
        Creek charged the Company a fee of $2,850 for a total repayment amount of
        $20,000. As ofMarch 31, 2007, the Company has re-paid $12,500 to Cross Creek
        and
        owes a balance of $7,500.
 
 10.
        NOTE
        PAYABLE - OVERSEAS
 
 On
        October 10, 2005, the Company executed the Hazard Agreement with Overseas
        for
        the purchase of Overseas’ 98% interest in the Hazard Lake Property in Ontario,
        Canada. Pursuant to the terms of the Hazard Agreement the Company executed
        a
        note payable (“Note”) for $130,000, payable in annual installments as follows:
        $25,000 on March 15, 2006, $30,000 on March 15, 2007, $35,000 on March 15,
        2008,
        and $40,000 on March 15, 2009. The Note bears interest at 6% per annum. As
        the
        transaction had yet to be fully executed, Overseas extended the March 15,
        2006
        payment date to coincide with the closing of the acquisition. The installment
        for March 15, 2006 of $25,000 was paid on July 14, 2006. The installment
        due
        March 15, 2007 has not been paid, however, the Company and Overseas are
        discussing options for remedy.  The current portion of the note with
        accrued interest is $68,769, and is included in current liabilities; the
        balance
        of $46,574 is included in long-term liabilities.
  F
            - 10
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 11.
        LOAN
        AGREEMENT - KUMA
 
 On
        August
        1, 2006, the Company executed a Loan Agreement (“Kuma Loan”) with Kuma Holdings
        LTD, a Canadian corporation (“Kuma”). Pursuant to the terms of the Kuma Loan,
        the Company may borrow up to $500,000 to pay for acquisitions, cash calls,
        payables and public company expenses. Subsequently,
        on     January 1, 2007, Kuma agreed to increase the
        allowable principle for borrowing by $250,000 for an aggregate amount of
        $750,000.  The Kuma Loan matures in 30 months, on January 31, 2009,
        and bears interest at 10% per annum payable at maturity. As an incentive
        for the
        Kuma Loan, Kuma is to receive a 10% bonus payable in restricted Common Stock
        and
        to be issued upon receipt of the aggregate $500,000 in principal with the
        remainder due upon the completion of the extended amount of principle. Kuma
        was issued
        4,192,833 shares valued at $0.012 per share for an aggregate of $50,000
        on  February 22, 2007. All shares will be issued as restricted
        within the meaning of Rule 144 under the Securities Act and must be held
        indefinitely unless subsequently registered or qualified for
        exemption.
 
 As
        of
        March 31, 2007, the Company has received $580,710 in funding from the Kuma
        Loan,
        including the aggregate amount of $27,021 from July which was loaned in advance
        based on the agreement in principal as discussed and agreed to by Matrixx
        and
        Kuma. Aggregate principal and interest owing on the Kuma Loan at March 31,
        2007,
        is $607,697. *(See Note 14. Subsequent Events).*
 
 12.
        CONVERTIBLE PREFERRED STOCK
 
 The
        Company entered into an Agreement and Plan of Reorganization ("GCCC Agreement")
        withGCCC which was to facilitate the Company's acquisition plan. The GCCC
        Agreement provided that the Company would acquire from GCCC certain property
        and
        businesses and in consideration, GCCC would receive 12,500,000 shares of
        the
        Company’s Common Stock which will be used for the purposes of acquiring other
        businesses and assets as identified by GCCC and the Company. GCCC was to
        have
        two years to meet all of the obligations under the GCCC Agreement. Should
        GCCC
        fail to meet any or all of its commitments, then GCCC would be required to
        forfeit the pro-rata balance of the 12,500,000 shares of Common Stock issued
        by
        the Company. Additionally, GCCC was issued 100 shares of non-revocable, Series
        A
        Convertible Preferred Stock and 100 shares of non-revocable, Series B
        Convertible Preferred Stock.
 
 The
        Company has 10,000,000 authorizedshares of $.001 par value Preferred Stock
        authorized. Pursuant to the GCCC Agreement, the Company issued 100 shares
        of
        non-revocable, Series A Convertible Preferred Stock ("Series A") and 100
        shares
        of non-revocable, Series B Convertible Preferred Stock ("Series B") to GCCCas
        the cost of inducement for GCCC to sell certain assets and businesses to
        the
        Company. The Series A converts into 50.1% of Matrixx's Common Stock at time
        of
        conversion. Time of conversion shall be determined at the sole discretion
        of the
        shareholder of record. The Series Ahas one vote per share until said shares
        are
        retired at time of conversion. The Series B converts into Common Stock at
        a
        ratio of 1 for 1. Time of conversion shall be determined at the sole discretion
        of the shareholder of record. Each share of Series B is entitled to 1,000,000
        votes until such shares are converted into Common Stock.
 
 As
        of the
        date of this filing, the two-year time period has elapsed. Pursuant to the
        GCCC
        Agreement, 4,000,000 shares were delivered from GCCC for the purchases of
        the
        Hazard Lake Property and the Clovelly Prospect. The remaining 8,500,000 shares
        have been received by the Company and cancelled by the transfer agent (*See
        Note 13. Escrowed Shares).*
  F
            - 11
  Matrixx
        Resource Holdings, Inc.
 (A
        Development Stage Company)
 Notes
        to
        Financial Statements
 
 12.
        CONVERTIBLE PREFERRED STOCK (Continued from F-11)
 
 Both
        the
        Series A and Series B issuances are valued as if converted on the effective
        date
        of the GCCC Agreement, February 11, 2005. On that date the Company had
        17,405,000 shares of Common Stock issued and outstanding,with the current
        market
        value of $5,493,563. Conversion of the Series A to equate to 50.1% of the
        total
        issued and outstanding Common Stock would require the issuance of 17,474,760
        shares for a total of 34,879,760 shares of Common Stock issued and outstanding.
        The value of the 17,464,760 shares at the average price per share of $0.32
        on
        February 11, 2005, is $5,515,581. Similarly, the 100 shares of Series B converts
        1 for 1 to 100 shares of Common Stock valued at $0.32. The par value of the
        Preferred Stock for each Series A and Series B is $.001 and, therefore, for
        100
        shares, the value is negligible for purposes of financial statement
        presentation. The balances of $5,515,581 and $32are included in Additional
        Paid-In Capital.
 
 13.
        ESCROWED SHARES
 
 At
        March
        31, 2007 no shares of Common Stock were held in escrow. In accordance with
        the
        GCCC Agreement, the Company issued 12,500,000 shares of Common Stock in the
        name
        of GCCC for the purposes of acquiring businesses and assets as identified
        by
        GCCC and the Company. GCCC had two years to meet all of the obligations under
        the GCCC Agreement, however, only 4,000,000 of the shares were utilized for
        acquisitions during this time period.On October 3, 2005, GCCC utilized 2,000,000
        shares valued in the aggregate at $800,000 for the acquisition of a 98% interest
        in the Hazard Lake Property.
 
 In
        addition, GCCC utilized another 2,000,000 shares for the execution of the
        purchase of the Clovelly Prospect as required in the Letter Agreement with
        Sterling. The shares were issued on January 30, 2006, from GCCC, to be
        registered at a later date,leaving the balance of shares in escrow at 8,500,000
        valued in aggregate at $3,400,000.
 
 The
        shares were not utilized for additional acquisitions within the two-year
        time
        period allowed pursuant the GCCC Agreement. GCCC has returned the 8,500,000
        escrowed shares to the Company, and those shares were cancelled
        effective December 31, 2006. The shares were valued at $0.40 per share
        based upon the price at issuance for an aggregate value of $3,400,000.
        Consequently, the Company’s balances in Common Stock and Additional-Paid-In
        Capital have been reduced by $8,500 and $3,391,500, respectively, at December
        31, 2006.
 
 14.
        SUBSEQUENT EVENTS
 
 In
        the
        period from March 31, 2007 to May 10, 2007, the Company issued an aggregate
        of
        20,958,400 shares of Common Stockto five consultants, including Catherine
        Thompson, for management consulting services.
 
 As
        of May
        18, 2007, the Company owes principal and accrued interest of $616,346 on
        the
        Kuma Loan.
 
 On
        April
        5, 2007 the Fite #3 well at Sandy Point was logged and determined to be a
        dry
        hole.
 F
              - 12
  ITEM
        2.
        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
 THIS
        REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
        21E OF
        THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS
        REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES
        THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES",
        OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS,
        UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD- -LOOKING STATEMENTS INCLUDED
        IN
        THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE
        HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW
        UNDER
        "FORWARD-LOOKING STATEMENTS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM
        10-QSB AND IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
        JUNE
        30, 2006, ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED THE COMPANY'S
        RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
        PROJECTED IN THE FORWARD-LOOKING STATEMENTS.
 
 The
        following discussion should be read in conjunction with the condensed financial
        statements and notes thereto.
 
 PLAN
        OF
        OPERATION
 
 BACKGROUND
 
 The
        Company emerged from bankruptcy in 1999 as Erly Industries, Inc. For the
        past
        seven years, the Company has been engaged in a series of transactions and
        restructurings designed to acquire assets or an existing business.
 
 The
        Company’s search for an operating business or assets for acquisition was
        facilitated in September 2004 by the consummation of a significant investment
        in
        the Company by a strategic partner. On September 14, 2004, the Company executed
        a Stock Purchase Agreement (the "SPA") with GarcyCo Capital Corp. ("GCCC").
        The
        SPA called for the issuance by the Company of an aggregate of 400,000 shares
        of
        Common Stock to GCCC in consideration of the payment of $500,000 in cash.
        The
        Company was to receive the funds in $50,000 increments each quarter, beginning
        October 15, 2004. As part of the consideration for the SPA, GCCC was given
        the
        right to elect one Board member and agreed to retain Catherine Thompson and
        Michael Avatar on the Board of Directors and as consultants through December
        31,
        2007. To date, GCCC has not elected a representative to the Board of Directors
        of Matrixx. As
        of
        July 18, 2006, GCCC completed its obligation to deliver an aggregate of $500,000
        in financing to the Company. The Company effected a 1 for 500 reverse stock
        split to all shareholders of record as of October 15, 2004. The reverse stock
        split was designed to facilitate the Company’s acquisition
        strategy.
 
 In
        December 2004, the Company entered into an Agreement and Plan of Reorganization
        (the "GCCC Agreement") with GCCC. The GCCC Agreement provided that the Company
        would acquire from GCCC certain property and businesses to be located by
        GCCC
        over a period of two years and in consideration, GCCC would receive 12,500,000
        shares of the Company's Common Stock which was to be used for the purposes
        of
        acquiring other businesses and assets as identified by GCCC and the
        Company.  The two year time period lapsed in December 2006 and only
        4,000,000 of the 12,500,000 shares were utilized for acquisitions. GCCC returned
        the remaining 8,500,000 shares to the Company, and those shares have been
        cancelled.
  1
  The
        GCCC
        Agreement also required the Company to issue to GCCC100 shares of the Company’s
        Series A Convertible Preferred Stock and 100 shares of Series B
        ConvertiblePreferred Stock. The Series A Convertible Preferred Stock is
        convertible into 50.1% of Matrixx's Common Stock at the time of conversion,
        which is determined at the sole discretion of GCCC. The Series A Convertible
        Preferred Stock has one vote per share. The Series B Convertible Preferred
        Stock
        is convertible into shares of Common Stock at a ratio of 1 for 1, and the
        time
        of conversion shall be determined at the sole discretion of GCCC. Each share
        of
        Series B Convertible Preferred Stock is entitled to 1,000,000 votes until
        such
        shares are converted into Common Stock.
 
 The
        Company’s current strategy is to target acquisition and investment opportunities
        in the oil and gas and natural resource exploration industries. The Company
        is
        developing a program for investments in the oil and gas industry which will
        allow the Company to grow responsibly by contributing to assets with
        diversification to help mitigate the industry-associated risk. The Company’s
        philosophy is to take small interests in relatively low risk opportunities.
        However, the Company may elect to accept a larger interest when the cost
        /
        benefit or cost/risk ratio is perceived to be very low. Management is not
        experienced in this industry and as such relies upon consultants and partners
        to
        bring proposals and to assist with investment decisions. The Company attempts
        to
        minimize risk by working with experienced and reputable partners and operators,
        considering factors such as success rates, experience with certain types
        of
        wells, and the cash flow sources of the Company’s partners . The Company must
        also evaluate deal structure for fit with the current portfolio demands and
        its
        ability to raise financing. Lastly, the Company also analyzes property specific
        details such as the type of well, the target depth to be drilled, the field
        location and proximity of other wells, and if reserves or fields are
        proven.
 
 The
        Company’s entry into the oil and gas and natural resource exploration business
        began on July 14, 2006 with the final approval and closing of the Company’s
        purchase of a 98% interest in the Hazard Lake Property, a 355-hectare gold
        mining property in the Red Lake District in Ontario, Canada and its purchase
        of
        a five percent interest in the Clovelly Prospect, an oil and gas property
        in the
        Lafourche Parish, Louisiana.
 
 Acquisitions
        and Investments
 
 Hazard
        Lake Property. On October 10, 2005, the Company executed a Purchase
        Agreement (the "Hazard Agreement") with Overseas Investment Banking Alliance,
        S.A., a Panamanian corporation ("Overseas"), for the purchase of Overseas’ 98%
        interest in the Hazard Lake Property in Ontario, Canada. The Hazard Lake
        Property is valued at $397,000, net of impairment costs of $600,000 recognized
        at June 30, 2006.
 
 Clovelly
        Prospect. On November 15, 2005, the Company executed a Letter Agreement (the
“Letter Agreement”) with Sterling Grant Capital Inc. (formerly Sun Oil and Gas
        Corp.) to purchase a 5% minority interest in an oilprospect property. The
        property is the Clovelly Prospect which is located in southeast Louisiana
        in the
        Lafourche Parish.
 
 Buck
        Snag Field. On August 28, 2006, the Company entered into an Acquisition and
        Participation Agreement (“Buck Snag Agreement”) for the acquisition of a 42.5%
        working interest in the Buck Snag Field (“Buck Snag”) from Texahoma Energy, Inc.
        (Pink Sheets: TXHE), a Nevada corporation (“Texhoma”) , for a purchase price of
        $150,000. The Company’s payment of $150,000 to Texhoma was for an initial 57.5%
        participation in Buck Snag but subsequently the Company agreed to convey
        15% of
        its participation as partial payment for a 10% participation in the Sandy
        Point
        Prospect.
 
 The
        Buck
        Snag Prospect covers approximately 280 acres of land in Colorado County,
        Texas.
        The
 Schiurring
        #1 well on Buck Snag was completed in the 2,030 foot sand and placed into
        productionon August 24, 2006. Subsequently, the Schiurring #1 well developed
        mechanical problems allowing excess water into the well and rendering it
        difficult to maintain production. The operator, the Company, and the partners
        have agreed to plug and abandon the Schiurring #1 well.
  2
  The
        Schiurring #2 well was completed on December 8, 2006. Due to similar problems
        encountered as with Schiurring #1, the well is to be
        re-completed  with the anticipation of perforating and producing from
        the 3,500 foot and the 2,000 foot sands.
 
 Manvel
        Prospects. On October 5, 2006, the Company finalized an Acquisition and
        Participation Agreement with 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 received a 55% working interest in the Manvel 2,000
        ft.
        Miocene Exploration prospect (“Miocene Prospect”) for $20,000 and a 55% working
        interest in the Manvel 4,500 ft. Oakville Development well (“Oakville Prospect”)
        for $40,000, (collectively, “Manvel Prospects”).
 
 Subsequently
        the Company has agreed to convey 10% of its participation in the Manvel
        properties as partial payment for a 10% participation in the Sandy Point
        Prospect (see below) the Company’s reducing its working interest in the
        Manvel properties to 45%.
 
 Sandy
        Point Prospect. On November 16, 2006, the Company finalized the terms of an
        agreement with Texhoma and Sunray to acquire a 10% working interest in the
        Sandy
        Point Prospect for an aggregate amount of $35,929. The participation fee
        is to
        be paid through a conveyance of 15% of the Company’s participation in Buck Snag
        valued at $22,500;10% participation in the Manvel properties valued at $6,000;
        and $7,429 in cash. The Company’s initial participation in Buck Snag was 57.5%,
        which was decreased to 42.5% as described above. Additionally, the Company’s
        initial 55% participation in each of the Manvel Prospects has been decreased
        to
        45%. The remaining terms of the Buck Snag and Manvel Agreements were not
        altered. The Fite #3 well completed drilling in April 2007 to the Frio sands,
        but logs found  no evidence for the potential of oil or gas in the
        sands.  The Fite #3 well will be plugged and abandoned.
  See
          “Liquidity and Capital Resources” below for a discussion of costs in connection
          with these projects.
  RESULTS
        OF OPERATIONS
 
 The
        Three
        and Nine MonthsEnded March 31, 2007 Compared To The Three and Nine Months
        Ended
        March 31, 2006
 
 Revenues.
        The Company received $3,846 in revenue from its interests in oil and gas
        properties during the nine-month period ended March 31, 2007. The Company
        did
        not generate any revenue during the three-month period ended March 31, 2007
        nor
        in the corresponding three- and nine-month periods ended March 31, 2006.
        The
        Company’s entry into the oil and gas and natural resource exploration business
        began on July 14, 2006. Previously, the Company's focus had been on the
        evaluation and selection of existing businesses to effect a merger or
        acquisition. The Company has been in the development stage since July
        2001.
 
 General
        and Administrative Expenses. The Company incurred $558,911 and $2,535,575
        in
        general and administrative expenses for the respective three- and nine-months
        ended March 31, 2007, compared to $509,635 and $1,943,352 for the respective
        three- and nine-months ended March 31, 2006. The increases in 2007 were due
        primarily to expenses incurred to support and to facilitate the growth of
        Matrixx, as explained below.
 
 Included
        in general and administrative expense for the three months ended March 31,
        2007
        was $435,263 of expense related to the issuance of an aggregate of 50,501,624
        shares of Common Stock to consultants in lieu of cash compensation. In addition,
        $51,488 of expense was related to the issuance of an
        aggregate of 2,476,118 shares of Common Stock for prepaid consulting expenses.
        Included in general and administrative expense for the nine months ended
        March
        31, 2007 was $2,078,695 of expense related to the issuance of an aggregate
        of
        113,579,487 shares of Common Stock to consultants in lieu of cash compensation.
        In addition, $461,424 of expense was related to the issuance of an aggregate
        of
        24,383,800 shares of Common Stock for prepaid consulting expenses. At March
        31,
        2007, the Company had no cash.
  3
  Consultants
        receiving stock agreed to receive these securities, in lieu of cash, for
        payment
        of services rendered.
 
 Production
        Expenses. The Company incurred $352 in production expenses during the
        nine-months ended March 31, 2007. The production expenses included
        transportation, marketing and severance taxes associated with the production
        of
        oil and gas revenues. There were no production expenses for the three- month
        period ended March 31, 2007, nor for the corresponding three- and nine-month
        periods in 2006.
 
 Depreciation,
        Depletion, & Amortization (“D D & A”). The Company recognized $222 in D
        D & A expense in the nine-month period ended March  31, 2007, but
        no D D& A expense during the three- month period ended March 31,
        2007.  There was no D D & A expense recognized in the three- and
        nine-months ended March 31, 2006. The expense recognized during the nine-months
        ended March 31, 2007 represents amortization on evaluated oil and gas properties
        and is computed on the units of production method based on all proved
        reserves.
 
 Loss
        on
        Abandonment of Proven Wells.  The Company recognized a $119,065 loss
        on abandonment of proven wells during the three- and nine- months ended March
        31, 2007.  There were no losses for the abandonment of proven wells
        during the three- and nine-month periods ended March 31, 2006.  The
        loss recognized during the three- and nine-month periods ended March 31,
        2007 is
        due to mechanical difficulties which arose on a producing well thus rendering
        it
        impracticable to maintain production.
 
 Interest
        Expense. The Company recognized $15,785 and $33,275 in interest expense for
        the
        respective three and nine month periods ended March 31, 2007, and $2,916
        and
        $4,813 in interest expense in the three- and nine-months ended March 31,
        2006.
        The higher expense realized during the three- and nine-month periods ended
        March
        31, 2007 represents interest on borrowings to assist the Company with its
        acquisition strategy.
 
 Net
        Loss.
        As a result of the foregoing factors, the Company's net loss increased to
        $693,761 for the three months ended March 31, 2007, compared to a net loss
        of
        $512,551 for the three months ended March 31, 2006. The net loss per share
        was
        negligible for the three months ended March 31, 2007, compared to a net loss
        per
        share of $0.01 for the three months ended March 31, 2006. The Company’s net loss
        increased to $2,684,643 for the nine months ended March 31, 2007, compared
        to a
        net loss of $1,948,165 for the nine months ended March 31, 2006. The net
        loss
        per share was $0.01 for the nine month period ended March 31, 2007, compared
        to
        a net loss per share of $0.04 for the nine month period ended March 31,
        2006.
 
 LIQUIDITY
        AND CAPITAL RESOURCES
 
 The
        Company has an immediate need for capital. At March 31, 2007, the Company
        had no
        cash or cash equivalents. The Company’s operating activitiesused $234,869 in net
        cash during the nine months ended March 31, 2007, compared with $157,530
        in net
        cash used by operating activities during the nine months ended March 31,
        2006.
        The cash used by operating activities during the nine-months ended March
        31,
        2007 was primarily due to non-cash gains of $2,250,184 reflecting the issuance
        of stock for services and prepaid services, $50,000 for the issuance of stock
        for a finance fee, and $810 for the issuance of stock on a subscription
        receivable. Other gains contributing to net cash used by operating activities
        included a $289,934 decrease in prepaid expenses, an increase in accrued
        liabilities - related parties of $3,299 and an increase in accrued interest
        of
        $33,275. These gains were offset by an increase in other assets of $516 and
        a
        decrease in accounts payable and accrued liabilities of $177,212. The cash
        used
        by operating activities during the nine months ended March 31, 2006 included
        non-cash gains of $1,697,777 reflecting the issuance of stock for services
        and
        prepaid services offset by other changes affecting net cash used by operating
        activities at March 31, 2006. These other changes included a decrease in
        prepaid
        expenses of $161,851, an increase in accounts payable and accrued liabilities
        of
        $1,213, an increase of $6,981 in accrued
        liabilities - related parties, and an increase in accrued interest of $4,813,
        offset by an increase in deferred cost of acquisition of
        $82,000.
  4
  The
        Company utilized $475,078 in cash for investing activities during the nine
        months ended March 31, 2007. The Company invested $570,299 in unproven oil
        and
        gas properties during the nine-months ended March 31, 2007 offset by a decrease
        in cash paid in advance of acquisitions of $95,000 and $222 in D D & A
        resulting from the write off of proven oil and gas properties net of D D
&
A. There were no investing activities in the nine months ended March 31,
        2006.
        Financing activities provided $709,874 of cash during the nine months ended
        March 31, 2007, consisting primarily of $588,210 in proceeds from notes payable
        and $146,190 in proceeds from the subscription receivable to GCCC and $475
        in
        bank overdrafts, offset by $25,000 paid on notes payable. During the nine
        months
        ended March 31, 2006, financing activities provided $157,555 of cash consisting
        primarily of $145,055 in proceeds from the subscription receivable to GCCC
        and  $12,500 in proceeds from notes payable.
 
 The
        Company has received minimal revenues to date from to its recent investments
        in
        oil and gas properties, and has experienced operating losses since inception
        primarily caused by its continued development and administrative costs. As
        shown
        in the accompanying financial statements, the Company incurred net losses
        of
        $693,761 and $2,684,643 for the respective three and nine months ended
        March 31, 2007. Since inception, the Company has incurred a net loss of
        $20,005,924. Primarily as a result of these recurring losses, Matrixx's
        independent certified public accountants modified their report on the June
        30,
        2006 financial statements to include an uncertainty paragraph wherein they
        expressed substantial doubt about the Company's ability to continue as a
        going
        concern. Management of the Company is actively seeking additional capital;
        however, there can be no assurance that such financing will be available
        on
        terms favorable to the Company, or at all. The financial statements do not
        include any adjustments that might be necessary if the Company is unable
        to
        continue as a going concern. Continuation of the Company as a going concern
        is
        dependent on the Company continuing to raise capital, developing significant
        revenues and ultimately attaining profitable operations.
 
 On
        May
        27, 2004 the Company executed a Convertible Promissory Note in the principal
        amount of $160,000 (the "Note") with Interactive Ideas Consulting Group
        (“IICG”). The Note bears interest at the rate of 8% per annum and was due and
        payable in full on or before May 26, 2005. The
        Note
        is convertible into the Company's common stock after January 2, 2005, at
        a
        conversion price equal to the closing bid price for the Company's common
        stock
        on the date prior to the date of notice of conversion. Conversion is automatic
        at maturity if IICG does not request conversion earlier and if there is no
        event
        of default.The Company believes that there is a sufficient basis on
        which to dispute the amounts of principal and interest of the Note. As such,
        the
        Company accrued interest through the maturity date ofMay 26, 2005, in the
        amount
        of $12,800; no amounts for interest have been accrued beyond that date. As
        of
        the date of this filing the Company has not converted the Note and IICG has
        not
        requested a conversion.
 
 On
        September 14, 2004, the Company executed the SPA with GCCC. The SPA called
        for
        the issuance by the Company of an aggregate of 400,000 shares of
        restricted Common Stock to GCCC in consideration of the payment of $500,000
        in cash. The Company was toreceive the funds in $50,000 increments each quarter,
        beginning October 15, 2004.The 400,000 shares were to be held in escrow by
        the
        Company and delivered on a pro-rata basis within 10 days of receipt of each
        installment. The SPA included a provision that the purchase price per
        share, and therefore the number of shares to be delivered at the time of
        each
        installment payment, would be calculated for each installment at the lesser
        of:
        (a) $1.25 or (b) a 37.5% discount to the 10 day trailing closing price of
        the
        Company's Common Stock at the time of each payment. At September 14, 2004,
        the
        Company had an aggregate of 305,108 shares of Common Stock outstanding on
        a
        fully-diluted basis. Based on the price of the Company's Common Stock at
        that
        date, GCCC would have owned and controlled approximately 56.73% of the Company's
        fully-diluted Common Stock and 56.73% of the Company's outstanding Common
        Stock
        calculated pursuant to Rule 13d-3(d)(1)(B) of the Securities Exchange Act
        of
        1934. As of July 18, 2006, the Company had received an aggregate of $500,810
        in
        financing from the SPA. On September 18, 2006, the Company delivered 18,543,373
        shares of restricted Common Stock, at an average price of $0.027 per share,
        as
        calculated using method (b) described above thus completing the terms of
        the
        SPA.
  5
  The
        Company and GCCC sought to identify and evaluate business opportunities for
        acquisition or merger to provide long-term growth for its shareholders and
        to
        meet the Company’s objective of attaining a listing on a national exchange. On
        October 10, 2005, the Company executed the Hazard Agreement with Overseas
        for
        the purchase of Overseas’ 98% interest in the Hazard Lake Property in Ontario,
        Canada. The Hazard Agreement called for an aggregate purchase price of $397,000,
        of which a note for $130,000 was issued, payable in annual installments as
        follows: $25,000 on March 15, 2006, $30,000 on March 15, 2007, $35,000 on
        March
        15, 2008, and $40,000 on March 15, 2009. Overseas extended the March 15,
        2006
        payment date to coincide with the closing of the acquisition on July 14,
        2006.
        The Company has also issued 2,000,000 shares of Common Stock to Overseas.
        These
        shares were delivered from the 12,500,000 shares issued to GCCC pursuant
        to the
        terms of the GCCC Agreement. The Hazard Agreement valued the shares at $200,000,
        or $0.10 per share, based on the current market price on the date of the
        Hazard
        Agreement. However, the 12,500,000 escrowed shares were valued at $0.40 per
        share when issued to GCCC and, therefore, the Company was initially required
        to
        value the 2,000,000 shares transferred to Overseas at $0.40 per share for
        an
        aggregate value of $800,000, thus making the total purchase price to Matrixx
        $997,000. As a result of the Company's recently focused attention on acquiring
        oil and gas properties, it was determined that the value ofthe Hazard Lake
        Property indeferred acquisition cost was impaired. At June 30, 2006, the
        Company
        recognized an impairment in the value of the Hazard Lake Property of
        $600,000.  As of the date of this filing, the Company has not paid the
        current installment of $35,000 which was due March 15, 2007; however,
        the Company and Overseas are discussing payment options.  The current
        portion of the note with accrued interest is $68,769, and is included in
        current
        liabilities; the balance of $46,574 is included in long-term
        liabilities.
 
 On
        November 15, 2005, the Company executed the Letter Agreement with Sterling
        to
        purchase a 5% minority interest in an oilprospect property known as the Clovelly
        Prospect (“Clovelly”). The Letter Agreement called for an aggregate purchase
        price of $115,000, of which $15,000 has been prepaid in cash and the balance
        of
        $100,000 was paid with the issuance of 2,000,000 shares of registered Common
        Stock also delivered from the shares issued to GCCC. The shares were issued
        on
        January 30, 2006 from the 12,500,000 shares issued to GCCC pursuant to the
        terms
        of the GCCC Agreement, leaving the balance of shares in escrow at 8,500,000.
        The
        Letter Agreement valued the shares at $100,000, or $0.05 per share, based
        on the
        current market price of the Company’s Common Stock on the date of the Letter
        Agreement. However, the 12,500,000 escrowed shares were valued at $0.40 per
        share when issued to GCCC and, therefore the Company is required to value
        the
        2,000,000 shares transferred to Sterling at $0.40 per share for an aggregate
        value of $800,000. It is possible that in the future the Company will be
        required to recognize an impairment in the value of its interest in the Clovelly
        investment. As of March 31, 2007, the Company has paid $177,450 in development
        costs for the first well, the #2 Allain-LeBreton well, drilled at Clovelly
        with
        a balance owing of $102,660.
 
 The
        Company’s goal is to invest cash flow proceeds from successes into new projects.
        To date financing has been supplied by the SPA with GCCC. The Company is
        seeking
        new sources of funding, however, there can be no assurance that a renewal
        will
        be reached or that if reached it will be on terms and conditions favorable
        to
        the Company. In the interim, on August 1, 2006, the Company executeda Loan
        Agreement (“Kuma Loan”) with Kuma Holdings LTD, aBritish Columbiacorporation
        (“Kuma”). Pursuant to the terms of the Kuma Loan, the Company may borrow up to
        $500,000 to pay for acquisitions, cash calls, payables and public company
        expenses. The Kuma Loan matures in 30 months, on January 31, 2009, and bears
        interest at 10% per annum payable at maturity. As an incentive for the Kuma
        Loan, Kuma will receive a 10% bonus payable in restricted Common Stock, to
        be
        issued upon receipt of the $500,000 aggregate principal. On January 1, 2007,
        the
        Kuma Loan was modified to increase the amount of funding available to the
        Company to $750,000.
 
 As
        of
        March 31, 2007, the Company has received $580,710 in funding from the Kuma
        Loan.  Aggregate principal and interest owing on the Kuma Loan at
        March 31, 2007, is $607,697. On February 22, 2007, the Company issued 4,192,833
        shares of restricted Common Stock valued in aggregate at $50,000 for the
        10%
        bonus payable for completion of the initial $500,000 in
        funding.
  6
  On
        August
        28, 2006, the Company entered into the Buck Snag Agreement for the acquisition
        of a 42.5% working interest in the Buck Snag from Texahoma. The Company
        paid$150,000 to
        Texhoma for an initial 57.5% participation in Buck Snag but subsequently,
        the
        Company agreed to convey 15% of its participation as partial payment for
        a 10%
        participation in the Sandy Point Prospect. As of March 31, 2007, the Company
        has
        paid the full purchase price of $150,000, plus an additional$72,250 for
        development of the Schiurring #1 well and $30,761 for the completion
        costs.  The well was completed and initial revenues of $3,846 were
        received, however, due to mechanical problems, it was determined that the
        well
        should be plugged and abandoned.  The Company still owes $16,054 for
        overages in completion costs and $4,250 for the costs to plug and
        abandon.  As of March 31, 2007, the Company has paid an aggregate of
        $141,253 for drilling and completion of the Schiurring #2 well representing
        its
        proportionate share of all cash calls for drilling and completion on the
        Schiurring #2 well.  Due to similar difficulties encountered with the
        Schiurring #1 well, the Schiurring #2 well will be re-completed in the shallower
        pay sands.  The Company’s proportionate share of re-completion costs
        is expected to be $10,625.
 
 On
        October 5, 2006, the Company finalized the Manvel Agreement with Texhoma
        for the
        acquisition of 55% majority working interest in the Miocene and Oakville
        Prospects located in Brazoria County, Texas for an aggregate of $60,000.
        Subsequently, the Company has agreed to convey 10% of its participation in
        the
        Manvel Properties to Texhoma as partial payment for a 10% participation in
        the
        Sandy Point Prospect. As of the date of this filing, the Company has paid
        $30,000 toward the participation cost and is further obligated to 42.5% of
        estimated dry hole costs for the wells of $76,500 and $45,000,
        respectively.Should the wells be successful, the Company’s estimated portion of
        completion costs is $25,000 for each Manvel Prospect.
 
 On
        November 16, 2006, the Company finalized the terms of Agreement with Texhoma
        and
        Sunray, for the acquisition of a 10% working interest in the Sandy Point
        Prospect. The acquisition cost of $35,928 is to be paid through a conveyance
        of
        15% of the Company’s participation in Buck Snag valued at $22,500; 10%
        participation in the Manvel properties valued at $6,000;and $7,428 in cash.
        At
        March 31, 2007, the Company owes $6,778 in cash for participation and $2,500
        for
        the Company’s portion of estimated dry hole costs. On April 2, 2007, the Fite #3
        well at Sandy Point was determined to be a dry hole.  Consequently,
        the Fite #3 well will be plugged and abandoned.
 
 RISKS
        AND
        UNCERTAINTIES
 
 The
        Company's business, financial condition or results of operations could be
        materially and adversely affected by any of the following risks:
 
 RISKS
        RELATING TO MATRIXX'S BUSINESS
 
 MATRIXX
        NEEDS SIGNIFICANT ADDITIONAL CAPITAL. At March 31, 2007, the Company had
        no cash
        or cash equivalents and no income producing operations or assets. Current
        cash and cash equivalents are currently insufficient to meet anticipated
        cash
        needs for working capital and capital expenditures. The Company therefore
        needs
        to raise additional funds immediately. To
        date,
        the Company has raised capital through private equity and debt financings.If additional funds are raised through the issuance of equity or
        convertible debt securities, the percentage ownership of existing stockholders
        will be reduced, and such securities may have rights, preferences and privileges
        senior to those of the Company's Common Stock.The Companyreceived an aggregate
        of $500,810 and issued an aggregate of 18,543,373 shares of Common Stock
        GCCC,
        at an average price of $0.027 per share, pursuant to the terms of the SPA.
        No
        further payments are due to the Company under the SPA. The Company and GCCC
        are
        in discussions to renew the SPA; however, there can be no assurance that
        the
        Agreement will be renewed or that if renewed, that it will be under terms
        and
        conditions favorable to the Company. In the interim, the Company has executed
        the Kuma Loan with Kuma Holdings for up to $750,000 in financing. In addition,
        the Company is currently attempting to identify other prospective investors
        with
        respect to financing; however, the Company has not entered into agreements
        with
        any such investors. There can be no assurance that additional financing will
        be
        available on terms favorable to the Company or at all. If adequate
        funds are not available or are not available on acceptable terms, the Company
        will not be able to fund its operations. Such inability to fund operations
        will
        have a material adverse effect on the Company's business, results of operations
        and financial condition.
  7
  MATRIXX
        HAS ONLY A LIMITED OPERATING HISTORY. The Company has only a limited operating
        history upon which can be based an evaluation of its prospects and only minimal
        experience in the oil and gas industry. Such prospects must be considered
        in
        light of the risks, expenses and difficulties frequently encountered by
        companies entering into the highly speculative business of oil and gas
        exploration. There can be no assurance that the Company will be able to identify
        future oil and gas or other prospects for investment or that an investment
        will
        be consummated. Further, there can be no assurance that the investment in
        any
        given prospect will be successful or contribute revenue and income to the
        Company. To address these risks and uncertainties, the Company’s philosophy is
        to take small interests in relatively low risk opportunities. However, the
        Company may elect to accept a larger interest when the cost / benefit or
        cost/risk ratio is perceived to be very low.Management attempts to minimize
        risk
        by working with experienced and reputable partners and operators. Factors
        such
        as success rates, experience with certain types of wells, and the cash flow
        sources ofthe Company'spartners are considered. The Company must also evaluate
        deal structure for fit with the current portfolio demands and its ability
        to
        raise financing. Lastly, the Company also analyzes property specific details
        such as the type of well, the target depth to be drilled, the field location
        and
        proximity of other wells, and if reserves or fields are proven. There can
        be no
        assurance that Matrixx will successfully evaluate or address these
        challenges.
 
 THE
        COMPANY HAS A HISTORY OF LOSSES, AND ITS INDEPENDENT CERTIFIED PUBLIC
        ACCOUNTANTS' REPORT DATED OCTOBER 9, 2006, INCLUDES AN EXPLANATORY PARAGRAPH
        RELATING TO SUBSTANTIAL DOUBT AS TO MATRIXX'S ABILITY TO CONTINUE AS A GOING
        CONCERN. Since the Company's inception in 2001, it has incurred substantial
        losses from operations, resulting primarily from costs related to the search
        for
        an operating business or assets to contribute to the Company. Because Matrixx
        is
        entering into a new business in an industry which is highly speculative and
        of
        which management has no previous experience, management expects to incur
        net
        losses for the foreseeable future for administrative costs. If the Company
        is
        unable to invest in successful projects, Matrixx’s losses will be significantly
        greater. The Company may never achieve profitability. Primarily as a result
        of
        these recurring losses, Matrixx’s independent certified public accountants
        modified their report on the June 30, 2006 financial statements to include
        an
        uncertainty paragraph wherein they expressed substantial doubt about the
        Company's ability to continue as a going concern.
 
 At
        this
        time, the Company does not have a source of operating capital and has limited
        assets. As a result, Matrixx will attempt to raise additional capital through
        public or private debt or the sale of equity and/or debt securities. However,
        there can be no assurance that additional financing will be available on
        terms
        favorable to Matrixx, or that additional financing will be available at all.
        If
        adequate funds are not available or are not available on acceptable terms,
        the
        Company may not be able to attract favorable investment opportunities or
        be able
        to continue to maintain cost of compliance with SEC reporting requirements.
        Such
        inability could have a material adverse effect on the Company's business,
        financial condition, results of operations and prospects.
 
 MATRIXX
        IS SEEKING ADDITIONAL INVESTMENTS IN OIL AND GAS AND OTHER NATURAL RESOURCES;
        THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL SUCCESSFULLY LOCATE OR
        CONSUMMATE SUCH ADDITIONAL INVESTMENTS OR THAT THE INVESTMENTS THAT IT ALREADY
        HAS MADE WILL BE SUCCESSFUL. Matrixx is seeking to invest in oil and gas
        and
        other natural resource prospects. Although it has identified certain prospective
        properties for investment, there can be no assurance that the Company will
        successfully consummate an investment. Matrixx receives most of its investment
        proposals from its partners and consultants. As such, the Company will compete
        with other companies that possess financial and personnel resources
        substantially in excess of those which are available to the Company and may,
        therefore, be able to pay
 greater
        amounts for desirable leases anddefine, evaluate, bid for and purchase a
        greater
        number of potential
 producing
        prospects that the Company's own resources permit. Additionally, should Matrixx
        be unable to fulfill any of its obligations with existing partners or
        consultants, it is unlikely that new investment opportunities would be presented
        to the Company from those sources.
  8
  THE
        COMPANY MAY BE UNABLE TO CONDUCT EXTENSIVE DUE DILIGENCE ON A PROSPECTIVE
        INVESTMENT. Matrixx has limited funds and only one full-time manager, thus
        making it impracticable to conduct a complete investigation and analysis
        of
        prospective investment opportunities before the Company commits its capital
        or
        other resources thereto. Therefore, management decisions will likely be made
        without detailed feasibility studies, independent analysis or other extensive
        due diligence which they would conduct with more funding and other resources.
        The Company will depend to a great extent upon information provided by the
        promoter, operator, participating partner or others associated with the
        investment opportunity seeking the Company's participation.
 
 AN
        INVESTMENT MIGHT BE HIGHLY LEVERAGED AND EXPOSE MATRIXX TO ADDITIONAL LOSSES.
        There is a possibility that any investments in prospects made by the Company
        might be financed by the Company's borrowing against the other investment
        assets
        owned by the Company or against the investment’s future revenues or profits.
        This leverage could increase the Company's exposure to larger losses. An
        investment acquired through a leveraged transaction is profitable only if
        it
        generates enough revenues to cover the related debt and expenses. Matrixx’s
        failure to make payments on the debt incurred to invest in a prospect could
        result in the loss of all of the investment acquired. There can be no assurance
        that any investment acquired through a leveraged transaction will generate
        sufficient revenues to cover the related debt and expenses.
 
 THE
        COMPANY HAS LIMITED MANAGEMENT RESOURCES AND MAY EXPERIENCE MANAGEMENT CHANGES;
        CURRENT MANAGEMENT HAS NO EXPERIENCE IN OIL AND GAS OR NATURAL RESOURCES
        INVESTMENT OR OPERATIONS. The Company currently has only one full-time manager,
        and thus has limited management resources for both the operation of the Company
        and the pursuit of investment opportunities. Additionally, current management
        has no prior experience in oil and gas or natural resource exploration. The
        Company plans to seek experienced managers, and therefore there can be no
        assurance that current management will continue to serve the Company in the
        future.
 
 THE
        COMPANY'S OPERATING RESULTS MAY VARY FROM QUARTER TO QUARTER. Due the new
        direction in the Company's primary business, the Company's quarterly operating
        results will be difficult to predict and may fluctuate significantly from
        quarter to quarter. Consequently, the market price of Matrixx’s securities has
        been, and can be expected to continue to be, highly volatile. Factors such
        as
        announcements by the Company or others of investments in new prospects,
        commercially successful prospects, regulatory changes or competitive
        developments all may have a significant impact on the Company's future business
        prospects and market price of its securities.
 
 LEGISLATIVE
        AND REGULATORY ACTIONS AND POTENTIAL NEW ACCOUNTING PRONOUNCEMENTS ARE LIKELY
        TO
        IMPACT THE COMPANY’S FUTURE FINANCIAL CONDITION AND RESULTS OF OPERATIONS. There
        have been certain regulatory changes, including the Sarbanes-Oxley Act of
        2002,
        and there may potentially be new accounting pronouncements or additional
        regulatory changes which will have an impact on the Company’s future financial
        condition and results of operations. The Sarbanes-Oxley Act of 2002 and other
        rule changes as well as proposed legislative initiatives in the years following
        the Enron and WorldCom bankruptcies will increase general and administrative
        costs, as the Company will incur increased legal and accounting fees to comply
        with such rule changes. In addition, proposed initiatives are expected to
        result
        in changes in certain accounting and disclosure rules. These and other potential
        changes could materially increase the expenses reported by the Company in
        its
        financial statements and adversely affect the Company’s operating
        results.
  RISKS
        RELATED TO THE OIL & GAS INDUSTRY
 
 DRILLING
        ACTIVITIES MAY NOT PRODUCE COMMERCIALLY PRODUCTIVE RESERVOIRS. Drilling
        activities are subject to many risks, including the risk that no commercially
        productive oil or gas reservoirs will be encountered. There can be no assurance
        that new wells drilled by the Company will be productive or that it will
        recover
        all or any portion of its investment. Drilling for oil and gas may involve
        unprofitable efforts, not only from dry wells, but also from wells that are
        productive but do not produce sufficient net revenues to return a profit
        after
        drilling, operating and other costs. The
        Company’s  Schiurring #1 well, which was declared a proven well at
        December 31, 2006, is to be plugged and abandoned due to certain mechanical
        difficulties which arose on this well. The cost of drilling,
        completing and operating wells is often uncertain. Any drilling operations
        undertaken by the Company may be curtailed, delayed or canceled as a result
        of a
        variety of factors, many of which would be beyond its control, including
        economic conditions, mechanical problems, pressure or irregularities in
        formations, title problems, weather conditions, compliance with governmental
        requirements and shortages in or delays in the delivery of equipment and
        services. Such equipment shortages and delays sometimes involve drilling
        rigs
        where inclement weather prohibits the movement of land rigs causing a high
        demand for rigs by a large number of companies during a relatively short
        period
        of time. Matrixx’s future drilling activities may not be successful. Lack of
        drilling success could have a material adverse effect on the Company’s financial
        condition and results of operations.
 9
  MATRIXX
        DOES NOT CURRENTLY HAVE AND MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY
        TO
        EXPLORE AND DEVELOP ITS OWNED INTERESTS. Matrixx does not currently have
        sufficient funds to for its participation in the planned exploration activities
        at Clovelly, Buck Snag, Manvel or Sandy Point or to develop reservoirs at
        said
        prospects. The development and exploration of these wells will require
        significant capital expenditures. Sources of external financing may include
        bank
        and non-bank borrowings and future debt and equity offerings. There can be
        no
        assurance that financing will be available on acceptable terms, or at all.
        The
        failure to obtain financing would have a material adverse effect on the
        Company’s growth strategy and its results of operations and financial
        condition.
 
 MATRIXX’S
        OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH
        THE
        OIL & GAS INDUSTRY. Matrixx’s prospective oil and gas operations are also
        subject to all the hazards and risks normally incident to the development,
        exploitation, production and transportation of, and the exploration for,
        oil and
        gas, including unusual or unexpected geologic formations, pressures, down
        hole
        fires, mechanical failures, blowouts, explosions, uncontrollable flows of
        oil,
        gas or well fluids and pollution and other environmental risks. These hazards
        could result in substantial losses to the Company due to injury and loss
        of
        life, severe damage to and destruction of property and equipment, pollution
        and
        other environmental damage and suspension of operations. The Company intends
        to
        participate in insurance coverage maintained by the operator of its wells,
        although there can be no assurances that such coverage will be sufficient
        to
        prevent a material adverse effect to Matrixx in such events.
 
 ESTIMATES
        OF RESERVES ARE SUBJECTIVE. Estimates of oil and gas reserves, by necessity,
        are
        projections based on engineering data, and there are uncertainties inherent
        in
        the interpretation of such data as well as the projection of future rates
        of
        production and the timing of development expenditures. Reserve engineering
        is a
        subjective process of estimating underground accumulations of oil and gas
        that
        are difficult to measure. Estimates of economically recoverable oil and gas
        reserves and of future net cash flows depend upon a number of variable factors
        and assumptions, such as future production, oil and gas prices, operating
        costs,
        development costs and remedial costs, all of which may vary considerably
        from
        actual results. As a result, estimates of the economically recoverable
        quantities of oil and gas and of future net cash flows expected there from
        may
        vary substantially. Moreover, there can be no assurance that our reserves
        will
        ultimately be produced or that any undeveloped reserves will be
        developed.
 
 MATRIXX’S
        COSTS MAY BE AFFECTED BY NEW GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS.
        Many
        jurisdictions have at various times imposed limitations on the production
        of oil
        and gas by restricting the rate of flow for oil and gas wells below their
        actual
        capacity toproduce. Because current regulations coveringthe Company'soperations
        are subject to change at any time,
        it
        may incur significant costs for compliance in the future.
  10
  RISKS
        RELATED TO THE MINING INDUSTRY
 
 EXPLORATION
        IN GENERAL, AND GOLD EXPLORATION IN PARTICULAR, ARE SPECULATIVE AND ARE
        FREQUENTLY UNSUCCESSFUL. Mineral exploration, particularly for gold and silver,
        is highly speculative in nature, capital intensive, involves many risks and
        frequently is nonproductive. There can be no assurance that the Company’s
        mineral exploration efforts will be successful. If the Company discovers
        a site
        with gold or other mineralization, it will take a number of years from the
        initial phases of drilling until production is possible, during which time
        the
        economic feasibility of production may change. Substantial expenditures are
        required to establish ore reserves through drilling, to determine metallurgical
        processes to extract the metals from the ore and, in the case of new properties,
        to construct mining and processing facilities. As a result of these
        uncertainties, no assurance can be given that Matrixx’s exploration programs
        will result in the expansion or replacement of existing ore reserves that
        are
        being depleted by current production.
 
 MATRIXX
        DOES NOT CURRENTLY HAVE AND MAY NOT BE ABLE TO RAISE THE FUNDS NECESSARY
        TO
        EXPLORE AND DEVELOP THE HAZARD PROPERTY. Matrixx does not currently have
        sufficient funds to complete all of the planned exploration activities at
        Hazard
        or to develop a mine at the Hazard Lake Property. The development and
        exploration of the Hazard Lake Property will require significant capital
        expenditures. Sources of external financing may include bank and non-bank
        borrowings and future debt and equity offerings. There can be no assurance
        that
        financing will be available on acceptable terms, or at all. The failure to
        obtain financing would have a material adverse effect on the Company’s growth
        strategy and its results of operations and financial condition.
 
 MATRIXX’S
        OPERATIONS MAY BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED WITH
        THE
        MINING INDUSTRY**.** Matrixx’s business is subject to a number of
        risks and hazards including adverse environmental effects, technical
        difficulties due to unusual or unexpected geologic formations, and pit wall
        failures. Such risks could result in personal injury, environmental damage,
        damage to and destruction of production facilities, delays in mining and
        liability. For some of these risks, the Company will maintain insurance to
        protect against these losses at levels consistent with industry practice.
        However, Matrixx may not be able to maintain those levels of insurance,
        particularly if there is a significant increase in the cost of premiums.
        Insurance against environmental risks is generally too expensive or not
        available for the Company and other companies in the mining industry, and,
        therefore, the Company does not currently anticipate that it will maintain
        environmental insurance. To the extent the Company is subject to environmental
        liabilities, it would have to pay for these liabilities. Moreover, in the
        event
        that Matrixx is unable to fully pay for the cost of remedying an environmental
        problem, it might be required to suspend or significantly curtail operations
        or
        enter into other interim compliance measures.
   RISKS
        RELATED TO MATRIXX’S STOCK
 
 SHARES
        ELIGIBLE FOR FUTURE SALE BY CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT THE
        COMPANY’S STOCK PRICE. To date, the Company has had a limited trading volume in
        its Common Stock. As long as this condition continues, the sale of a significant
        number of shares of Common Stock at any particular time could be difficult
        to
        achieve at the market prices prevailing immediately before such shares are
        offered. In addition, sales of substantial amounts of Common Stock, including
        shares issued upon the exercise of outstanding options and warrants, under
        Securities and Exchange Commission Rule 144 or otherwise could adversely
        affect
        the prevailing market price of the Common Stock and could impair the Company’s
        ability to raise capital at that time through the sale of securities. In
        the
        past, due to a shortage of cash the Company has compensated its employees
        and
        consultants in shares of its Common Stock. This practice may continue in
        the
        future. Many of these shares have been registered or will be registered for
        resale to the public in registration statements on Form S-8.
  11
  THE
        COMPANY'S COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE; THE COMMON
        STOCK
        IS "PENNY STOCK". The market price of the Company's Common Stock is likely
        to be
        highly volatile as the stock market in general, and the market for technology
        companies in particular, has been highly volatile. The trading prices of
        many
        technology companies' stocks have recently been highly volatile and have
        recorded lows well below historical highs.
 
 Factors
        that could cause such volatility in the Company's Common Stock may include,
        among other things:
 
 -
        actual
        or anticipated fluctuations in quarterly operating results;
 
 -
        announcements of new oil and gas reserves found;
 
 -
        changes
        in financial estimates by securities analysts;
 
 -
        conditions or trends in the Company's industry; and
 
 -
        changes
        in the market valuations of other comparable companies.
 
 In
        addition, the Company's stock is currently traded on the NASD O-T-C Bulletin
        Board and it is uncertain that it will be able to successfully apply for
        listing
        on the AMEX, the NASDAQ Global Market, or the NASDAQ Capital Market in the
        foreseeable future due to the trading price for the Common Stock, the Company's
        lack of working capital and its revenue history. Failure to list the Common
        Stock on the AMEX, or NASDAQ, will impair the liquidity of the Common
        Stock.
 
 The
        Securities and Exchange Commission has adopted regulations which generally
        define a "penny stock" to be any security that 1) is priced under $5.00,
        2) is
        not traded on a national stock exchange or on NASDAQ, 3) may be listed in
        the
        "pink sheets" or the NASD OTC Bulletin Board, 4) is issued by a company that
        has
        less than $5 million in net tangible assets and has been in business less
        than
        three years, or by a company that has under $2 million in net tangible assets
        and has been in business for at least three years, or by a company that has
        revenues of less than $6 million for three years.
 
 Penny
        stocks can be very risky: penny stocks are low-priced shares of small companies
        not traded on an exchange or quoted on NASDAQ. Prices often are not available.
        Investors in penny stocks are often unable to sell stock back to the dealer
        that
        sold them the stock. Thus an investor may lose his/her investment. The Company's
        Common Stock is a "penny stock" and thus is subject to rules that impose
        additional sales practice requirements on broker/dealers who sell such
        securities to persons other than established customers and accredited investors,
        unless the Common Stock is listed on NASDAQ.
 
 Consequently,
        the "penny stock" rules may restrict the ability of broker/dealers to sell
        Matrixx's securities, and may adversely affect the ability of holders of
        the
        Common Stock to resell their shares in the secondary market. In addition,
        according to the SEC, the market for "penny stocks" has suffered in recent
        years
        from patterns of fraud and abuse. Such patterns include (i) control of the
        market for the stock by one or a few broker-dealers whom are often related
        to
        the promoter or issuer; (ii) manipulation of prices through prearranged matching
        of purchases and sales and false and misleading press releases; (iii) "boiler
        room" practices involving high-pressure sales tactics and unrealistic price
        projections by salespersons; (iv) excessive and undisclosed bid-ask
        differentials and markups by selling broker-dealers after prices have been
        manipulated to a desired level, along with the resulting collapse of those
        prices and investor losses. The Company's management is aware of the abuses
        that
        have occurred historically in the "penny stock" market. Although the Company
        does not expect to be in a position to dictate the behavior of the market
        orof
        broker-dealers who participate in the market, management will strive within
        the
        confines of practical limitations to prevent the described patterns from
        being
        established with respect to the Company's securities.
  12
  SOME
        OF
        THE INFORMATION IN THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS.
        Some of the information in this quarterly report contains forward-looking
        statements that involve substantial risks and uncertainties. These statements
        can be identified by forward-looking words such as "may", "will", "expect",
        "intend", "anticipate", "believe", "estimate" and "continue" or similar
        words.
 
 Statements
        that contain these words should be reviewed carefully because they:
 
 -
        discuss
        management's expectations about the Company's future performance;
 
 -
        contain
        projections of the Company's future operating results or of its future financial
        condition; or
 
 -
        state
        other "forward-looking" information.
 
 Management
        believes it is important to communicate expectations to the Company's
        stockholders. There may be events in the future, however, that management
        is not
        able to predict accurately or over which it has no control. The risk factors
        listed in this section, as well as any cautionary language in this Annual
        Report, provide examples of risks, uncertainties and events that may cause
        the
        Company's actual results to differ materially from the expectations described
        in
        forward- looking statements. The occurrence of any of the events described
        in
        these risk factors and elsewhere in this Annual Report could have a material
        and
        adverse effect on Matrixx's business, results of operations and financial
        condition and that upon the occurrence of any of these events, the trading
        price
        of its Common Stock could decline.
   ITEM
        3.
        CONTROLS AND PROCEDURES
 
 On
        May
        10, 2007, management concluded its evaluation of the effectiveness of the
        Company's disclosure controls and procedures. As of that date, the Company's
        Chief Financial Officer and Interim Chief Executive Officer concluded that
        the Company maintains effective disclosure controls and procedures that ensure
        information required to be disclosed in the Company's reports under the
        Securities Exchange Act of 1934 is recorded, processed, summarized and reported
        within the time periods specified in the SEC's rules and forms. Specifically,
        the disclosure controls and procedures assure that information is accumulated
        and communicated to the Company's management, including its Chief Financial
        Officer and Interim Chief Executive Officer, as appropriate, to allow
        timely decisions regarding required disclosure. There have been no significant
        changes in the Company's internal controls or in other factors that could
        significantly affect these controls subsequent to the date of management's
        evaluation.
   PART
        II -
        OTHER INFORMATION
 
 ITEM
        1.
        LEGAL PROCEEDINGS.
 
 Not
        applicable.
  ITEM
        2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
 On
        August
        1, 2006, the Company executed the Kuma Loan. Pursuant to the terms of the
        Kuma
        Loan, the Company may borrow up to $500,000 to pay for acquisitions, cash
        calls,
        payables and public company expenses. Subsequently, on  January 1,
        2007, Kuma agreed to increase the allowable principle for borrowing by $250,000
        for an aggregate amount of $750,000.  The Kuma Loan matures in 30
        months, on January 31, 2009, and bears interest at 10% per annum payable
        at
        maturity. As an incentive for the Kuma Loan, Kuma is to receive a 10% bonus
        payable in restricted Common Stock to be issued upon receipt of the aggregate
        $500,000 in principal with the remainder due upon the completion of the extended
        amount of principle. Kuma was issued 4,192,833 shares
        valued at $0.012 per share for an aggregate of $50,000 on  February
        22, 2007. The shares were issued subject to Section 4 (2) of the Securities
        Act
        of 1933. Kuma is an accredited investor that has represented to the Company
        that
        it is acquiring the securities for investment, and not with a view towards
        distribution.
 13
  For
        the
        three-months ended March 31, 2007, $435,263 of expense related to the issuance
        of an aggregate of 50,501,624 shares of Common Stock was paid to six
        consultants, including Ms.
 Thompson,
        whom was issued shares for services rendered while acting in her capacity
        as an
        officer of Matrixx, in lieu of cash compensation for various services including
        oil and gas operations including but not limited to reviews and interpretations
        of drilling AFE’s, daily drilling progress, and assessments and interpretations
        of 3D Seismic data. Additional services include locating and reviewing further
        acquisition candidates and management consulting. The issuances were made
        in
        reliance on Section 4(2) of the Securities Act, and were made without general
        solicitation or advertising. The recipients were sophisticated investors
        with
        access to all relevant information necessary to evaluate the investments,
        and
        who represented to us that the shares were being acquired for investment
        purposes.
 
 In
        addition, $23,334 of expense was related to the issuance of  2,583,334
        shares of Common Stock, was issued to three consultants for prepaid consulting
        expenses of the kind described above. At March 31, 2007, the Company had
        no
        cash. Consultants receiving stock agreed to receive these securities, in
        lieu of
        cash, for payment of services rendered. All shares are subject to piggy-back
        registration rights. The issuances were made in reliance on Section 4(2)
        of the
        Securities Act, and were made without general solicitation or advertising.
        The
        recipients were sophisticated investors with access to all relevant information
        necessary to evaluate the investments, and who represented to us that the
        shares
        were being acquired for investment purposes.
 
 ITEM
        3.
        DEFAULTS UPON SENIORSECURITIES.
 
 Not
        applicable.
 
 ITEM
        4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 Not
        applicable.
 
 ITEM
        5.
        OTHER INFORMATION.
 
 Not
        applicable.
   ITEM
        6.
        EXHIBITS
 
 Exhibit
                  No.
              
              Description10.3
              
              Kuma
                Promissory Note31.01
              
              Certification
                  Pursuant to
                  Exchange Act Rules 13a-15(e) and 15d-15(c)32.01
              
              Certification
                  Pursuant to
                  Section 906
 14
  SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, hereunto duly
        authorized.
 
 Dated:
                  May 21, 2007MATRIXX
                  RESOURCE HOLDINGS, INC./s/
                  Catherine ThompsonCatherine
                  ThompsonInterim
                  Chief Executive Officer andChief
                  Financial Officer
   15