SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB




[X]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
              EXCEXCHANGE
                ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30,
                2006




[ 
                 ]
            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.


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                - - - -
                - - - -


(Exact
      name of registrant as specified in its charter)





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




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


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      - - - -
      - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
      - -
      -


(Address
      of principal executive office) (Zip Code)





(310)
      235-1479


------------------------------


(Issuer's
      telephone number)





Securities
      registered pursuant to Section 12 (b) of the Act: NONE





Securities
      registered pursuant to Section 12 (g) of the Act:




Title
                of each class
            Name
                of each exchange on which registeredCommon
                stock, $0.001 par value
            Over-the-Counter
                Bulletin Board





Check
      whether the issuer: (1) filed all 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 [ X
      ]       No [    ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [    ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes [ X ] No [    ]








State
      issuer's revenues for its most recent fiscal year. $0.





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. $3,821,242.





The
      number of outstanding shares of the issuer's Common Stock, $0.001 par value,
      as
      of October 9, 2006 was 189,455,576.





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 ("Securities Act").
      N/A.





Transitional
      Small Business Disclosure Format (Check One): Yes [  
]       No [ X ]







TABLE
                OF
                CONTENTS






PART
                I
            PAGEItem
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            9Item
                3.
            Legal
                Proceedings
            10Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            10






PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            11Item
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            12Item
                7.
            Financial
                Statements
            22Item
                8.
            Changes
                in and Disagreements With Accountants onAccounting
                and Financial Disclosure
            22Item
                8A.
            Controls
                and Procedures
            22Item
                8B.
            Other
                Information
            22






PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            23Item
                10.
            Executive
                Compensation
            24Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and
                Related Stockholder Matters
            26Item
                12.
            Certain
                Relationships and Related Transactions
            26Item
                13.
            Exhibits
            27Item
                14.
            Principal
                Accountant Fees and Services
            27Signatures
            
            28







PART
      I








ITEM
      1.
      DESCRIPTION OF BUSINESS





Background





As
      used
      in this Annual Report on Form 10-KSB, the terms "Company" or "Matrixx" refer
      to
      Matrixx Resource Holdings, Inc., a Delaware corporation formerly known as  Vinoble,
      Inc. (“Vinoble”) and Ohana Enterprises, Inc. (“Ohana”), its subsidiary Visual
      Interviews (“VI”), a Nevada corporation, and its predecessor Torchmail
      Communications, Inc. ("Torchmail"), unless the context indicates
      otherwise.





Since
      the
      Company’s emergence from bankruptcy on August 21, 1999 as Erly Industries, Inc.,
      the Company has attempted to acquire operations through an acquisition or
      merger, or to begin its own start-up business. Previous business strategies
      involved capital intensive start-ups focused on applications for emerging
      technologies. These endeavors ultimately were not successful due to the lack
      of
      operations, lack of capital and conflicts in strategic direction among
      management.





In
      September 2004, the Company formed a strategic partnership with GarcyCo Capital
      Corp. ("GCCC") which provided a significant investment in the Company to allow
      it to continue its search for an operating business or assets for acquisition.
      On September 14, 2004, the Company executed a Stock Purchase Agreement (the
      "SPA") with GCCC. The SPA required 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. 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. As of September 14, 2004, the 400,000 shares issued
      to GCCC equaled approximately 56.7% of the Company’s issued and outstanding
      Common Stock. All shares were restricted within the meaning of Rule 144 under
      the Securities Act and must be held indefinitely unless subsequently registered
      or qualified for exemption. 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. Therefore, it was
      possible that the Company would have to issue additional shares of Common Stock
      to meet its contractual commitment to GCCC.





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 the fiscal year ended June 30, 2005.
      GCCC subsequently extended the directorship term for both Ms. Thompson and
      Mr.
      Avatar through December 31, 2007. To date, GCCC has not formally designated
      a
      representative for the Board of Directors.





As
      of
      June 30, 2006, the Company had received an aggregate of $353,810 in financing
      from the SPA resulting in the required issuance of 11,832,447 shares as
      calculated at a 37.5% discount to the 10-day trailing closing price of the
      Company’s Common Stock at the time of each payment per the terms of the SPA. As
      of June 30, 2006, the Company had delivered an aggregate of 5,828,352 shares
      of
      Common Stock to GCCC and owed a balance of 6,004,095 restricted common shares
      at
      an average price of $.03 per share for investments received from GCCC.





As
      of
      July 18, 2006, GCCC completed its obligation to deliver an aggregate of $500,000
      in financing


to
      the
      Company ahead of schedule. On September 11, 2006, the Company issued 12,715,021
      shares of restricted Common Stock to complete its obligations under the SPA.
      The
      Company received an aggregate of $500,810 and issued an aggregate of 18,543,373
      shares of Common Stock, restricted within the meaning of Rule 144 under the
      Securities Act, at an average price of $0.027 per share, pursuant to the terms
      of the SPA.


1


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 provides that the Company
      would acquire from GCCC certain property and businesses and in consideration,
      GCCC shall 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 has 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 shall be required to forfeit the pro-rata balance of the 12,500,000 shares.
      Additionally, the Company has issued to GCCC 100 shares of the
      Company’s Series A Convertible Preferred Stock and 100 shares of Series B
      Convertible Preferred 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 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.
      Efforts were initially focused on the acquisition of assets, businesses, and
      strategic partners in the wireless asset tracking sub-sector of the Homeland
      Security market. However, in its pursuit to offer end-to-end solutions for
      the
      tracking, management, and monitoring of both mobile and non-mobile assets
      utilizing Radio Frequency Identification and Global Position Systems, the
      Company encountered opportunities to invest in several prospects in the oil
      and
      gas and mining sectors. These investments were to be initially used as testing
      grounds for the new technologies. However, further evaluation caused the Company
      to re-focus its strategy to target oil and gas and natural resource exploration
      to take advantage of the ability to make minimal investments in numerous
      prospects thus allowing for better structure of cash flow and diversification
      of
      risk. The Company views this strategic direction to be more advantageous than
      development of new product technologies given the established market demand
      for
      natural resources.





Natural
      Resource Exploration





Definitions
      of Industry Terms


--------------------------------





**Au.** The
      symbol for the element gold.


**Acre.** An
      area
      of 43,560 square feet.


**Assay.** An
      analysis (an ore, alloy, etc.) in order to determine the quantity of gold,
      silver, or other metal in it.


**Bbl** .
      One
      stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil
      or
      other liquid hydrocarbons.


**BCFG** .
      One
      billion cubic feet of natural gas at standard atmospheric
      conditions.


**Back-in
      Working interest.** **** The
      owner
      of this type of working interest in the drilling of a well incurs no liability
      for drilling costs associated with a well until the well is drilled and drilling
      costs have been paid-out to the working interest holders. At that point the
      back-in interest holder is responsible for any and all well costs proportionate
      to the back-in ownership interest.


**Completion
      Costs.** The
      costs to install permanent equipment for the production of oil or natural
      gas.


**Dry
      Hole Costs** .
      The
      costs to drill the well, not including acquisition costs, up to
      completion.


**Development
      well** .
      A well
      drilled within the proved area of an oil or natural gas reservoir to the depth
      of a stratigraphic horizon known to be productive.


**Drilling
      break.** Resevoir
      quality sand and pressure entering the well bore.


**Drilling
      target** .
      A
      potential reservoir rock.




2


**Exploration** .
      The
      search for natural accumulations of oil and natural gas by any geological,
      geophysical or other suitable means.


**Fault** .
      A break
      in the rocks along which one side has moved relative to the other.


**Field.** An
      area
      consisting of either a single reservoir or multiple reservoirs, all grouped
      on
      or related to the same individual geological structural feature and/or
      stratigraphic condition.


**Hectare.** A metric
      unit of area equal to 100 acres (2.471 acres).


**Hydrocarbon** .
      A
      molecule formed primarily by carbon and hydrogen atoms. Crude oil and natural
      gas are composed of hydrocarbon molecules.


**Lease.** An
      instrument which grants to another (the lessee) the exclusive right to enter
      to
      explore for, drill for, produce, store and remove oil and natural gas on the
      mineral interest, in consideration for which the lessor is entitled to certain
      rents and royalties payable under the terms of the lease. Typically, the
      duration of the lessee’s authorization is for a stated term of years and “for so
      long thereafter” as minerals are producing.


**MCF.** One
      thousand cubic feet.


**MMBO.** One
      million barrels of oil.


**Miocene** .
      An
      epoch of time from 24 to 5.3 million years ago, part of the Tertiary
      Period.


**Operator.** The
      individual or company responsible to the working interest owners for the
      exploration, development and production of an oil or natural gas well or lease.


**Participant
      Group / Interest Owners** .
      The
      individuals and/or companies that, together, comprise the ownership of 100%
      of
      the working interest in a specific well or project.


**Productive
      well** .
      A well
      that is found to be capable of producing hydrocarbons in sufficient quantities
      such that proceeds from the sale of the production exceed production expenses
      and taxes.


**Prospect** .
      A
      specific geographic area which, based on supporting geological, geophysical
      or
      other data and also preliminary economic analysis using reasonably anticipated
      prices and costs, is deemed to have potential for the discovery of commercial
      hydrocarbons.


**Proved
      undeveloped reserves (PUD** ).
      Proved
      reserves that are expected to be recovered from new wells on undrilled acreage
      or from existing wells where a relatively major expenditure is required for
      re-completion.


**Recoverable
      reserves** .
      The
      amount that can be produced from a reservoir under current economic conditions.
      It is a fraction of the oil in a place.


**Reserves** .
      Natural
      gas and crude oil, condensate and natural gas liquids on a net revenue interest
      basis, found to be commercially recoverable.


**Reservoir.** A
      porous
      and permeable underground formation containing a natural accumulation of
      producible natural gas and/ or oil that is confined by impermeable rock or
      water
      barriers and is separate from other reservoirs.


**Royalty** .
      An
      interest in an oil and natural gas lease that gives the owner of the interest
      the right to receive a portion of the production from the leased acreage, or
      of
      the proceeds of the sale thereof, but generally does not require the owner
      to
      pay any portion of the costs of drilling or operating the wells on the leased
      acreage. Royalties may be either landowner’s royalties, which are reserved by
      the owner of the leased acreage at the time the lease is granted, or overriding
      royalties, which are usually reserved by an owner of the leasehold in connection
      with a transfer to a subsequent owner.


**Sedimentary
      rock** .
      A rock
      composed of sediments deposited on the surface of the ground or bottom of the
      ocean. Sandstone, limestone and shale are examples. Salts precipitated out
      of
      water also form sedimentary rocks.


**Seismic
      survey** .
      A
      petroleum exploration method in which sound energy put into the earth with
      a
      source. The sound energy reflects of subsurface sedimentary rock layers and
      is
      recorded by detectors on the surface. An image of the sub-surface rock layers
      is
      made with the seismic data to find petroleum traps.


**Turnkey
      contract** .
      A
      drilling contract based on a fixed fee to drill to contract depth.


**Twin
      hole** .
      A well
      drilled adjacent to an existing well.


**Water
      injection.** Water
      injected into a producing reservoir for pressure maintenance, waterflood or
      enhancing oil recovery.


**Working
      Interest** .
      An
      interest in an oil and gas lease that gives the owner of the interest the right
      to drill and produce oil and gas on the leased acreage and requires the owner
      to
      pay a share of the costs of drilling and production operations. The share of
      production to which a working interest owner is entitled will always be
      smaller than the share of costs that the working interest owner is required
      to
      bear, with the balance of the production accruing to the owners of royalties.




3




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 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, 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 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
      Hazard Lake Property lies within the Archean Birch-Uchi Greenstone Belt of
      the
      western Uchi Subprovince of NW Ontario, in an area known as the Red Lake Mining
      District. The Red Lake district is a well known mining camp based on Archean
      greenstone rocks which contains Placer Dome's old Campbell mine and Goldcorp's
      Red Lake mine which is described as the lowest cost, highest grade mine in
      the
      world. The property consists of three unpatented claims, all of which are in
      good standing, with an aggregate area of approximately 355 hectares.





The
      most
      significant mineralization discovered on the Hazard Lake property to date is
      at
      the Northgate and Milberry occurrences. Records at the Red Lake Resident
      Geologist Office of the Ontario Ministry of Northern Development and Mines
      indicate activity on the property dating to 1937. The Northgate Occurrence
      was
      discovered in 1959. It tested with one hole intersecting 0.4 ounces per ton
      Au
      over 3.3 feet at 500 feet deep. At the time, the resource was calculated to
      be
      64,600 tons grading 0.28 ounces gold per ton (g/t). This resource constitutes
      a
“historical resource” in the context of N.I. 43-101. Those claims were then
      taken to lease. The mineralization at the Milberry Occurrence is believed to
      be
      the extension of the Hill-Sloan-Tivy vein north of the property. In 1969,
      mapping with a ground magnetic survey traced the vein for a length of 228
      meters. Drilling on the Milberry Occurrence has returned assays up to 107.31
      g/t
      Au over 0.91 meters, 151.54 g/t over 0.67 meters, 81.94 g/t over .76 meters,
      and
      44.29 g/t Au over .91 meters. In 1981 and 1982, geological mapping and surveys
      were conducted using magnetics and VLF-EM; soil/humus sampling was also
      performed. There has been no further activity on the property recorded since
      1982.




The
      Company and GCCC are currently reviewing a proposal for an exploration program
      which would be aimed at confirming the presence of the gold mineralization
      previously intersected at the Northgate Occurrence,
      determining the shape and orientation of the gold-mineralized zones, and
      extending knowledge of the known mineralization, both along strike and at depth.




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.),
      (“Sterling”), to purchase a 5% minority interest in an oil prospect
      property. The property is the Clovelly Prospect (“Clovelly”) which is
      located in southeast Louisiana in the Lafourche Parish. The Letter Agreement
      called for an aggregate purchase price of $115,000, of which $15,000 was prepaid
      in cash. The balance of $100,000 was paid with the issuance of 2,000,000 shares
      of registered Common Stock. 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.


4




The
      Clovelly Prospect is a late piercement salt dome that traps hydrocarbon from
      late to middle Miocene time. Since its discovery, the field has produced in
      excess of 30 MMBO and 200 BCFG. Reservoirs typically exhibit moderate water
      drives and benefit from water and/or gas injection. The eastern flank of the
      field has been redeveloped with additional drilling and water injection.





Drilling
      of the Allain LeBreton No. 2 well on the Clovelly Prospect commenced on June
      19,
      2006. The operator of the property, Matrixx and the partners agreed upon and
      contracted on a turnkey basis with Grey Wolf Drilling Company to utilize its
      Rig
      No. 611 for the drilling.  The
      original proposed target was to test the "M" Sand at a depth of approximately
      13,500 feet with a prospective size of 3.6 MMBO. After further geophysical
      review of a 3D Seismic survey of the property, the operator and the interest
      owners of the prospect and put forth a further development plan to test the
      "P"
      Sand at approximately 14,200 feet. If successful, it is presumed that the deeper
      sands would contribute to significantly increase the reserves in the well to
      an
      anticipated 11 MMBO for a nominal increase in the dry hole cost. The well was
      nearing its objective but the operator of the well reported on August 3, 2006
      that a "drilling break" (encountering reservoir quality sand and pressure)
      was
      encountered from 14,275 feet to 14,280 feet. The drilling break in this instance
      was related to gas entering the well bore. The operator subsequently raised
      the mud weight to 12.6 pounds per gallon to contain the pressure and continued
      circulating gas out of the hole before running 7 inch protective casing. It
      was
      anticipated that another 200 feet would be drilled to get through the objective
      "M" sand.




Due
      to
      difficulties encountered in drilling the No. 2 well, the operator will drill
      a
      twin hole. A twin hole is described as drilling a well adjacent to an existing
      well, such as the No. 2 well. The Company expects drilling of the twin to take
      place near the original well so that it may tap into the first gas discovery
      found; while, simultaneously at a distance as not to encounter unfavorable
      conditions as a result from the initial hole. The Company also plans to drill
      as
      soon as practicable, an additional well known as a PUD (Proven, Undeveloped
      well) to a target depth of 12,500. The PUD recoverable reserves are estimated
      at
      250,000 barrels of oil with an upward potential of 500,000 barrels.




The
      No. 2
      well encountered a two foot gas discovery, but due to the location of the hole,
      the drilling may have incurred an offset, whereby an additional 28 feet of
      discovery may exist containing up to 5 BCFG. While the gas discovery might
      be
      considered as an added benefit, the intended cause of drilling the twin is
      primarily to target what is known as the "M" sand at or about 14,300 feet to
      14,500 feet with a prospective size of 10 to 11 MMBO. The Clovelly field has
      produced over 30 MMBO, most of which occurred in the "M" sand.




Drilling
      of the PUD well will likely occur prior to, or concurrently with, the drilling
      of the twin well and is expected to assist in offsetting cash outlays required
      for the new well. It is anticipated that this will occur in the late fourth
      calendar quarter 2006 or early first calendar quarter 2007.




5


Other
      Investments





The
      Company is developing a program for future investments 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 goal is to cash flow proceeds from successes into new projects. To
      date financing has been supplied by the SPA with GCCC. The
      Company and GCCC are in discussions to renew the SPA, 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 .





Buck
      Snag Field.
      Since June 30, 2006, the Company has entered into several other participation
      agreements for oil and gas prospects. 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 Canadian corporation
      (“Texhoma”), for a purchase price of $150,000. The Company’s 42.5% working
      interest in the leases is subject to an existing overriding 28% Royalty
      Interest. Pursuant to the terms of the Buck Snag Agreement, Texhoma has the
      right to back-in for a 12.5% working interest after payout of the investment
      to
      the Company. Payout is defined as the receipt by the Company of the equivalent
      of the purchase price and the investment out of revenue distribution from the
      Operator. Sunray Operating Company, LLC, located in Sugarland, Texas, (“Sunray”
or “Operator”), is the Operator for Buck Snag. Per the Buck Snag Agreement,
      Sunray is also entitled to a 12.5% working interest, proportionately reduced
      at
      payout. Both back-in working interest percentages to Texhoma and to Sunray
      are
      already factored into the Company’s 42.5% working interest percentage.




The
      Buck
      Snag Prospect covers approximately 280 acres of land in Colorado County, Texas.
      Shallow development well(s), not more than 5,000 feet, will be drilled and
      completed to produce by-passed and attic gas reserves. By-passed and attic
      gas
      reserves are those which are contained in relatively impermeable rocks or above
      the primary reservoir. Each well will be drilled at a strategic location to
      test
      at a minimum two separate reservoir sands where potential gas or oil reserves
      may be located. The possibility of encountering nine separate reservoir sands
      within the Buck Snag lease block is seen.





The
      #1
      Schiurring well on Buck Snag commenced drilling on August 11, 2006 at
      approximately 500 feet north of the Windsor #2 Schiurring well. On August 18,
      2006 the target depth of 4,400 feet was reached. The #1 Schiurring well was
      completed in the 2,030 foot sand and placed into production  on
      August
      24, 2006. Initial flow rate commenced at 120 MCF of gas per day, and after
      the
      water cleanup, well production is expected to increase to 300 MCF of gas per
      day. Recoverable reserves for the project are estimated at 2 to 3 BCFG. Net
      drilling cost was $170,000, of which the Company’s obligation of $72,250 has
      been paid. Net completion costs were $72,380 of which the Company’s obligation
      of $30,761 is still owing. The Company, its partners and the operator have
      agreed to drill three additional wells on the Buck Snag Prospect before December
      31, 2006. Subsequent well locations and depths will be keyed off the geology
      of
      the first well.




6


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 shall receive 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”). Estimated dry hole costs for the wells are $170,000 and
      $100,000, of which the Company’s obligations are $93,500 and $55,000,
      respectively.





The
      Company’s 55% working interest in the leases is subject to an existing
      overriding 25% Royalty Interest. Pursuant to the terms of the Manvel Agreement,
      Texhoma has the right to back-in for a 12.5% working interest after payout
      of
      the investment to the Company for each well. Payout is defined as the receipt
      by
      the Company of the equivalent of the purchase price and the investment out
      of
      revenue distribution from the Operator, Sunray. Per the Manvel Agreement, Sunray
      is also entitled to a 12.5% working interest, proportionately reduced at payout
      for each well. Both back-in working interest percentages to Texhoma and to
      Sunray are already factored into the Company’s 55% working interest percentage
      for both leases.





Sandy
      Point Prospect.
      The Company has finalized terms with Texhoma for participation in the Sandy
      Point Prospect. The Company has agreed to concessions in its working interest
      percentages for the Buck Snag and the Manvel Prospects in exchange for a 10%
      participation in the Sandy Point Prospect, also located in Brazoria County,
      Texas. The Company’s initial working interest in Buck Snag was 57.5%, which was
      decreased to 42.5% as described above. Additionally, the Company’s initial 55%
      working interest in each of the Manvel Prospects has been decreased to 45%,
      thus
      decreasing the Company’s obligations for dry hole costs to $76,500 and $45,000,
      respectively. The remaining terms of the Buck Snag and Manvel Agreements were
      not altered. The well at Sandy Point will be drilled to a total depth of 6,700
      feet to the Frio formation which covers  approximately
      160 acres. The operator, Sunray Operating Company, expects to gain approximately
      20 feet of structure to the existing well.





Competition


--------------------------------





The
      Company will be involved in intense competition with other oil and gas and
      natural resource exploration companies, many of which will have a competitive
      edge over the Company by virtue of their stronger financial resources and prior
      industry experience. There is no assurance that the Company will be successful
      in obtaining suitable investments.





Employees


--------------------------------




As
      of
      June 30, 2006, the Company had one full time administrative employee. Management
      of the Company expects to utilize consultants as necessary but does anticipate
      the need to hire an industry professional in the position of Chief Executive
      Officer in the upcoming fiscal year. As the Company’s portfolio on investments
      continues to grow and the Company becomes more entrenched in the oil and gas
      industry, it will be necessary to hire an industry professional to lead the
      Company and to act as a representative to the public and to institutional level
      investors.




Governmental
      Regulation


--------------------------------





Our
      exploration, development, production and marketing operations are subject to
      extensive rules and regulations by federal, state and local authorities.
      Numerous federal, state and local departments and




7




agencies
      have issued rules and regulations binding on the oil and gas industry, some
      of
      which carry substantial penalties for noncompliance. State statutes and
      regulations require permits for drilling operations, bonds and reports
      concerning operations. Most states also have statutes and regulations governing
      conservation and safety matters, including the unitization and pooling of oil
      and gas properties, the establishment of maximum rates of production from oil
      and gas wells and the spacing of such wells. Such statutes and regulations
      may
      limit the rate at which oil and gas otherwise could be produced from our properties.
      These statutes, along with the regulations interpreting the statutes, generally
      are intended to prevent waste of oil and natural gas, and to protect correlative
      rights to produce oil and natural gas by assigning allowable rates of production
      to each well or proration unit. The regulatory burden on the oil and gas
      industry increases its cost of doing business and, consequently, affects its
      profitability. Because these rules and regulations are frequently amended or
      reinterpreted, we are not able to predict the future cost or impact of complying
      with such laws.




The
      Federal Energy Regulatory Commission ("FERC") regulates interstate natural
      gas
      transportation rates and service conditions, which affect the marketing of
      gas
      produced by the Company, as well as the revenues we receive for sales of such
      production. Since the mid-1980s, the FERC has issued various orders that have
      significantly altered the marketing and transportation of gas. These orders
      resulted in a fundamental restructuring of interstate pipeline sales and
      transportation services, including the unbundling by interstate pipelines of
      the
      sales, transportation, storage and other components of the city-gate sales
      services such pipelines previously performed. These FERC actions were designed
      to increase competition within all phases of the gas industry. The interstate
      regulatory framework may enhance the Company’s ability to market and transport
      its gas, although it may also subject it to greater competition and to the
      more
      restrictive pipeline imbalance tolerances and greater associated penalties
      for
      violation of such tolerances.




The
      FERC
      has implemented regulations establishing an indexing system for transportation
      rates for oil pipelines, which, generally, would index such rate to inflation,
      subject to certain conditions and limitations. Management is not able to predict
      with any certainty what effect, if any, these regulations will have on the
      Company. Other factors being equal, the regulations may, over time, tend to
      increase transportation costs which may have the effect of reducing wellhead
      prices for oil and natural gas liquids.





Environmental
      Matters


--------------------------------





Operations
      on properties in which the Company has an interest are subject to extensive
      federal, state and local environmental laws that regulate the discharge or
      disposal of materials or substances into the environment and otherwise are
      intended to protect the environment. Numerous governmental agencies issue rules
      and regulations to implement and enforce such laws, which are often difficult
      and costly to comply with and which carry substantial administrative, civil
      and
      criminal penalties and in some cases injunctive relief for failure to comply.





Some
      laws, rules and regulations relating to the protection of the environment may,
      in certain circumstances, impose ‘‘strict liability’’ for environmental
      contamination. These laws render a person or company liable for environmental
      and natural resource damages, cleanup costs and, in the case of oil spills
      in
      certain states, consequential damages without regard to negligence or fault.
      Other laws, rules and regulations may require the rate of oil and gas production
      to be below the economically optimal rate or may even prohibit exploration
      or
      production activities in environmentally sensitive areas. In addition, state
      laws often require some form of remedial action, such as closure of inactive
      pits and plugging of abandoned wells, to prevent pollution from former or
      suspended operations.





Legislation
      has been proposed in the past and continues to be evaluated in Congress from
      time to time that would reclassify certain oil and gas exploration and
      production wastes as ‘‘hazardous wastes.’’ This reclassification would make
      these wastes subject to much more stringent storage, treatment, disposal and
      clean-up requirements, which could have a significant adverse impact on
      operating costs. Initiatives to further regulate the disposal of oil and gas
      wastes are also proposed in certain states from time to time and may include
      initiatives at the county, municipal and local government levels. These various
      initiatives could have a similar adverse impact on operating costs.


8




The
      regulatory burden of environmental laws and regulations increases the cost
      and
      risk of doing business and consequently will affect the Company’s financial
      condition. The federal Comprehensive Environmental Response, Compensation and
      Liability Act, or CERCLA, also known as the ‘‘Superfund’’ law, imposes
      liability, without regard to fault, on certain classes of persons with respect
      to the release of a ‘‘hazardous substance’’ into the environment. These persons
      include the current or prior owner or operator of the disposal site or sites
      where the release occurred and companies that transported, disposed or arranged
      for the transport or disposal of the hazardous substances found at the site.
      Persons who are or were responsible for releases of hazardous substances under
      CERCLA may be subject to joint and several liability for the costs of cleaning
      up the hazardous substances that have been released into the environment and
      for
      damages to natural resources, and it is not uncommon for the federal or state
      government to pursue such claims.





It
      is also not uncommon for neighboring landowners and other third parties to
      file
      claims for personal injury or property or natural resource damages allegedly
      caused by the hazardous substances released into the environment. Under CERCLA,
      certain oil and gas materials and products are, by definition, excluded from
      the
      term ‘‘hazardous substances.’’ At least two federal courts have held that
      certain wastes associated with the production of crude oil may be classified
      as
      hazardous substances under CERCLA. Similarly, under the federal Resource,
      Conservation and Recovery Act, or RCRA, which governs the generation, treatment,
      storage and disposal of ‘‘solid wastes’’ and ‘‘hazardous wastes,’’ certain oil
      and gas materials and wastes are exempt from the definition of ‘‘hazardous
      wastes.’’ This exemption continues to be subject to judicial interpretation and
      increasingly stringent state interpretation. During the normal course of
      operations on properties in which the Company has an interest, exempt and
      non-exempt wastes, including hazardous wastes, that are subject to RCRA and
      comparable state statutes and implementing regulations are generated or have
      been generated in the past. The federal Environmental Protection Agency and
      various state agencies continue to promulgate regulations that limit the
      disposal and permitting options for certain hazardous and non-hazardous wastes.





Management
      believes that the operators of the properties in which the Company has an
      interest are in substantial compliance with applicable laws, rules and
      regulations relating to the control of air emissions at all facilities on those
      properties. The occurrence of a significant event not fully insured or
      indemnified against could have a material adverse effect on the Company’s
      financial condition and operations. Compliance with environmental requirements,
      including financial assurance requirements and the costs associated with the
      cleanup of any spill, could have a material adverse effect on the Company’s
      capital expenditures, earnings or competitive position. Management believes,
      however, that the operators of its properties are in substantial compliance
      with
      current applicable environmental laws and regulations. Nevertheless, changes
      in
      environmental laws have the potential to adversely affect operations.








ITEM
      2.
      DESCRIPTION OF PROPERTY





The
      Company is building a diversified portfolio of acquisitions and investments
      in
      the oil and gas and natural resource sectors. Management’s philosophy is to take
      small interests in selected 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.





**Hazard
      Lake Property, Ontario, Canada**


The
      Company executed the Hazard Agreement with Overseas on October 10, 2005, for
      the
      purchase of Overseas’ 98% interest in the Hazard Lake Property in Ontario,
      Canada. The transaction was consummated on July 14, 2006. The Hazard Lake
      Property lies within the Archean Birch-Uchi Greenstone Belt of the western
      Uchi
      Subprovince of NW Ontario, in an area known as the Red Lake Mining District.
      The
      Red Lake district is a well known mining camp based on Archean greenstone rocks
      which contains Placer Dome's old Campbell mine and Goldcorp's Red Lake mine
      which is described as the lowest cost, highest grade mine in the world. The
      property consists of three unpatented claims, all of which are in good standing,
      with an aggregate area of approximately 355 hectares. This property still
      requires additional exploration to update and to further expand on estimated
      reserves and identify any additional resources. The Company believes that
      significant additional expense will be incurred to explore and extract the
      gold
      reserves. Further, the Company has impaired the value of the deferred
      acquisition cost related to this property.


9




**Clovelly
      Prospect, LaFourche Parish, Louisiana**


On
      November 15, 2005, the Company executed the Letter Agreement with Sterling
      to
      purchase a 5% minority interest in an oil prospect property known as the
      Clovelly Prospect which is located in southeast Louisiana in the Lafourche
      Parish. The Clovelly Prospect is a late piercement salt dome that traps
      hydrocarbon from late to middle Miocene time. Since its discovery, the field
      has
      produced in excess of 30 MMBO and 200 BCFG. Recoverable oil reserves are
      estimated at 10 - 11 MMBO and recoverable gas reserves are estimated at 5 BCFG
      as provided by ORX Resources, Inc., the well operator. This transaction was
      also
      consummated on July 14, 2006.




Drilling
      of the Allain LeBreton No. 2 well on the Clovelly Prospect commenced on June
      19,
      2006. The operator of the property, Matrixx and the partners agreed upon and
      contracted on a turnkey basis with Grey Wolf Drilling Company to utilize its
      Rig
      No. 611 for the drilling.  The
      well
      was nearing its objective but the operator of the well reported on August 3,
      2006 that a "drilling break" (encountering reservoir quality sand and pressure)
      was encountered from 14,275 feet to 14,280 feet. The drilling break in this
      case
      was related to gas entering the well bore. The operator subsequently raised
      the mud weight to 12.6 pounds per gallon to contain the pressure and continued
      circulating gas out of the hole before running 7 inch protective casing. It
      was
      anticipated that another 200 feet would be drilled to get through the objective
      "M" sand. Due to difficulties caused by the considerable pressure and inflow
      of
      gas into the well, the operator will drill a twin hole. The operator and
      participating partners are encouraged by significant gas shows that the
      objective “M” target sands will be productive. Additionally, it has been decided
      that a development well shall be drilled to exploit Proven Undeveloped (‘PUD”)
      oil reserves on the 1,260 acre property some 7,000 feet to the northwest of
      the
      Allain Lebreton No. 2 well. This prospect is located on the actual salt-dome
      that is associated with the structure of the Clovelly Field. Drilling of the
      PUD
      well will likely occur prior to, or concurrently with, the drilling of the
      twin
      well and is expected to begin in the late fourth calendar quarter 2006 or early
      first calendar quarter 2007.




**Buck
      Snag, Colorado County, Texas**


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 Field from Texahoma for a purchase
      price of $150,000. The Buck Snag Prospect covers approximately 280 acres of
      land
      in Colorado County, Texas. Drilling of the #1 Schiurring well commenced on
      August 9, 2006. On August 18, 2006, the target depth of 4,400 feet was reached.
      The well was completed in the 2,030 foot sand and placed into production on
      August 24, 2006.  The
      initial flow rate commenced at 120 MCF of gas per day, and after the water
      cleanup, well production is expected to increase to 300 MCF of gas per day.
      Estimated recoverable reserves as provided by the operator, Sunray Operating
      Company, are 2-3 BCF of gas. The Company, its partners and the operator have
      agreed to drill three additional wells on the Buck Snag Prospect before December
      31, 2006. Subsequent well locations and depths will be keyed off the geology
      of
      the first well.








ITEM
      3.
      LEGAL PROCEEDINGS





Not
      applicable.








ITEM
      4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




Effective
      July 14, 2006, the stockholders of the Company
      approvedthe
      acquisitions of the Hazard


10





Lake
      Property and Clovelly. Such approval was evidenced by the written consents
      of
      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.
      The
      sole holder of all shares of Series A Convertible Preferred Stock and Series
      B
      Preferred Stock also consented in writing to the proposals. Simultaneously,
      the
      Company’s stockholders approved the change of the Company’s name from “Vinoble,
      Inc.” to “Matrixx Resource Holdings, Inc.”





PART
      II





ITEM
      5.
      MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES





The
      Company's Common Stock has been traded on the NASD O-T-C Market Bulletin Board
      since January 29, 2003. Prior to that date, its Common Stock was not actively
      traded in the public market. The Common Stock is listed on the NASD O-T-C Market
      Bulletin Board under the symbol "MXXR". The following table sets forth, for
      the
      periods indicated, the high and low bid prices for the Common Stock as reported
      by various Bulletin Board market makers. The quotations do not reflect
      adjustments for retail mark-ups, mark-downs, or commissions and may not
      necessarily reflect actual transactions.







COMMON
      STOCK





Period
            
            High
            
            LowFiscal
                2006----------------First
                Quarter
            
            $
            0.160
            
            $
            0.065Second
                Quarter
            
            $
            0.039
            
            $
            0.117Third
                Quarter
            
            $
            0.052
            
            $
            0.011Fourth
                Quarter
            
            $
            0.034
            
            $
            0.011Fiscal
                2005----------------First
                Quarter
            
            $
            18.00
            
            $
            0.25Second
                Quarter
            
            $
            4.50
            
            $
            0.25Third
                Quarter
            
            $
            1.01
            
            $
            0.11Fourth
                Quarter
            
            $
            0.38
            
            $
            0.06





On
      September 12, 2006, the high and low bid prices of the Company's Common Stock
      on
      the Bulletin Board were $.038 and $.031 per share, respectively,  and
      there
      were approximately 1,158 holders of record of the Common Stock. At September
      12,
      2006, the Company had 151,233,944 shares of Common Stock issued and outstanding.
      Since its inception, the Company has not paid any dividends and it is not
      anticipated that the Company will pay any dividends in the foreseeable
      future.








RECENT
      SALES OF UNREGISTERED SECURITIES




Set
      forth in chronological order is information regarding shares of
      Common Stock issued and options and warrants and other convertible securities
      granted by the Company during the year ended June 30, 2006, and not previously
      disclosed in the Company's quarterly reports on Form 10-QSB for the
      respective quarterly periods ended September 30 and December 31, 2005 and
      March 31, 2006. Also included is the consideration, if any, received by the
      Company for such shares, options and warrants, and information relating to
      the
      section of the Securities Act or the rule of the Securities and Exchange
      Commission under which an exemption from registration was
      claimed.


11




In
      the
      first quarter of fiscal 2006, the Company issued an aggregate of 7,051,632
      shares of Common Stock to consultants in consideration for business development,
      management and technology consulting services provided and to be provided to
      the
      Company with an aggregate adjusted value of $654,000. 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 investment, and
      who
      represented to the Company that the shares were being acquired for investment
      purposes.





In
      the
      second quarter of fiscal 2006, the Company issued an aggregate of 11,708,953
      shares of Common Stock to consultants in consideration for business development,
      management and technology consulting services provided and to be provided to
      the
      Company with an aggregate adjusted value of $623,750. Additionally, the Company
      issued 371,536 and 1,915,631shares of Common Stock for $294,438 in subscribed
      stock and $172,407 for paid shares, respectively. 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 investment, and
      who
      represented to the Company that the shares were being acquired for investment
      purposes.





In
      the
      third quarter of fiscal 2006, the Company issued an aggregate of 23,399,424
      shares of Common Stock to consultants in consideration for business development,
      management and technology consulting services provided and to be provided to
      the
      Company with an aggregate adjusted value of $420,027. 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 investment, and
      who
      represented to the Company that the shares were being acquired for investment
      purposes.





In
      the
      fourth quarter of fiscal 2006, the Company issued an aggregate of 52,151,336
      shares of Common Stock to consultants in consideration for business development,
      management and technology consulting services provided and to be provided to
      the
      Company with an aggregate value of $545,950. 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 investment, and who represented
      to the Company that the shares were being acquired for investment
      purposes.








ITEM
      6.
      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 ANNUAL REPORT ON FORM 10-KSB
      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.


12





The
      following discussion should be read in conjunction with the consolidated
      financial statements and notes thereto.





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
      current strategy is to target acquisition and investment opportunities in the
      oil and gas and natural resource exploration industries.








RESULTS
      OF OPERATIONS





Year
      Ended June 30, 2006 Compared To Year Ended June 30, 2005





Revenues.
      The Company did not generate any revenue in the fiscal years ended June 30,
      2006
      and 2005. The Company's focus has 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 $2,920,863 in general and
      administrative expenses for the year ended June 30, 2006, compared to $9,433,485
      in general and administrative expenses for the year ended June 30, 2005. The
      significant decrease in general and administrative expense for 2006 was due
      to
      $5,515,613 of expense recognized in fiscal 2005 for the commitment for the
      issuance of 100 shares of Series A Preferred Stock and 100 shares of Series
      B
      Preferred Stock pursuant to the GCCC Agreement. Additionally, in the year ended
      June 30, 2005, the Company realized an expense of $3,571,806 related to the
      issuance of an aggregate of 11,571,570 shares of Common Stock to employees
      and
      consultants in lieu of cash compensation. For the year ended June 30, 2006,
      similar non-cash compensation equaled $2,231,727 for the issuance of an
      aggregate of 74,300,236 shares of Common Stock. At June 30, 2006, the Company
      had no cash, and therefore was unable to compensate its employees. Employees
      and
      consultants receiving stock agreed to receive these securities, in lieu of
      cash,
      for payment of services rendered.





Sales
      and
      Marketing Expenses. The Company has incurred no sales and marketing expenses
      since the date of inception, as it has been a development stage company since
      that time.





Gain
      from
      Extinguishment of Debt. In the year ended June 30, 2006, the Company was
      released from financial obligations owed to Joseph Lively, former Chief
      Executive Officer of the Company. The Company realized an aggregate gain of
      $27,468 resulting from the write-off of $24,473 owed to Joseph Lively for his
      compensation for the period of March - May 13, 2005, and $2,995 owed to Mr.
      Lively for expenses incurred during his employment. No such gain was recognized
      in the year ended June 30, 2005.





Gain
      from
      Settlement of Lawsuit. In the year ended June 30, 2005, the Company settled
      litigation with Gerard Nolan, a former President and CEO of the Company and
      VI.
      Per the terms of the settlement agreement, Mr. Nolan assigned to the Company
      all
      rights and ownership to an aggregate of 1,620 shares of Matrixx Common Stock
      with an aggregate value of $90,000 and released the Company from its obligation
      of $415 for expenses that he paid on behalf of the Company. No such gain was
      recognized in the year ended June 30, 2006.


Impairment
        of Asset in Deferred Cost of Acquisition. 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.Thus,
        the Company’s investment in the Hazard Lake Property is valued at $397,000 in
        accordance with the valuation as stated in the Hazard Agreement.


13





Interest
      Expense. The Company incurred $7,256 in interest expense for the year ended
      June
      30, 2006 compared to $12,561 in interest expense for the year ended June 30,
      2005. Included in the interest expense for the year ended June 30, 2006 is
      $1,700 owed on short term borrowings from Michael Avatar, a Director of the
      Company, and $5,556 as a result of the note payable with Overseas for the
      purchase of the Hazard Lake Property.





Net
      Loss.
      As a result of the foregoing factors, the Company's net loss decreased from
      $9,355,631 for the year ended June 30, 2005, to a net loss of $3,500,651 for
      the
      year ended June 30, 2006. The net loss (basic and diluted) per share was $0.98
      and $0.06, for the respective years ended June 30, 2005 and 2006.





LIQUIDITY
      AND CAPITAL RESOURCES





The
      Company has an immediate need for capital. At June 30, 2006, and at June 30,
      2005, the Company had virtually no cash or cash equivalents. The Company
      utilized $101,234 in net cash for operating activities during the year ended
      June 30, 2006, compared with $63,765 during the year ended June 30, 2005. The
      cash utilized in operating activities during the year ended June 30, 2006,
      was
      primarily due to non-cash adjustments in the amounts of $2,544,996 and $600,000
      reflecting the issuance of Common Stock for services and the impairment in
      the
      value of the Hazard Lake Property.





Additionally,
      the Company realized a non-cash gain from the extinguishment of debt in the
      amount of $27,468 that was previously owed to Joseph Lively, the Company’s
      former Chief Executive Officer. Other changes affecting net cash used by
      operations at June 30, 2006, included increases in accounts receivable of $68
      offset by a decrease in prepaid expenses of $70,899 and increases in accounts
      payable and accrued liabilities of $158,468, accrued liabilities - related
      parties of $45,334 and accrued interest of $7,256.





For
      the
      year ended June 30, 2005, net cash used by operations was primarily due to
      non-cash adjustments in the amounts of $3,777,805 and $5,515,613 reflecting
      the
      issuance of Common Stock for services and the commitment for the issuance of
      Preferred Stock pursuant to the GCCC Agreement. Other non-cash adjustments
      affecting cash flow from operating activities for the year ended June 30, 2005,
      include a gain from the settlement of a lawsuit in the amount of $90,415, the
      issuance of Common Stock for accrued liabilities owed to related parties of
      $175,034, the issuance of Common Stock for notes payable with accrued interest
      in the amount of $42,372 and the issuance of subscribed Common Stock in the
      amount of $13,184.





Other
      changes affecting net cash gained by operating activities at June 30, 2005,
      included increases in prepaid expenses of $94,085 and in accrued liabilities
      -
      related parties of $90,850, offset by increases in accounts payable and accrued
      liabilities of $34,300 and in accrued interest of $8,908.





In
      fiscal
      year 2006, the Company utilized $162,000 in cash for investments made in advance
      of acquisitions. There were no investing activities during fiscal year 2005.
      Financing activities contributed $263,268 in cash during the year ended June
      30,
      2006 as a result of $250,768 in payments received on subscribed stock and
      $12,500 from notes payable. During the year ended June 30, 2005, the Company
      received $63,803 in cash from financing activities, consisting primarily of
      $103,042 in proceeds from payments received on subscribed stock offset by the
      payments made on notes payable of $39,225.




The
      Company has not had any revenues to date, and has
      experienced operating losses since inception primarily caused by its continued
      development and administrative costs. As shown in the accompanying


14




financial
      statements, the Company incurred a net loss of $3,500,651 for the year ended
      June 30, 2006. Since inception, the Company has incurred a net loss of
      $17,321,281. 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 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 has 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.





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 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. 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.
      All shares are restricted within the meaning of Rule 144 under the Securities
      Act and must be held indefinitely unless subsequently registered or qualified
      for exemption. 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 the date of this filing, the Company has received an aggregate
      of
      $500,810 in financing from the SPA to date and we have 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.





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 of the Hazard Lake Property
      in deferred acquisition cost was impaired. At June 30, 2006, the
      Company recognized an impairment in the value of the Hazard Lake Property of
      $600,000.


15




On
      November 15, 2005, the Company executed the Letter Agreement with Sterling
      to
      purchase a 5% minority interest in an oil prospect 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. To date 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 $164,255.





On
      August
      28, 2006, the Company entered into an the Buck Snag Agreement for the
      acquisition of a 42.5% working interest in the Buck Snag Field (“Buck Snag”)
      from Texahoma for a purchase price of $150,000. To date the Company has paid
      the
      full purchase price of $150,000, $72,250 for development of the Schiurring
      #1
      well, with $30,761 still owing for completion of the Schiurring #1.





On
      October 5, 2006, the Company finalized the Manvel Agreement with Texhoma for
      the
      acquisition of 45% majority working interest in the Miocene and Oakville
      Prospects, located in Brazoria County, Texas. The Company is further obligated
      to an estimated $45,000 for development of Miocene and $76,500 for the
      development of Oakville. Should the wells be successful, the Company’s estimated
      portion of completion costs is $25,000 for each Manvel Prospect.





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 and GCCC
      are in discussions to renew the SPA, 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







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 June 30, 2006, the Company had
      virtually 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. 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. To date, the Company has received an aggregate of
      $500,810 and issued an aggregate of 18,543,373 shares of Common Stock, at an
      average price of $0.027 per share, pursuant to the terms of the SPA; no further
      payments are due to the Company. 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


16




favorable
      to the Company. 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.





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. 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 & 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. We attempt 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 of our partners are considered. The Company must also evaluate deal
      structure for fit with the current portfolio demands and our 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.


17




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.








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.


18




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 THE OIL & GAS INDUSTRY





DRILLING
      ACTIVITIES MAY NOT PRODUCE COMMERCIALLY PRODUCTIVE RESEVOIRS. 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 us will be productive or that we will recover all
      or
      any portion of our 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 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.




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.


19




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 GOVERNEMENT 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 to produce. Because current regulations covering our operations
      are subject to change at any time, we may incur significant costs for compliance
      in the future.








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.





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.


20




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 National Market, or the Nasdaq SmallCap 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, the Nasdaq National Market, or the Nasdaq SmallCap Market,
      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 The Nasdaq SmallCap Market. 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 or
      of
      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.




SOME
      OF THE INFORMATION IN THIS ANNUAL REPORT CONTAINS
      FORWARD-LOOKING STATEMENTS. Some of the information in this annual 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.


21





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
      7.
      FINANCIAL STATEMENTS





Financial
      information relating to Matrixx Resource Holdings, Inc., a Delaware corporation
      ("Company") together with the report of Lucas, Horsfall, Murphy & Pindroh,
      LLP dated October 9, 2006, required by this item are included as pages F-1
      to F-23 of this Form 10-KSB.








ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING


AND
      FINANCIAL DISCLOSURE





Not
      applicable.








ITEM
      8A.
      CONTROLS AND PROCEDURES.





(a)
      Within 90 days prior to the filing date of this report, with the participation
      of the Company's management, the Company's Chief Financial Officer and acting
      Chief Executive Officer evaluated the effectiveness of the Company's disclosure
      controls and procedures in accordance with Rule 13a-14 of the Securities
      Exchange Act of 1934 (the "Exchange Act"). Based upon that evaluation, the
      Chief
      Financial Officer and acting Chief Executive Officer concluded that the
      Company's disclosure controls and procedures are effective in providing
      reasonable assurance that information required to be disclosed by the Company
      in reports that it files under the Exchange Act is recorded, processed,
      summarized and reported within the time period specified in the Commission's
      rules and procedures.





(b)
      Changes in Internal Controls. There were no significant changes in the Company's
      internal controls or in other factors that could significantly affect these
      controls subsequent to the date of the evaluation.








ITEM
      8B.
      OTHER INFORMATION.


Not
        applicable.


22





PART
      III





ITEM
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
      SECTION 16(a) OF THE EXCHANGE ACT





The
      following persons were serving as our executive officers and directors at June
      30, 2006:






Name
            Age
            Position(s)
                and Office(s)Catherine
                Thompson
            40
            Acting
                CEO, CFO, Secretary and a
              DirectorMichael
                Avatar
            47
            Director


-------------------------





Catherine
      Thompson. Catherine Thompson has over 19 years of experience in corporate
      finance, with a focus on entrepreneurial ventures. Ms. Thompson has served
      as
      Chief Financial Officer and Secretary and as a member of the Board of Directors
      since co-founding Matrixx in October 2002. In May 1995 she co-founded, and
      served as CFO and Secretary from May 1995 to February 1997 and again from
      January 2000 - July 2001, V2Commerce Corp., a software development company
      operating on the Application Service Provider model. From March 1997 to January
      2000, Ms. Thompson was employed by Genetronics, Inc. as a strategic analyst,
      where she actively worked with the CEO to create a spin-off corporation for
      the
      company's dermatology product. Prior to Genetronics, Ms. Thompson was employed
      for six years as Controller of a retail/wholesale jewelry company. Ms. Thompson
      has a Masters of Science degree in Finance from San Diego State University
      and a
      Bachelor of Business Administration degree in Finance from the University of
      Texas at Austin. Ms. Thompson passed the CPA exam in 1989.





Michael
      Avatar. Mr. Avatar has served as a member of the Company's Board of Directors
      since October 2002. Over the past two decades, Mr. Avatar has founded and
      presided over several publicly traded telecommunications, entertainment and
      technology companies. Mr. Avatar, an entrepreneur and marketer, founded
      Independent Entertainment Group, which owned Action Pay-Per-View and Night
      Action Network, that were ultimately sold to BET (Black Entertainment
      Television). He also served as Founder/President of System 800 International,
      Inc., which was the original service bureau and the first value added reseller
      of inbound 800 services, becoming the largest customer of MCI, Sprint and
      AT&T in this new niche market.








Committees
      of the Board of Directors





Matrixx
      currently has an Audit Committee. Michael Avatar serves as the Audit Committee's
      sole member. The Audit Committee oversees the Company's financial reporting
      processes and is responsible for


reviewing
      the Company's financial condition. Matrixx does not currently have a
      Compensation Committee or any other committee of the Board of Directors. In
      addition, the Company does not currently have an "audit committee financial
      expert" as such term is defined in the Securities Act, as its financial
      constraints have made it extremely difficult to attract and retain qualified
      outside Board members. Management hopes to add qualified independent members
      of
      the Board of Directors in 2007, depending upon the Company's ability to reach
      and maintain financial stability.




Section
        16(a) Beneficial Reporting Compliance
 
 Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
        officers and Directors, and persons who own more than ten percent of a class
        of
        our capital stock, to file reports of ownership and changes in their ownership
        with the Securities and Exchange Commission. These persons are
        required to furnish the Company with copies of all Section 16(a) forms they
        file. Based solely on a review of the copies of such forms received by the
        Company, management believes that during the year ended June 30, 2006, Ms.
        Thompson did not timely file several Form 4s refleciting her receipt of shares
        of Common Stock in lieu of cash compensation. The Company anticipates that
        such
        Form 4s will be filed shortly.


23





Code
      of
      Ethics:





Matrixx
      is reviewing a draft of a code of ethics that would apply to its principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller and other persons performing similar functions. It is anticipated
      that the code of ethics will be adopted by the Company no later than November
      30, 2006. A copy of the code of ethics will be made available and may be
      obtained free of charge by writing to the Company.







ITEM
      10.
      EXECUTIVE COMPENSATION




The
      following table sets forth information concerning compensation for services
      in
      all capacities awarded to, earned by or paid to the Company's Chief Executive
      Officer or acting Chief Executive Officer (the "Named Executive Officers")
      during the years ended June 30, 2002, 2003, 2004, 2005 and 2006. No other
      executive officer received cash compensation in excess of $100,000 during these
      years.




SUMMARY
        COMPENSATION TABLE
  Name
                  and Principal Position
              
              Year
                Ended
              
              
              Cash
              
              Restricted
                Stock
                AwardsSalary
              
              
              Bonus
              
              
              ($)
                  (2
              )
              
              #
                  of
                SharesCatherine
                  Thompson,Acting
                  CEO and CFO (3)
              
              2006
              
              $
              96,912(4)
              
              $
              -
              
              $
              50,867
              
              
              1,638,5592005
              
              $
              189,300(5)
              
              $
              -
              
              $
              142,500
              
              
              137,5462004
              
              $
              140,000(6)
              
              $
              -
              
              $
              17,000
              
              
              2,000Joseph
                  Lively, CEO (7)
              
              2005
              
              $
              9,900
              
              $
              -
              
              $
              -
              
              
              -
  (1)
              The
                  columns for "Bonus", "Other Annual Compensation", "Securities underlying
                  Options/SARs", "LTIP Payouts" and "All Other Compensation" have
                  been
                  omitted because there is no compensation required to be
                  reported.(2)
              All
                  Restricted Stock Awards issued to Ms. Thompson from December 2004
                  -
                  current are held in escrow for a period of two years and are subject
                  to
                  forfeiture.(3)
              Ms.
                  Thompson has served as Chief Financial Officer of the Company since
                  October 2002, and as acting Chief Executive Officer from May 27,
                  2004 -
                  February 10, 2005 and from May 14, 2005 - current.
 (4)
              Represents
                  the fair market value, on the date of issuance, of an aggregate
                  of
                  3,359,071 shares of Common Stock issued in lieu of cash
                  compensation.(5)
              Represents
                  the fair market value, on the date of issuance, of an aggregate
                  of 275,121
                  shares of Common Stock issued in lieu of cash
                  compensation.(6)
              Of
                  this amount, $110,000 was paid in fiscal 2004 for services performed
                  in
                  fiscal 2003. The balance represents the fair market value, on the
                  date of
                  issuance, of an aggregate of 4,000 shares of Common Stock issued
                  in lieu
                  of cash compensation.(7)
              Mr.
                  Lively served as Chief Executive Officer of the Company from February
                  11,
                  2005 - May 13, 2005.
                On
                  April 30, 2006, Mr. Lively released the Company from its accrued
                  liability
                  owed to him of $24,473.


24




Employment
      Agreements





The
      Company did not enter into any new consulting agreements with any of its
      executive officers during the year ended June 30, 2006. The only agreement
      still
      in effect is an Employment Agreement with Catherine Thompson dated December
      14,
      2004. The Employment Agreement with Ms. Catherine Thompson to be employed in
      the
      capacity of Chief Financial Officer and Vice President of Finance to the Company
      for the period of January 1, 2005 through December 31, 2007. In consideration
      for these services to be provided, the Company agreed to pay a base annual
      salary of $140,000 to Ms. Thompson to be paid monthly in cash or in Common
      Stock
      of the Company. Stock issuances shall be priced based on the closing bid price
      at the time of issuance; two-thirds of the monthly shares to be issued shall
      be
      registered on Form S-8 and one-third of the monthly shares to be issued shall
      be
      issued as restricted Common Stock for her involvement in financial related
      activities including public relations, investor relations and fundraising.
      Ms.
      Thompson’s Employment Agreement was amended on April 1, 2006 to modify the terms
      of compensation such that all Common Stock shares issued as restricted stock
      for
      compensation shall be issued but held in Company escrow and are subject to
      forfeiture should Ms. Thompson not remain employed by the Company for a period
      of two years following the issuance of the underlying shares. Should Ms.
      Thompson leave the Company’s employ at any time prior to that two year holding
      period for any reason, all unearned shares shall be returned to Treasury Stock.
      This Amendment is retroactive for a period of two years and Ms. Thompson has
      presented those restricted stock certificates issued for compensation purposes
      to the Company to be held in escrow.








Option/SAR
      Grants in Last Fiscal Year





No
      options or stock appreciation rights were granted to the Named Executive
      Officers during the year ended June 30, 2006.







Option
      Exercises and Year-End Option Values




No
      options were exercised by the Named Executive Officers during the year ended
      June 30, 2006, and at June 30, 2006, they did not hold any options to purchase
      Company Common Stock.





The
      Company does not currently have a stock option plan.








Compensation
      of Directors





Directors
      who are also employees of Matrixx receive no additional compensation for serving
      on the Board. Non-employee directors are reimbursed for all travel and other
      expenses incurred in connection with attending meetings of the Board of
      Directors; however, as travel expenses to Board meetings were minimal in fiscal
      2006, Matrixx did not compensate directors during the year ended June 30,
      2006.





Limitation
      of Liability and Indemnification




The
        Company's Certificate of Incorporation and By-laws provide for indemnification
        of Matrixx's officers and directors to the fullest extent permissible under
        Delaware law. The Company has not entered into indemnification agreements
        with
        any of its officers or directors.
 
 The
        Company currently does not have directors' and officers' liability insurance
        to
        defend and indemnify directors and officers who are subject to claims made
        against them for their actions and omissions as directors and officers. Matrixx
        intends to purchase this insurance when funds are
        available.


25





To
      the
      extent provisions of the Company's Certificate of Incorporation provide for
      indemnification of directors for liabilities arising under the Securities Act
      of
      1933 or the Securities Exchange Act of 1934, those provisions are, in the
      opinion of the Securities and Exchange Commission, against public policy and
      therefore are unenforceable.








ITEM
      11.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The
      following table sets forth information with respect to the beneficial ownership
      of the Company's Common Stock as of September 12, 2006, by each person or
      group of affiliated persons who management knows beneficially owned 5% or more
      of Matrixx’s Common Stock, each of the Company's directors, and all of its
      directors and executive officers as a group.





Unless
      otherwise indicated in the footnotes to the table, the following individuals
      have sole vesting and sole investment control with respect to the shares they
      beneficially own. The amount of shares owned by each shareholder in the
      following table was calculated pursuant to Rule 13d-3(d) of the Exchange Act.
      Under Rule 13d-3(d), shares not outstanding which are subject to options,
      warrants, rights or conversion privileges exercisable within 60 days are deemed
      outstanding for the purpose of calculating the number and percentage owned
      by
      each other person listed. The total number of shares of Common Stock issued
      and
      outstanding at September 12, 2006, was 151,233,944.




NAME
                AND ADDRESS OF
            NUMBER
                OF SHARES
            PERCENT
                AGE OFBENEFICIAL
                OWNER (1)
            BENEFICIALLY
                OWNED
            OUTSTANDING
                SHARESGarcyCo
                Capital Corp.
            179,295,806
            59.16%14 Wall
                St., 20th FloorNew
                York, NY 10005Catherine
                Thompson, Secretary / CFO
            4,324,529
            2.86%Michael
                Avatar, Director
            40,000
            0.03%Officers
                and Directors as a Group
            4,364,529
            2.89%




(1)
            Unless
                otherwise stated, the address of all persons in the chart is c/o
                Matrixx
                Resource Holdings, Inc., 11601 Wilshire Blvd. #500, Los Angeles,
                California 90025.








ITEM
      12.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




The
        following describes transactions to which the Company was or is a party and
        in
        which any of the Company's directors, officers, or significant stockholders,
        or
        members of the immediate family of any of the foregoing persons, had or has
        a
        direct or indirect material interest.
 
 The
        Company has entered into an Employment Agreement with Catherine Thompson,
        its
        Acting Chief Executive Officer and Chief Financial Officer. See "Item 10
        -
        Executive Compensation".
 
 The
        Company is obligated to pay $10,000 to Isaac Simmons and Kathryn A. Christmann,
        parents of Catherine Thompson, as reimbursement for legal fees paid in the
        litigation against Hudson.


26




ITEM
      13.
      EXHIBITS





NUMBER
      DESCRIPTION


------  -----------------------------------------------------




2.2
            Hazard
                Agreement, by and between the Company and Overseas Investment Banking
                Alliance, S.A., dated October 13, 2005. (1)2.2
            Letter
                Agreement, by and between the Company and Sterling Grant Capital
                Inc.,
                dated November 15, 2005. (1)3.1
            Amendment
                to Certificate of Incorporation, dated June 26, 2006.31.1
            Certification
                of Chief Financial Officer and Acting Chief Executive
              Officer.31.2
            Section
                1350 Certification.





--------------------------




(1)
            Incorporated
                by reference to that certain Current Report on Form 8-K filed with
                the
                Commission on July 20, 2006.






ITEM
      14.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES





For
      the
      fiscal year ended June 30, 2005, the Company's independent auditors billed
      an
      aggregate of $30,000, for professional audit services rendered to the Company
      for the audit of the Company's annual financial statements and review of
      quarterly financial statements. No amounts have been billed yet for the
      professional audit services rendered to the Company for the audit of the
      Company’s annual financial statements. No tax or other services were provided by
      the independent auditors.





The
      following table shows the aggregate fees billed to Matrixx for professional
      services by Lucas, Horsfall, Murphy, & Pindroh, LLP, our independent
      auditors, for the years ended June 30, 2006 and 2005:





2006
            
            
            2005Audit
                Fees
            $
            16,000
            
            $
            45,000Audit-Related
                Fees
            $
            -0-
            
            $
            -0-Tax
                Fees
            $
            -0-
            
            $
            -0-All
                Other Fees
            $
            -0-
            
            $
            -0-TOTAL
            $
            16,000
            
            $
            45,000





Audit
      Fees. This category includes the aggregate fee billed for professional services
      rendered for the audits of Matrixx's financial statements for the years ended
      June 30, 2006 and 2005, for the reviews of the financial statements included
      in
      the Company's quarterly reports on Form 10-QSB during fiscal 2006 and 2005,
      and
      for other services that are normally provided by the independent auditors in
      connection with statutory and regulatory filings or engagements for the relevant
      fiscal years.





27




Audit-Related
      Fees. This category includes the aggregate fees billed in each of the last
      two
      fiscal years for assurance and related services by the independent auditors
      that
      are reasonably related to the performance of the audits or reviews of the
      financial statements and are not reported above under "Audit Fees," and
      generally would consist of fees for other engagements under professional
      auditing standards, accounting and reporting consultations, internal
      control-related matters, and audits of employee benefit plans.





Tax
      Fees.
      This category includes the aggregate fees billed in each of the last two fiscal
      years for professional services rendered by the independent auditors for tax
      compliance, tax planning and tax advice.





All
      Other
      Fees. This category includes the aggregate fees billed in each of the last
      two
      fiscal years for products and services provided by the independent auditors
      that
      are not reported above under "Audit Fees," "Audit-Related Fees," or "Tax
      Fees."





In
      the
      past, the Board of Directors has reviewed and approved the fees to be paid
      to
      the auditors. Such fees have been based upon the complexity of the matters
      in
      question and the time incurred by the auditors. Management believes that the
      fees negotiated in the past with the auditors were reasonable in the
      circumstances and would be comparable to fees charged by other auditors
      providing similar services.








SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
      has duly caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized, on October 13, 2006.








MATRIXX
      RESOURCE HOLDINGS, INC.




/s/
      Catherine Thompson


------------------------------


Catherine
      Thompson


Chief
      Financial Officer




28




POWER
      OF
      ATTORNEY





Each
      person whose signature appears below authorizes Catherine Thompson to execute
      in
      the name of each such person who is then an officer or director of the
      registrant, and to file, any amendments to this Annual Report on Form 10-KSB
      necessary or advisable to enable the registrant to comply with the Securities
      Exchange Act of 1934 and any rules, regulations and requirements of the
      Securities and Exchange Commission in respect thereof, which amendments may
      make
      such changes in such Report as such attorney-in-fact may deem
      appropriate.





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.











Signature
              -----------------------
            Title
              ---------------------------
            Date
              ---------------------s/
                Catherine Thompson
              ___________________
            Chief
                Financial Officer
              And
                a Director
            October
                13, 2006Catherine
                Thompson




/s/
                Michael Avatar
              _____________________
            Director
            October
                13, 2006Michael
                Avatar




29


Matrixx
      Resource Holdings, Inc.


*(formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)





FINANCIAL
      STATEMENTS





June
      30,
      2006





(with
      Independent Auditors' Report Thereon)








INDEX
      TO
      FINANCIAL STATEMENTS





PAGE




Independent
                Auditors' Report
            F-1Balance
                Sheet
            F-2Statements
                of Operations
            F-3Statements
                of Stockholders' Equity (Deficit)
            F-4Statements
                of Cash Flows
            F-12Notes
                to Financial Statements
            F-14







**REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM**








To
      the
      Stockholders


Matrixx
      Resource Holdings, Inc.


Los
      Angeles, CA





We
      have
      audited the accompanying balance sheet of Matrixx Resource Holdings, Inc.,
      formerly known as Vinoble, Inc., (the "Company") (a Development Stage Company)
      as of June 30, 2006 and the related statements of operations, stockholders'
      equity (deficit) and cash flows for each of the years in the two-year period
      ended June 30, 2006 and from July 1, 2001 (inception) to June 30, 2006. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatement. The Company is
      not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our
        audit
        included consideration of Internal control over financial
        reporting





In
      our
      opinion, the financial statements referenced to above present fairly, in all
      material respects, the financial position of the Company as of June 30, 2006,
      and the results of their operations and cash flows for each of the years in
      the
      two-year period then ended June 30, 2006 and from July 1, 2001 (inception)
      to
      June 30, 2006, in conformity with accounting principles generally accepted
      in
      the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As shown in the financial statements, the
      Company incurred a net loss of $3,500,651 during the year ended June 30, 2006,
      and as of that date, had an accumulated deficit of $17,321,281. As described
      in
      Note 2 to the financial statements, the Company's management is attempting
      to
      raise additional capital through various means, the success of which is
      uncertain. Thus, the condition of the Company raises substantial doubt about
      its
      ability to continue as a going concern. The financial statements do not include
      any adjustments that might result from the outcome of this uncertainty.











/s/
      Lucas, Horsfall, Murphy & Pindroh, LLP





Pasadena,
      California


October
      9, 2006




F1





Matrixx
                    Resource Holdings, Inc.*(Formerly
                    Vinoble, Inc.)*(A
                    Development Stage Company)Balance
                    SheetJune
                    30, 2006
  ASSETSCURRENT
                    ASSETSCash
                $
                72Prepaid
                    expenses
                
                12,500Stock
                    subscription receivable
                
                146,190Other
                    assets
                
                450Deferred
                    cost of acquisition, net
                
                1,292,000Total
                    Current Assets
                
                1,451,212TOTAL
                    ASSETS
                $
                1,451,212
  LIABILITIES
                      AND STOCKHOLDERS' EQUITY /
                      (DEFICIT)
 CURRENT
                      LIABILITIESAccounts
                      payable and accrued liabilities
                  $
                  384,420Accrued
                      liabilities - related parties
                  
                  75,384Note
                      payable with accrued interest - IICG
                  
                  172,800Current
                      portion of Note payable with accrued interest -
                      Overseas
                  
                  56,842Short-term
                      Loan with accrued interest - M. Avatar, Related party
                  
                  14,200Total
                      Current Liabilities
                  
                  703,646LONG
                      TERM LIABILITIESNote
                      payable with accrued interest - Overseas
                  
                  78,713Total
                      Long Term Liabilities
                  
                  78,713TOTAL
                      LIABILITIES
                  
                  782,359STOCKHOLDERS'
                      EQUITY / (DEFICIT)Preferred
                      stock, $0.001 par value, 10,000,000 shares
                      authorizedSeries
                      A Preferred stock, nil and 100 shares, respectively, issued
                      and
                      outstanding
                  
                  -Series
                      B Preferred stock, nil and 100 shares, respectively, issued
                      and
                      outstanding
                  
                  -Common
                      stock, $0.001 par value, 400,000,000 authorized128,278,678
                      issued and outstanding
                  
                  128,279Additional
                      paid-in capital
                  
                  21,575,933Prepaid
                      expenses - expenses prepaid with common stock
                  
                  (313,268
                  )Escrowed
                      shares
                  
                  (3,400,000
                  )Treasury
                      stock, 1,620 shares
                  
                  (810
                  )Accumulated
                      deficit in the development stage
                  
                  (17,321,281
                  )Total
                      Stockholders' Equity (Deficit)
                  
                  668,853TOTAL
                      LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
                  $
                  1,451,212The
                      accompanying notes are an integral part of these financial
                      statements.
                    
                    F-2
 Matrixx
                            Resource Holdings, Inc.*(Formerly
                            Vinoble, Inc.)*(A
                            Development Stage Company)Statements
                            of OperationsFor
                            the Years Ended June 30, 2006 and 2005 and the Period
                            from July 1, 2001 to
                            June 30, 2006
  From
                            Inception(July
                            1, 2001)toJune
                            30,2006
                        
                        
                        2005
                        
                        
                        2006General
                            and administrative expenses
                        $
                        2,920,863
                        
                        $
                        9,433,485
                        
                        $
                        16,625,429Loss
                            from continuing operations
                        
                        (2,920,863
                        )
                        
                        (9,433,485
                        )
                        
                        (16,625,429
                        )Other
                            income and expensesGain
                            from extinguishment of debt
                        
                        27,468
                        
                        
                        -
                        
                        
                        110,468Gain
                            from settlement of lawsuit
                        
                        -
                        
                        
                        90,415
                        
                        
                        90,415Impairment
                            of asset in deferred cost of acquisition
                        
                        (600,000
                        )
                        
                        -
                        
                        
                        (600,000
                        )Interest
                            expense
                        
                        (7,256
                        )
                        
                        (12,561
                        )
                        
                        (23,710
                        )Net
                            Loss from continuing operations after other income and
                            expenses
                        $
                        (3,500,651
                        )
                        $
                        (9,355,631
                        )
                        $
                        (17,048,256
                        )Discontinued
                            operationsLoss
                            on disposal of Visual Interviews, Inc.,less
                            applicable income taxes
                        
                        -
                        
                        
                        -
                        
                        
                        (73,025
                        )(3,500,651
                        )
                        
                        (9,355,631
                        )
                        
                        (17,121,281
                        )Provision
                            for loss on related parties notes receivable
                        
                        -
                        
                        
                        -
                        
                        
                        (200,000
                        )Net
                            loss
                        $
                        (3,500,651
                        )
                        $
                        (9,355,631
                        )
                        $
                        (17,321,281
                        )Basic
                            weighted average number ofcommon
                            shares outstanding
                        
                        60,001,340
                        
                        
                        9,525,499Net
                            loss per common shareBasic
                        $
                        (0.06
                        )
                        $
                        (0.98
                        )The
                            accompanying notes are an integral part of these financial
                            statements.
                          
                          F-3
 
 Matrixx
                              Resource Holdings, Inc.*(Formerly
                              Vinoble, Inc.)*(A
                              Development Stage Company)
                            Statement
                                of Stockholder’s Equity
                                (Deficit)
 
 No.
                              of
                          Series
                              A
                          No.
                              of
                          Series
                              B
                          No.
                              of
                          Common
                          Additional
                          StockPreferred
                          Preferred
                          Preferred
                          Preferred
                          Common
                          Stock,
                          Paid-in
                          Subscription
                          Prepaid
                          Escrowed
                          Treasury
                          AccumulatedSeries
                              A
                          Par
                              Value
                          Series
                              B
                          Par
                              Value
                          Shares
                          Par
                              Value
                          Capital
                          Receivable
                          Shares
                          Shares
                          Stock
                          Deficit
                          TotalBalance,
                              July 1, 2001
                          -
                          $
                              -
                          -
                          $
                              -
                          -
                          $
                              -
                          $
                              -
                          $
                              -
                          $
                              -
                          $
                              -
                          $
                              -
                          $
                              -
                          $
                              -Issuance
                              of Common Stock for services:November
                              30, 2001 at $150.00 per share-
                          -
                          -
                          -
                          139
                          -
                          21,157
                          -
                          -
                          -
                          -
                          -
                          21,157May
                              31, 2002 at $150.00 per share-
                          -
                          -
                          -
                          37
                          -
                          5,503
                          -
                          -
                          -
                          -
                          -
                          5,503June
                              30, 2002 at $ 150.00 per share-
                          -
                          -
                          -
                          6
                          -
                          900
                          -
                          -
                          -
                          -
                          -
                          900Sale
                              of Common Stock:November
                              30, 2001 at $.30 per share-
                          -
                          -
                          -
                          6
                          -
                          850
                          (850)
                          -
                          -
                          -
                          -
                          (0)Net
                              Loss
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          (53,478)
                          (53,478)Balance,
                              June 30, 2002-
                          -
                          -
                          -
                          188
                          -
                          28,410
                          (850)
                          -
                          -
                          -
                          (53,478)
                          (25,918)Issuance
                              of Common Stock for services:October
                              7, 2002 at $150.00 per share
                          -
                          -
                          -
                          -
                          5
                          -
                          720
                          -
                          -
                          -
                          -
                          -
                          720October
                              7, 2002 at $1.50 per share
                          -
                          -
                          -
                          -
                          18,433
                          18
                          27,632
                          -
                          -
                          -
                          -
                          -
                          27,650November
                              21, 2002 at $30.00 per share
                          -
                          -
                          -
                          -
                          1,600
                          2
                          49,998
                          -
                          -
                          -
                          -
                          -
                          50,000January
                              28, 2003 at $50.00 per share
                          -
                          -
                          -
                          -
                          2,000
                          2
                          99,998
                          -
                          -
                          -
                          -
                          -
                          100,000March
                              14, 2003 at $62.50 per share
                          -
                          -
                          -
                          -
                          1,600
                          2
                          99,998
                          -
                          -
                          -
                          -
                          -
                          100,000March
                              19, 2003 at $75.00 per share
                          -
                          -
                          -
                          -
                          600
                          1
                          44,999
                          -
                          -
                          -
                          -
                          -
                          45,000March
                              24, 2003 at $75.00 per share
                          -
                          -
                          -
                          -
                          200
                          -
                          15,000
                          -
                          -
                          -
                          -
                          -
                          15,000June
                              27, 2003 at $250.00 per share
                          -
                          -
                          -
                          -
                          100
                          -
                          25,000
                          -
                          -
                          -
                          -
                          -
                          25,000Issuance
                              of Common Stock for assumption of payables:October
                              7, 2002 at $10.00 per share
                          -
                          -
                          -
                          -
                          143
                          1
                          1,432
                          -
                          -
                          -
                          -
                          -
                          1,433Effect
                              of Merger:October
                              18, 2002
                          -
                          -
                          -
                          -
                          7,047
                          7
                          (7)
                          -
                          -
                          -
                          -
                          -
                          -Issuance
                              of Common Stock for subscription receivable:April
                              23, 2003 at $100.00 per share, net of offering cost
                              of
                              $6,604
                          -
                          -
                          -
                          -
                          943
                          1
                          87,739
                          (87,740)
                          -
                          -
                          -
                          -
                          -Payment
                              received on subscription receivable:June
                              18, 2003
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          36,000
                          -
                          -
                          -
                          -
                          36,000Payment
                              on related parties subscription receivable:December
                              31, 2002
                          -
                          -
                          -
                          -
                          -
                          -
                          -
                          850
                          -
                          -
                          -
                          -
                          850Continued on F-5The
                              accompanying notes are an integral part of these financial
                              statements.
                            
                            F-4





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity
                  (Deficit)




No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-4
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalSale
                  of Common Stock:January
                  21, 2003 at $62.50 per share
              -
              -
              -
              -
              400
              -
              25,000
              -
              -
              -
              -
              -
              25,000Net
                  Loss
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              -
              (716,495)
              (716,495)Balance,
                  June 30, 2003
              -
              -
              -
              -
              33,259
              34
              505,918
              (51,740)
              -
              -
              -
              (769,973)
              (315,760)Issuance
                  of common stock for services:July
                  9, 2003 at $105.00 per share
              -
              -
              -
              -
              83
              -
              8,750
              -
              -
              -
              -
              -
              8,750July
                  16, 2003 at $250.00 per share
              -
              -
              -
              -
              60
              -
              15,000
              -
              -
              -
              -
              -
              15,000August
                  6, 2003 at $50.00 per share
              -
              -
              -
              -
              1,100
              1
              54,999
              -
              -
              -
              -
              -
              55,000August
                  6, 2003 at $100.00 per share
              -
              -
              -
              -
              200
              -
              20,000
              -
              -
              -
              -
              -
              20,000September
                  29, 2003 at $45.00 per share
              -
              -
              -
              -
              200
              -
              9,000
              -
              -
              -
              -
              -
              9,000September
                  29, 2003 at $50.00 per share
              -
              -
              -
              -
              550
              1
              27,499
              -
              -
              -
              -
              -
              27,500September
                  29, 2003 at $62.50 per share
              -
              -
              -
              -
              450
              -
              28,125
              -
              -
              -
              -
              -
              28,125October
                  21, 2003 at $ 25.70 per share
              -
              -
              -
              -
              700
              1
              17,999
              -
              -
              -
              -
              -
              18,000October
                  21, 2003 at $ 25.25 per share
              -
              -
              -
              -
              770
              1
              19,829
              -
              -
              -
              -
              -
              19,830October
                  21, 2003 at $30.00 per share
              -
              -
              -
              -
              1,400
              1
              41,999
              -
              -
              -
              -
              -
              42,000October
                  21, 2003 at $ 34.00 per share
              -
              -
              -
              -
              2,200
              2
              74,998
              -
              -
              -
              -
              -
              75,000October
                  21, 2003 at $ 42.50 per share
              -
              -
              -
              -
              2,353
              2
              99,998
              -
              -
              -
              -
              -
              100,000October
                  21, 2003 at $62.50 per share
              -
              -
              -
              -
              640
              1
              39,999
              -
              -
              -
              -
              -
              40,000October
                  28, 2003 at $30.00 per share
              -
              -
              -
              -
              1,980
              2
              59,398
              -
              -
              -
              -
              -
              59,400November
                  4, 2003 at $ 25.25 per share
              -
              -
              -
              -
              2,200
              2
              55,168
              -
              -
              -
              -
              -
              55,170November
                  7, 2003 at $30.30 per share
              -
              -
              -
              -
              990
              1
              29,999
              -
              -
              -
              -
              -
              30,000November
                  19, 2003 at $ 25.00 per share
              -
              -
              -
              -
              1,500
              2
              37,498
              -
              -
              -
              -
              -
              37,500December
                  18, 2003 at $ 20.00 per share
              -
              -
              -
              -
              100
              -
              2,000
              -
              -
              -
              -
              -
              2,000December
                  18, 2003 at $ 20.20 per share
              -
              -
              -
              -
              990
              1
              19,999
              -
              -
              -
              -
              -
              20,000December
                  22, 2003 at $40.00 per share
              -
              -
              -
              -
              990
              1
              39,599
              -
              -
              -
              -
              -
              39,600January
                  5, 2004 at $33.50 per share
              -
              -
              -
              -
              2,970
              3
              99,997
              -
              -
              -
              -
              -
              100,000January
                  5, 2004 at $35.00 per share
              -
              -
              -
              -
              2,580
              3
              90,297
              -
              -
              -
              -
              -
              90,300January
                  21, 2004 at $50.00 per share
              -
              -
              -
              -
              2,970
              3
              148,497
              -
              -
              -
              -
              -
              148,500January
                  21, 2004 at $65.00 per share
              -
              -
              -
              -
              990
              1
              64,349
              -
              -
              -
              -
              -
              64,350January
                  27, 2004 at $50.00 per share
              -
              -
              -
              -
              3,960
              4
              197,996
              -
              -
              -
              -
              -
              198,000February
                  12, 2004 at $50.00 per share
              -
              -
              -
              -
              3,200
              3
              159,997
              -
              -
              -
              -
              -
              160,000February
                  26, 2004 at $40.00 per share
              -
              -
              -
              -
              1,980
              2
              79,198
              -
              -
              -
              -
              -
              79,200February
                  26, 2004 at $52.50 per share
              -
              -
              -
              -
              1,485
              2
              77,961
              -
              -
              -
              -
              -
              77,963February
                  27, 2004 at $40.00 per share
              -
              -
              -
              -
              2,000
              2
              79,998
              -
              -
              -
              -
              -
              80,000Continued
                  on F-6


The
        accompanying notes are an integral part of these financial
        statements.
  F-5


Matrixx
                  Resource Holdings, Inc.*(Formerly
                  Vinoble, Inc.)*(A
                  Development Stage Company)
                Statement
                    of Stockholder’s Equity
                    (Deficit)
  No.
                    of
                Series
                    A
                No.
                    of
                Series
                    B
                No.
                    of
                Common
                Additional
                StockPreferred
                Preferred
                Preferred
                Preferred
                Common
                Stock,
                Paid-in
                Subscription
                Prepaid
                Escrowed
                Treasury
                AccumulatedContinued
                    from F-5
                Series
                    A
                Par
                    Value
                Series
                    B
                Par
                    Value
                Shares
                Par
                    Value
                Capital
                Receivable
                Shares
                Shares
                Stock
                Deficit
                TotalMarch
                    4, 2004 at $35.00 per share
                -
                -
                -
                -
                32,920
                33
                1,152,167
                -
                -
                -
                -
                -
                1,152,200March
                    15, 2004 at $30.00 per share
                -
                -
                -
                -
                7,042
                7
                211,253
                -
                -
                -
                -
                -
                211,260March
                    15, 2004 at $37.50 per share
                -
                -
                -
                -
                3,486
                3
                130,722
                -
                -
                -
                -
                -
                130,725March
                    25, 2004 at $35.00 per share
                -
                -
                -
                -
                3,730
                4
                130,546
                -
                -
                -
                -
                -
                130,550March
                    25, 2004 at $37.50 per share
                -
                -
                -
                -
                4,400
                4
                164,996
                -
                -
                -
                -
                -
                165,000March
                    25, 2004 at $40.00 per share
                -
                -
                -
                -
                4,892
                5
                195,675
                -
                -
                -
                -
                -
                195,680April
                    8, 2004 at $35.00 per share
                -
                -
                -
                -
                214
                -
                7,500
                -
                -
                -
                -
                -
                7,500Cancellation
                    of Common Stock for services:July
                    8, 2003 at $250.00 per share
                -
                -
                -
                -
                (100)
                -
                (25,000)
                -
                -
                -
                -
                -
                (25,000)November
                    6, 2003 at $50.00 per share
                -
                -
                -
                -
                (100)
                -
                (5,000)
                -
                -
                -
                -
                -
                (5,000)November
                    6, 2003 at $100.00 per share
                -
                -
                -
                -
                (200)
                -
                (20,000)
                -
                -
                -
                -
                -
                (20,000)November
                    12, 2003 at $62.50 per share
                -
                -
                -
                -
                (10)
                -
                (625)
                -
                -
                -
                -
                -
                (625)January
                    26, 2004 at $62.50 per share
                -
                -
                -
                -
                (200)
                -
                (12,500)
                -
                -
                -
                -
                -
                (12,500)Reverse
                    cancellation of Common Stock for services:November
                    12, 2003 at $62.50 per share
                -
                -
                -
                -
                10
                -
                625
                -
                -
                -
                -
                -
                625Payment
                    received on subscription receivable:July
                    8, 2003
                -
                -
                -
                -
                -
                -
                -
                40,000
                -
                -
                -
                -
                40,000January
                    26, 2004 at $78.50 per share
                -
                -
                -
                -
                (150)
                -
                (11,740)
                11,740
                -
                -
                -
                -
                -Exercise
                    of Option on Common Stock:February
                    26, 2004 at $5.00 per share
                -
                -
                -
                -
                20,000
                20
                99,980
                -
                -
                -
                -
                -
                100,000Net
                    Loss
                -
                -
                -
                -
                -
                -
                -
                -
                -
                -
                -
                (3,695,026)
                (3,695,026)Balance,
                    June 30, 2004
                -
                -
                -
                -
                150,785
                152
                4,224,663
                -
                -
                -
                -
                (4,464,999)
                (240,183)Issuance
                    of common stock for services:July
                    9, 2004 at $1.60 per share
                -
                -
                -
                -
                1,200
                1
                1,919
                -
                -
                -
                -
                -
                1,920August
                    5, 2004 at $1.60 per share
                -
                -
                -
                -
                1,200
                1
                1,919
                -
                -
                -
                -
                -
                1,920August
                    5, 2004 at $3.00 per share
                -
                -
                -
                -
                107,667
                108
                322,892
                -
                -
                -
                -
                -
                323,000September
                    7, 2004 at $3.00 per share
                -
                -
                -
                -
                33,333
                33
                99,967
                -
                -
                -
                -
                -
                100,000September
                    7, 2004 at $1.60 per share
                -
                -
                -
                -
                1,732
                2
                2,769
                -
                -
                -
                -
                -
                2,771September
                    15, 2004 at $2.50 per share
                -
                -
                -
                -
                70,433
                70
                176,013
                -
                -
                -
                -
                -
                176,083September
                    15, 2004 at $35.00 per share
                -
                -
                -
                -
                2,106
                2
                73,698
                -
                -
                -
                -
                -
                73,700
   The
        accompanying notes are an integral part of these financial
        statements.
 F-6





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity
                  (Deficit)




No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-6
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalDecember
                  14, 2004 at $.25 per share
              -
              -
              -
              -
              2,022,982
              2,023
              503,723
              -
              -
              -
              -
              -
              505,746December
                  14, 2004 at $.30 per share
              -
              -
              -
              -
              550,552
              551
              164,615
              -
              -
              -
              -
              -
              165,166December
                  14, 2004 at $.35 per share
              -
              -
              -
              -
              40,476
              40
              14,126
              -
              -
              -
              -
              -
              14,167December
                  14, 2004 at $.40 per share
              -
              -
              -
              -
              30,000
              30
              11,970
              -
              -
              -
              -
              -
              12,000December
                  28, 2004 at $.25 per share
              -
              -
              -
              -
              100,000
              100
              24,900
              -
              -
              -
              -
              -
              25,000December
                  28, 2004 at $.30 per share
              -
              -
              -
              -
              397,222
              397
              118,769
              -
              -
              -
              -
              -
              119,167December
                  29, 2004 at $.30 per share
              -
              -
              -
              -
              61,111
              61
              18,272
              -
              -
              -
              -
              -
              18,333December
                  29, 2004 at $.35 per share
              -
              -
              -
              -
              42,857
              43
              14,957
              -
              -
              -
              -
              -
              15,000January
                  10, 2005 at $ .75 per share
              -
              -
              -
              -
              200,000
              200
              149,800
              -
              -
              -
              -
              -
              150,000January
                  27, 2005 at $ .45 per share
              -
              -
              -
              -
              300,000
              300
              134,700
              -
              -
              -
              -
              -
              135,000February
                  14, 2005 at $ .50 per share
              -
              -
              -
              -
              300,000
              300
              149,700
              -
              -
              -
              -
              -
              150,000February
                  24, 2005 at $ .35 per share
              -
              -
              -
              -
              600,000
              600
              209,400
              -
              -
              -
              -
              -
              210,000February
                  24, 2005 at $ .65 per share
              -
              -
              -
              -
              200,000
              200
              129,800
              -
              -
              -
              -
              -
              130,000March
                  1, 2005 at $ .60 per share
              -
              -
              -
              -
              300,000
              300
              179,700
              -
              -
              -
              -
              -
              180,000March
                  3, 2005 at $ .50 per share
              -
              -
              -
              -
              500,000
              500
              249,500
              -
              -
              -
              -
              -
              250,000March
                  8, 2005 at $ .30 per share
              -
              -
              -
              -
              400,000
              400
              119,600
              -
              -
              -
              -
              -
              120,000March
                  8, 2005 at $ .35 per share
              -
              -
              -
              -
              100,000
              100
              34,900
              -
              -
              -
              -
              -
              35,000March
                  16, 2005 at $ .20 per share
              -
              -
              -
              -
              200,000
              200
              39,800
              -
              -
              -
              -
              -
              40,000April
                  1, 2005 at $.10 per share
              -
              -
              -
              -
              500,000
              500
              49,500
              -
              -
              -
              -
              -
              50,000April
                  1, 2005 at $.11 per share
              -
              -
              -
              -
              800,000
              800
              87,200
              -
              -
              -
              -
              -
              88,000April
                  1, 2005 at $.12 per share
              -
              -
              -
              -
              500,000
              500
              59,500
              -
              -
              -
              -
              -
              60,000April
                  13, 2005 at $.15 per share
              -
              -
              -
              -
              600,000
              600
              89,400
              -
              -
              -
              -
              -
              90,000April
                  29, 2005 at $.10 per share
              -
              -
              -
              -
              130,000
              130
              12,870
              -
              -
              -
              -
              -
              13,000April
                  29, 2005 at $.15 per share
              -
              -
              -
              -
              250,000
              250
              37,250
              -
              -
              -
              -
              -
              37,500April
                  29, 2005 at $.25 per share
              -
              -
              -
              -
              400,000
              400
              99,600
              -
              -
              -
              -
              -
              100,000June
                  2, 2005 at $.10 per share
              -
              -
              -
              -
              4,520,000
              4,520
              447,480
              -
              -
              -
              -
              -
              452,000June
                  14, 2005 at $.103 per share
              -
              -
              -
              -
              242,225
              242
              24,758
              -
              -
              -
              -
              -
              25,000June
                  23, 2005 at $.085 per share
              -
              -
              -
              -
              352,941
              353
              29,647
              -
              -
              -
              -
              -
              30,000June
                  23, 2005 at $.09 per share
              -
              -
              -
              -
              500,000
              500
              44,500
              -
              -
              -
              -
              -
              45,000June
                  23, 2005 at $.10 per share
              -
              -
              -
              -
              100,000
              100
              9,900
              -
              -
              -
              -
              -
              10,000Cancellation
                  of common stock for services:June
                  27, 2005 at $.25 per share
              -
              -
              -
              -
              (120,000)
              (120)
              (29,880)
              -
              -
              -
              -
              -
              (30,000)Issuance
                  of common stock for note payable with accrued interest:July
                  27, 2004 at $3.50 per share
              -
              -
              -
              -
              9,191
              9
              32,160
              -
              -
              -
              -
              -
              32,169December
                  14, 2004 at $.06 per share
              -
              -
              -
              -
              170,054
              170
              10,033
              -
              -
              -
              -
              -
              10,203Continued on F-8






The
      accompanying notes are an integral part of these financial
      statements.




F-7





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity (Deficit)


No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-7
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalIssuance
                  of common stock for related party payable:December
                  14, 2004 at $.30 per share
              -
              -
              -
              -
              22,362
              22
              6,686
              
              -
              -
              -
              -
              6,709December
                  29, 2004 at $.15 per share
              -
              -
              -
              -
              141,624
              142
              21,102
              
              -
              -
              -
              -
              21,244Issuance
                  of common stock for subscription receivable:September
                  15, 2004 at $1.25 per share
              -
              -
              -
              -
              400,000
              400
              499,600
              (500,000)
              -
              -
              -
              -
              -December
                  14, 2004 at $.3125 per share
              -
              -
              -
              -
              42,188
              42
              13,142
              
              -
              -
              -
              -
              13,184Rounding
                  effects due to 1-for-500 Reverse Split on October 15, 2004
              -
              -
              -
              -
              5,925
              6
              (6)
              
              -
              -
              -
              -
              -Payments
                  received on subscription receivable:September
                  13, 2004 at $1.25 per share
              -
              -
              -
              -
              -
              -
              -
              15,000
              -
              -
              -
              -
              15,000September
                  30, 2004 at $1.25 per share
              -
              -
              -
              -
              -
              -
              -
              5,000
              -
              -
              -
              -
              5,000October
                  13, 2004 at $.84 per share
              -
              -
              -
              -
              -
              -
              -
              13,800
              -
              -
              -
              -
              13,800October
                  28, 2004 at $.48 per share
              -
              -
              -
              -
              -
              -
              -
              10,000
              -
              -
              -
              -
              10,000November
                  17, 2004 at $.31 per share
              -
              -
              -
              -
              -
              -
              -
              10,000
              -
              -
              -
              -
              10,000February
                  17, 2005 at $.27 per share
              -
              -
              -
              -
              -
              -
              -
              25,000
              -
              -
              -
              -
              25,000March
                  8, 2005 at $.31 per share
              -
              -
              -
              -
              -
              -
              -
              2,269
              -
              -
              -
              -
              2,269April
                  5, 2005 at $.072 per share
              -
              -
              -
              -
              -
              -
              -
              287
              -
              -
              -
              -
              287April
                  18, 2005 at $.092 per share
              -
              -
              -
              -
              -
              -
              -
              320
              -
              -
              -
              -
              320May
                  2, 2005 at $.097 per share
              -
              -
              -
              -
              -
              -
              -
              10,219
              -
              -
              -
              -
              10,219May
                  6, 2005 at $.082 per share
              -
              -
              -
              -
              -
              -
              -
              322
              -
              -
              -
              -
              322June
                  2, 2005 at $.085 per share
              -
              -
              -
              -
              -
              -
              -
              2,246
              -
              -
              -
              -
              2,246June
                  3, 2005 at $.087 per share
              -
              -
              -
              -
              -
              -
              -
              7,500
              -
              -
              -
              -
              7,500June
                  15, 2005 at $.072 per share
              -
              -
              -
              -
              -
              -
              -
              566
              -
              -
              -
              -
              566June
                  20, 2005 at $.068 per share
              -
              -
              -
              -
              -
              -
              -
              235
              -
              -
              -
              -
              235June
                  28, 2005 at $.058 per share
              -
              -
              -
              -
              -
              -
              -
              276
              -
              -
              -
              -
              276Retired
                  to Treasury Stock on September 22, 2004:
              -
              -
              -
              -
              -
              -
              (89,190)
              -
              -
              -
              (810)
              -
              (90,000)Issuance
                  of common stock for acquisitions:February
                  11, 2005 at $ .40 per share
              -
              -
              -
              -
              12,500,000
              12,500
              4,987,500
              -
              -
              (5,000,000)
              -
              -
              -Issuance
                  of Series A Preferred stock for Inducement
              100
              -
              -
              -
              -
              -
              5,515,581
              -
              -
              -
              -
              -
              5,515,581Issuance
                  of Series B Preferred stock for Inducement
              -
              -
              100
              -
              -
              -
              32
              -
              -
              -
              -
              -
              32Continued on F-9
 The
          accompanying notes are an integral part of these financial
          statements.
  F-8





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity
                  (Deficit)




No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-8
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalNet
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              (9,355,631)
              (9,355,631)Balance,
                  June 30, 2005
              100
              -
              100
              -
              28,780,166
              28,780
              19,130,438
              (396,958)
              -
              (5,000,000)
              (810)
              (13,820,630)
              (59,180)Issuance
                  of common stock for services:July
                  15, 2005 at $.10 per share
              -
              -
              -
              -
              1,400,000
              1,400
              138,600
              -
              -
              -
              -
              -
              140,000August
                  3, 2005 at $.098 per share
              -
              -
              -
              -
              101,632
              102
              9,898
              -
              -
              -
              -
              -
              10,000August
                  3, 2005 at $.10 per share
              -
              -
              -
              -
              250,000
              250
              24,750
              -
              -
              -
              -
              -
              25,000August
                  8, 2005 at $.08 per share
              -
              -
              -
              -
              900,000
              900
              71,100
              -
              -
              -
              -
              -
              72,000August
                  18, 2005 at $.08 per share
              -
              -
              -
              -
              900,000
              900
              71,100
              -
              -
              -
              -
              -
              72,000August
                  29, 2005 at $.08 per share
              -
              -
              -
              -
              750,000
              750
              59,250
              -
              -
              -
              -
              -
              60,000September
                  2, 2005 at $.10 per share
              -
              -
              -
              -
              2,500,000
              2,500
              247,500
              -
              -
              -
              -
              -
              250,000September
                  26, 2005 at $.10 per share
              -
              -
              -
              -
              250,000
              250
              24,750
              -
              -
              -
              -
              -
              25,000October
                  3, 2005 at $.105 per share
              -
              -
              -
              -
              1,350,000
              1,350
              140,400
              -
              -
              -
              -
              -
              141,750October
                  7, 2005 at $.09 per share
              -
              -
              -
              -
              533,333
              533
              47,467
              -
              -
              -
              -
              -
              48,000October
                  20, 2005 at $.07 per share
              -
              -
              -
              -
              357,142
              357
              24,643
              -
              -
              -
              -
              -
              25,000November
                  4, 2005 at $.05 per share
              -
              -
              -
              -
              6,775,000
              6,775
              331,975
              -
              -
              -
              -
              -
              338,750November
                  21, 2005 at $.085 per share
              -
              -
              -
              -
              (1,500,000)
              (1,500)
              (126,000)
              -
              -
              -
              -
              -
              (127,500)November
                  30, 2005 at $.05 per share
              -
              -
              -
              -
              800,000
              800
              39,200
              -
              -
              -
              -
              -
              40,000December
                  8, 2005 at $.046 per share
              -
              -
              -
              -
              543,478
              543
              24,457
              -
              -
              -
              -
              -
              25,000December
                  8, 2005 at $.05 per share
              -
              -
              -
              -
              1,500,000
              1,500
              73,500
              -
              -
              -
              -
              -
              75,000December
                  13, 2005 at $.04 per share
              -
              -
              -
              -
              300,000
              300
              11,700
              -
              -
              -
              -
              -
              12,000December
                  29, 2005 at $.045 per share
              -
              -
              -
              -
              750,000
              750
              33,000
              -
              -
              -
              -
              -
              33,750February
                  6, 2006 at $.03 per share
              -
              -
              -
              -
              4,157,143
              4,157
              120,553
              -
              -
              -
              -
              -
              124,710February
                  9, 2006 at $.03 per share
              -
              -
              -
              -
              2,664,668
              2,665
              77,275
              -
              -
              -
              -
              -
              79,940March
                  28, 2006 at $.013 per share
              -
              -
              -
              -
              2,757,076
              2,757
              32,953
              -
              -
              -
              -
              -
              35,710March
                  31, 2006 at $.013 per share
              -
              -
              -
              -
              13,820,537
              13,821
              165,846
              -
              -
              -
              -
              -
              179,667April
                  10, 2006 at $.013 per share
              -
              -
              -
              -
              1,384,615
              1,385
              16,615
              -
              -
              -
              -
              -
              18,000April
                  25, 2006 at $.015 per share
              -
              -
              -
              -
              12,777,779
              12,778
              178,888
              -
              -
              -
              -
              -
              191,666April
                  25, 2006 at $.016 per share
              -
              -
              -
              -
              618,519
              619
              9,398
              -
              -
              -
              -
              -
              10,017May
                  9, 2006 at $.0112 per share
              -
              -
              -
              -
              1,041,464
              1,041
              10,626
              -
              -
              -
              -
              -
              11,667May
                  12, 2006 at $.03 per share
              -
              -
              -
              -
              4,017,857
              4,018
              115,982
              -
              -
              -
              -
              -
              120,000May
                  22, 2006 at $.0185 per share
              -
              -
              -
              -
              1,600,000
              1,600
              28,000
              -
              -
              -
              -
              -
              29,600June
                  2, 2006 at $.015 per share
              -
              -
              -
              -
              10,999,993
              11,000
              154,000
              -
              -
              -
              -
              -
              165,000Continued on F-10






The
        accompanying notes are an integral part of these financial
        statements.
  F-9





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity (Deficit)


No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-9
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalPayments
                  received on subscription receivable:August
                  3, 2005 at $.053 per share
              -
              -
              -
              -
              -
              -
              -
              30,000
              -
              -
              -
              -
              30,000August
                  12, 2005 at $.057 per share
              -
              -
              -
              -
              -
              -
              -
              368
              -
              -
              -
              -
              368August
                  26, 2005 at $.058 per share
              -
              -
              -
              -
              -
              -
              -
              6,576
              -
              -
              -
              -
              6,576September
                  1, 2005 at $.058 per share
              -
              -
              -
              -
              -
              -
              -
              19,988
              -
              -
              -
              -
              19,988September
                  16, 2005 at $.057 per share
              -
              -
              -
              -
              -
              -
              -
              6,980
              -
              -
              -
              -
              6,980September
                  19, 2005 at $.057 per share
              -
              -
              -
              -
              -
              -
              -
              5,988
              -
              -
              -
              -
              5,988September
                  22, 2005 at $.057 per share
              -
              -
              -
              -
              -
              -
              -
              249
              -
              -
              -
              -
              249September
                  30, 2005 at $.056 per share
              -
              -
              -
              -
              -
              -
              -
              5,000
              -
              -
              -
              -
              5,000October
                  3, 2005 at $.0909 per share
              -
              -
              -
              -
              -
              -
              -
              27,988
              -
              -
              -
              -
              27,988October
                  12, 2005 at $.0943 per share
              -
              -
              -
              -
              -
              -
              -
              2,750
              -
              -
              -
              -
              2,750October
                  25, 2005 at $.0754 per share
              -
              -
              -
              -
              -
              -
              -
              2,988
              -
              -
              -
              -
              2,988November
                  4, 2005 at $.0649 per share
              -
              -
              -
              -
              -
              -
              -
              832
              -
              -
              -
              -
              832November
                  15, 2005 at $.0483 per share
              -
              -
              -
              -
              -
              -
              -
              4,988
              -
              -
              -
              -
              4,988November
                  28, 2005 at $.0444 per share
              -
              -
              -
              -
              -
              -
              -
              412
              -
              -
              -
              -
              412November
                  30, 2005 at $.0458 per share
              -
              -
              -
              -
              -
              -
              -
              4,988
              -
              -
              -
              -
              4,988December
                  4, 2005 at $.051 per share
              -
              -
              -
              -
              -
              -
              -
              15,000
              -
              -
              -
              -
              15,000January
                  9, 2006 at $.028825 per share
              -
              -
              -
              -
              -
              -
              -
              248
              -
              -
              -
              -
              248January
                  11, 2006 at $.02831875 per share
              -
              -
              -
              -
              -
              -
              -
              2,800
              -
              -
              -
              -
              2,800January
                  20, 2006 at $.0269125 per share
              -
              -
              -
              -
              -
              -
              -
              4,988
              -
              -
              -
              -
              4,988February
                  17, 2006 at $.01841875 per share
              -
              -
              -
              -
              -
              -
              -
              426
              -
              -
              -
              -
              426February
                  24, 2006 at $.0162625 per share
              -
              -
              -
              -
              -
              -
              -
              498
              -
              -
              -
              -
              498March
                  17, 2006 at $.01105 per share
              -
              -
              -
              -
              -
              -
              -
              500
              -
              -
              -
              -
              500March
                  22, 2006 at $.0109875 per share
              -
              -
              -
              -
              -
              -
              -
              500
              -
              -
              -
              -
              500May
                  11, 2006 at $.0113875 per share
              -
              -
              -
              -
              -
              -
              -
              1,900
              -
              -
              -
              -
              1,900May
                  15, 2006 at $.0137125 per share
              -
              -
              -
              -
              -
              -
              -
              269
              -
              -
              -
              -
              269May
                  23, 2006 at $.01440625 per share
              -
              -
              -
              -
              -
              -
              -
              3,000
              -
              -
              -
              -
              3,000May
                  25, 2006 at $.01365 per share
              -
              -
              -
              -
              -
              -
              -
              73,926
              -
              -
              -
              -
              73,926May
                  26, 2006 at $.0134625 per share
              -
              -
              -
              -
              -
              -
              -
              283
              -
              -
              -
              -
              283June
                  2, 2006 at $.01133125 per share
              -
              -
              -
              -
              -
              -
              -
              869
              -
              -
              -
              -
              869June
                  6, 2006 at $.0109 per share
              -
              -
              -
              -
              -
              -
              -
              1,250
              -
              -
              -
              -
              1,250June
                  13, 2006 at $.01091875 per share
              -
              -
              -
              -
              -
              -
              -
              20,000
              -
              -
              -
              -
              20,000June
                  16, 2006 at $.01145 per share
              -
              -
              -
              -
              -
              -
              -
              799
              -
              -
              -
              -
              799June
                  28, 2006 at $.0139 per share
              -
              -
              -
              -
              -
              -
              -
              267
              -
              -
              -
              -
              267June
                  29, 2006 at $.01411875 per share
              -
              -
              -
              -
              -
              -
              -
              3,150
              -
              -
              -
              -
              3,150Continued on F-11
   The
            accompanying notes are an integral part of these financial
            statements.
  F-10





Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)
              Statement
                  of Stockholder’s Equity
                  (Deficit)




No.
                  of
              Series
                  A
              No.
                  of
              Series
                  B
              No.
                  of
              Common
              Additional
              StockPreferred
              Preferred
              Preferred
              Preferred
              Common
              Stock,
              Paid-in
              Subscription
              Prepaid
              Escrowed
              Treasury
              AccumulatedContinued
                  from F-10
              Series
                  A
              Par
                  Value
              Series
                  B
              Par
                  Value
              Shares
              Par
                  Value
              Capital
              Receivable
              Shares
              Shares
              Stock
              Deficit
              TotalIssuance
                  of common stock for deficit in subscriptions receivable:October
                  7, 2005 at $.09 per share
              -
              -
              -
              -
              5,187,167
              5,187
              (5,187)
              -
              -
              -
              -
              -
              -Issuance
                  of common stock for prepaid services:December
                  13, 2005 at $.04 per share
              -
              -
              -
              -
              300,000
              300
              11,700
              -
              (12,000)
              -
              -
              -
              -April
                  25, 2006 at $.015 per share
              -
              -
              -
              -
              5,555,555
              5,556
              77,778
              -
              (83,334)
              -
              -
              -
              -May
                  22, 2006 at $.0185 per share
              -
              -
              -
              -
              1,600,000
              1,600
              28,000
              -
              (29,600)
              -
              -
              -
              -June
                  2, 2006 at $.015 per share
              -
              -
              -
              -
              12,555,554
              12,556
              175,778
              -
              (188,334)
              -
              -
              -
              -Issuance
                  of common stock in connection with acquisitions:October
                  3, 2005 at $.40 per share
              -
              -
              -
              -
              -
              -
              -
              -
              -
              800,000
              -
              -
              800,000January
                  10, 2006 at $.40 per share
              -
              -
              -
              -
              -
              -
              -
              -
              -
              800,000
              -
              -
              800,000Adjustment
                  to reclassify Stock Subscritption Receivable to CurrentAssets,
                  June 30, 2006, paid in full on July 18, 2006
              -
              -
              -
              -
              -
              -
              -
              146,190
              -
              -
              -
              -
              146,190Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              (3,500,651)
              (3,500,651)Balance,
                  June 30, 2006
              100
              $
                  -
              100
              $
                  -
              128,278,678
              $
                  128,279
              $
                  21,575,933
              $
                  -
              $
                  (313,268)
              $(3,400,000)
              $
                  (810)
              $
                  (17,321,281)
              $
                  668,853


The
        accompanying notes are an integral part of these financial
        statements.
  F-11





Matrixx
                  Resource Holdings, Inc.*(Formerly
                  Vinoble, Inc.)*(A
                  Development Stage Company)Statements
                  of CashflowsFor
                  the Years Ended June 30, 2006 and 2005 and the Period from July
                  1, 2001 to
                  June 30, 2006


From
                    Inception(July
                    1, 2001)toJune
                    30,2006
                
                2005
                
                2006CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (3,500,651
                )
                $
                (9,355,631
                )
                $
                (17,321,281
                )Adjustments
                    to reconcile net loss to net provided byoperating
                    activitiesNon-cash
                    adjustments:Effect
                    of Merger
                
                
                -
                
                
                -
                
                
                (27,717
                )Provision
                    for loss on receivable received in merger
                
                
                -
                
                
                -
                
                
                200,000Issuance
                    of stock for services
                
                
                2,544,996
                
                
                3,777,805
                
                
                10,294,333Gain
                    from extinguishment of debt
                
                
                (27,468
                )
                
                -
                
                
                (110,468
                )Gain
                    from settlement of lawsuit
                
                
                -
                
                
                (90,415
                )
                
                (90,415
                )Issuance
                    of stock for Accrued liabilities - related parties
                
                
                -
                
                
                175,034
                
                
                175,034Issuance
                    of stock for Note payable with accrued interest
                
                
                -
                
                
                42,372
                
                
                42,371Issuance
                    of stock for Subscription receivable
                
                
                -
                
                
                13,184
                
                
                13,184Issuance
                    of stock for Cost of Inducement
                
                
                -
                
                
                5,515,613
                
                
                5,515,613Impairment
                    of Hazard Property
                
                
                600,000
                
                
                -
                
                
                600,000Changes
                    in:Accounts
                    receivable
                
                
                (68
                )
                
                -
                
                
                (452
                )Prepaid
                    expenses
                
                
                70,899
                
                
                (94,085
                )
                
                (245,768
                )Accounts
                    payable and accrued liabilities
                
                
                158,468
                
                
                34,300
                
                
                388,313Accrued
                    liabilities - related parties
                
                
                45,334
                
                
                (90,850
                )
                
                102,851Accrued
                    interest
                
                
                7,256
                
                
                8,908
                
                
                16,164NET
                    CASH USED BY OPERATING ACTIVITIES
                
                
                (101,234
                )
                
                (63,765
                )
                
                (448,238
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESCash
                    paid in advance of acquisitions
                
                
                (162,000
                )
                
                -
                
                
                (162,000
                )NET
                    CASH USED BY INVESTING ACTIVITIES
                
                
                (162,000
                )
                
                -
                
                
                (162,000
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESBank
                    overdraft
                
                
                -
                
                
                (14
                )
                
                -Payment
                    received on subscription receivable
                
                
                250,768
                
                
                103,042
                
                
                432,912Offering
                    costs
                
                
                -
                
                
                -
                
                
                (3,102
                )Proceeds
                    from Notes payable
                
                
                12,500
                
                
                -
                
                
                211,725Payments
                    on Notes payable
                
                
                -
                
                
                (39,225
                )
                
                (39,225
                )Proceeds
                    from sale of common stock
                
                
                -
                
                
                -
                
                
                125,000Payment
                    on Note payable - Hudson Consulting
                
                
                -
                
                
                -
                
                
                (117,000
                )NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                263,268
                
                
                63,803
                
                
                610,310NET
                    CHANGE IN CASH
                
                
                34
                
                
                38
                
                
                72CASH,
                    beginning of period
                
                
                38
                
                
                -
                
                
                -CASH,
                    end of period
                
                $
                72
                
                $
                38
                
                $
                72Continued
                    on F-13
  The
          accompanying notes are an integral part of these financial
          statements.
  F-12


Matrixx
                Resource Holdings, Inc.*(Formerly
                Vinoble, Inc.)*(A
                Development Stage Company)Statements
                of CashflowsFor
                the Years Ended June 30, 2006 and 2005 and the Period from July 1,
                2001 to
                June 30, 2006




Continued
                  from F-12SUPPLEMENTAL
                  SCHEDULE OF NON-CASH INVESTINGACTIVITIES:
              
              2006
              
              2005Issuance
                  of common stock for services
              
              $
              2,231,727
              
              $
              3,040,037Issuance
                  of common stock for prepaid services
              
              $
              313,268
              
              $
              737,768Impairment
                  of Hazard Property
              
              $
              600,000
              
              $
              -Issuance
                  of notes payable in advance of acquisitions
              
              $
              130,000
              
              $
              -Issuance
                  of common stock for accrued liabilities -related
                  parties
              
              $
              -
              
              $
              175,034Issuance
                  of common stock for notes payable withaccrued
                  interest
              
              $
              -
              
              $
              42,372Issuance
                  of preferred stock for cost of inducement
              
              $
              -
              
              $
              5,515,613Issuance
                  of common stock for subscription receivable
              
              
              
              
              $
              500,000




The
        accompanying notes are an integral part of these financial
        statements.
  F-13





Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, 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., formerly known as Vinoble, 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.
      Specifically, in its pursuit to offer end-to-end solutions for the
      tracking, management, and monitoring of both mobile and non-mobile assets
      utilizing Radio Frequency Identification and Global Position Systems, the
      Company encountered opportunities to invest in several prospects in the oil
      and
      gas and mining sectors. These investments were to be initially used as testing
      grounds for the new technologies. However, further analysis caused the Company
      to re-focus its strategy to target oil and gas and natural resource exploration
      to take advantage of the ability to make minimal investments in numerous
      prospects thus allowing for better structure of cash flow and diversification
      of
      risk. The Company views this strategic direction to be more advantages
      than development of new product technologies given the established market demand
      for natural resources.





There
      can
      be no assurance that the results of the due diligence will be satisfactory
      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.




Business
      Recapitalization and Restatement


-----------------------------------------




On
      November 19, 2004, the Company effected a one-for-500 reverse split as approved
      by a majority of the holders of Common Stock by written consent as part of
      its
      strategy to obtain a listing on a national exchange. Concurrently, the Company
      changed its name from Ohana Enterprises, Inc. to Vinoble, Inc. All share numbers
      and values have been retroactively restated for purposes of
      comparison.





The
      Company’s Board of Directors determined that the close of business on May 26,
      2006 would be the record date for shareholders entitled to notice about the
      proposal to change the Company’s name from “Vinoble, Inc.” to “Matrixx Resource
      Holdings, Inc.” *(See
      Note 14. Subsequent Events).*




Stock
      Based Compensation


------------------------





In
      the
      first quarter of fiscal 2006, the Company adopted Statement of Financial
      Accounting Standards No. 123R, *Share-Based
      Payment* (SFAS
      123R), which revises SFAS 123, *Accounting
      for Stock-Based Compensation* and
      supersedes Accounting Principals Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* (APB
      25). SFAS 123R requires that new, modified and unvested share-based payment
      transactions with employees, such as stock options and restricted stock, be
      recognized in the financial statements based on their fair value and recognized
      as compensation expense over the vesting period. The implementation of SFAS
      123R
      had no material impact on the financial statements.





F-14





Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








1.
      NATURE
      OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued from
      F-14)








Valuation
      of the Company's Common Stock


---------------------------------------





Unless
      otherwise disclosed, all stock based transactions entered into by the Company
      have been valued at fair value of the consideration received or at the market
      value of the Company's Common Stock on the date the transaction was entered
      into.




Earnings
      (Loss) Per Share


-------------------------





Basic
      earnings (loss) per share excludes any dilutive effects of options, warrants
      and
      convertible securities. Basic earnings (loss) per share is computed using the
      weighted-average number of common shares outstanding during the period. Diluted
      earnings per share is computed using the weighted-average number of Common
      and
      Common Stock equivalent shares outstanding during the period. Common equivalent
      shares are excluded from the computation if their effect is antidilutive.
      Currently no Common Stock equivalents are outstanding.





Fair
      Value of Financial Instruments


---------------------------------------





The
      carrying amounts of cash, prepaid expenses, accounts payable and notes payable
      approximate fair value because of the short maturity of these
      items.





Statement
      of Cash Flows


-----------------------





For
      the
      purpose of the statement of cash flows, cash includes amounts "on-hand" and
      amounts deposited with financial institutions.





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.








F-15


Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








1.
      NATURE
      OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued from
      F-15)





Recently
      Issued Accounting Pronouncements


-----------------------------------------





In
      July
      2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109.” FIN
      48 clarifies the accounting for uncertainty in income taxes recognized in a
      company’s financial statements in accordance with Statement No. 109, Accounting
      for Income Taxes. FIN 48 prescribes a recognition threshold and measurement
      of a
      tax position taken or expected to be taken in a company’s tax return. FIN 48 is
      effective for fiscal years beginning after December 15, 2006. Accordingly,
      the
      Company will be required to adopt FIN 48 in the first quarter 2007. The Company
      is currently evaluating the impact that the adoption of FIN 48 will have, if
      any, on its financial statements and notes thereto.





On
      September 13, 2006, the Securities and Exchange Commission issued Staff
      Accounting Bulletin 108 (“SAB 108”), “Considering the Effects of Prior year
      Misstatements When Quantifying Misstatements in Current Year Financial
      Statements.” SAB 108 clarifies the staff’s views regarding the process of
      quantifying financial statement misstatements. More specifically, the staff
      noted that certain registrants do not consider the effects of prior year errors
      on current year financial statements, thereby allowing improper assets or
      liabilities to remain unadjusted. The staff believes this approach is not in
      the
      best interests of the users of the financial statements. SAB 108 is effective
      for fiscal years ending on or after November 15, 2006 with earlier adoption
      encouraged. The Company is currently evaluating the impact that the adoption
      of
      SAB 108 will have, if any, on its financial statements and notes
      thereto.








2.
      GOING
      CONCERN AND MANAGEMENT PLANS





The
      Company has not had any revenues and has experienced operating losses since
      inception caused by its continued development costs. As shown in the
      accompanying financial statements, the Company incurred a net loss of $3,500,651
      for the year ended June 30, 2006 and as of
      June
      30, 2006 has an accumulated deficit of $17,321,281. Those factors create an
      uncertainty and raise substantial doubt about the Company's ability to continue
      as a going concern.  Management
      of the Company entered into a Stock Purchase Agreement ("SPA") with GarcyCo
      Capital Corp. (“GCCC”) as of September 14, 2004 for aggregate consideration of
      $500,000 to be paid in quarterly installments in exchange for a minimum of
      400,000 shares of Matrixx Common Stock ( *See
      Note 3. Subscription Receivables* ).
      As of
      June 30, 2006, the Company has received an aggregate of $353,810. Management
      intends to seek additional financing by capitalizing on the value of currently
      owned investments. 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, acquiring or merging with another business entity,
      developing significant revenues and ultimately attaining profitable
      operations.





F-16





Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








3.
      STOCK
      SUBSCRIPTION RECEIVABLE





On
      September 14, 2004, the Company executed a Stock Purchase Agreement (the "SPA")
      with GCCC. The SPA calls for the issuance by the Company of an aggregate of
      400,000 shares of Common Stock, post-split, 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. 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. All shares
      are restricted within the meaning of Rule 144 under the Securities Act and
      must
      be held indefinitely unless subsequently registered or qualified for exemption.
      The SPA includes a provision that the purchase price per share, and therefore
      the number of shares to be delivered at the time of each installment payment,
      will 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. Per
      the
      terms of the SPA, the installments due on June 30, 2006 and on September 30,
      2006 are for $75,000 each with the final payment of $50,000 due on December
      31,
      2006.





As
      of
      June 30, 2006, the Company has received an aggregate of $353,810 in financing
      from the SPA resulting in the required issuance of 11,832,447 shares as
      calculated at a 37.5% discount to the 10-day trailing closing price of the
      Company’s Common Stock at the time of each payment per the terms of the SPA. At
      June
      30, 2006, a balance of $21,190 remains due on the current installment under
      the
      SPA. On July 18, 2006, the Company received the balance of funding owed pursuant
      to the terms of the SPA. *(See
      Note 14. Subsequent Events).*





4.
      DEFERRED COST OF ACQUISITIONS, NET





As
      of
      June 30, 2006, the Company has accumulated $1,292,000 in deferred costs of
      acquisitions, net. The amount includes the $67,000 non-refundable cash deposit
      paid to Overseas pursuant to the agreement
      for the purchase of a 98% interest in the Hazard Lake Property, (the “Hazard
      Agreement”), the transfer of 2,000,000 shares of Common Stock from
      escrowed shares to Overseas valued at $800,000 and the Note Payable to Overseas
      for $130,000. However, 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.
      Thus, the Company’s net deferred cost of acquisition for the Hazard Lake
      Property is valued at $397,000 at its cost in accordance with the valuation
      as stated in the Hazard








F-17


Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








4.
      DEFERRED COST OF ACQUISITIONS, NET (Continued from F-17)





Agreement.
      Also included in the balance of deferred cost of acquisitions, net is $15,000
      paid to Sterling Grant Capital, Inc. (formerly Sun Oil & Gas Corp. ),
      (“Sterling”), and the transfer of 2,000,000 shares of Common Stock valued at
      $800,000 from escrowed shares for the purchase of a 5% minority interest in
      the Clovelly Prospect, an oil prospect property, (“Clovelly”). As of June 30,
      2006, the Company had invested an additional $80,000 in Clovelly for drilling
      operations, thus making the aggregate investment in Clovelly $895,000. The
      Hazard Agreement was executed on October 10, 2005, the Letter Agreement with
      Sterling was executed on November 15, 2005. Both agreements became final on
      July
      14, 2006. *(See
      Note 14. Subsequent Events).*





5.
      INCOME
      TAXES





Income
      taxes are provided pursuant to SFAS No. 109 Accounting for Income Taxes. This
      statement requires the use of an asset and liability approach for financial
      reporting for income taxes. If it is more likely than not that some portion
      or
      all of a deferred tax asset will not be realized, a valuation allowance is
      recognized. Accordingly, as the realization and use of the net operating loss
      carryforward is not probable at June 30, 2006, the tax benefit of the loss
      carryforward is offset by a valuation allowance of the same amount.





The
      composition of the Company's deferred tax assets and the tax effects of
      temporary differences and carryforwards that give rise to deferred assets are
      as
      follows June 30, 2006:




Deferred
      tax assets:





Net
                operating loss carryforwards
            
            $
            4,009,812----------------Gross
                deferred tax assets
            
            
            4,009,812Valuation
                allowance
            
            
            (4,009,812
            )----------------Net
                deferred tax assets
            
            $
            --===========





The
                components of deferred income tax benefit for the year ended June
                30, 2006
                were as follows:Temporary
                differences:Net
                operating loss carryforward
            
            $
            812,158Increase
                in valuation allowance
            
            
            (812,158
            )----------------$
            --===========




No
      provision for income taxes has been recorded from inception (July 1, 2001)
      through June 30, 2006, as the Company has incurred losses during those
      periods.






F-18





Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








5.
      INCOME
      TAXES (Continued from F-18)





The
      Company has approximately $2,600,000 of federal and $1,400,000 of state net
      loss
      carryforwards available to reduce future federal and state tax liabilities
      which
      will begin to expire in 2022 and 2013, respectively.





6.
      RELATED PARTY PAYABLES




As
      of
      June 30, 2006, the Company owes a total of $75,384 to management and consultants
      as reimbursement for expenses incurred during the development phase of
      operations. Included in this amount is $10,000 owed to Isaac Simmons and Kathyrn
      A. Christmann, parents of Catherine Thompson, the Company's Chief Financial
      Officer, as reimbursement for legal fees paid in the litigation against Hudson
      Consulting Group, Inc. Subsequent to June 30, 2006, $5,000 has been repaid
      by
      the Company. *(See
      Note 14. Subsequent Events.)* Additionally, the Company agreed to reimburse Ms. Thompson for out of
      pocket expenses incurred on behalf of the Company. Currently, the Company owes
      an aggregate $ 65,384 for such expenses. The Company has been released from
      the
      $24,473 owed to Joseph Lively, the Company's Former Chief Executive Officer,
      for
      his compensation for the period of March - May 13, 2005, and from the $2,995
      owed to Mr. Lively for expenses incurred during his employment with the Company.




7.
      NOTES
      PAYABLE WITH ACCRUED INTEREST





The
      Company obtained financing in the form of a line-of-credit for up to $30,000,
      which matured on June 30, 2004. Interest accrued at 20% per annum and was
      payable on or before June 30, 2004. Per the agreement, the Company, at its
      discretion, elected to settle the Note with the issuance of restricted Common
      Stock at a discount of 30% to the average bid price for the last 10 days prior
      to conversion. The outstanding balance on the line-of-credit, including interest
      payable, at July 27, 2004, the date of conversion, was $31,661. The Note was
      converted into 9,191 shares of restricted Common Stock, par $ .001, on July
      27,
      2004.





The
      Company obtained a second line-of-credit financing from the same party above
      described for an


amount
      up
      to $15,000, which matured on September 30, 2004. Interest accrued at 12% per
      annum and was payable on or before maturity. Per the agreement, the Company,
      at
      its discretion, elected to settle the line-


of-credit
      with the issuance of restricted Common Stock at a discount of 30% to the average
      bid price for the last 10 days prior to conversion. The outstanding balance
      on
      the line-of-credit, including interest payable, at November 20, 2004, the date
      of conversion, was $10,203. The Note was converted into 170,054 shares of
      restricted Common Stock, par $ .001, on December 14, 2004.




8.
      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 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").







F-19





Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements





8.
      NOTE
      PAYABLE - INTERACTIVE IDEAS CONSULTING GROUP (Continued from F-19)





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 has 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.




9.
      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 June 30, 2006, the Company has not paid any amounts
      owing
      on the loan. The balance due including principal, interest and penalty is $
      14,200.





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. The current
      portion of the note with accrued interest is $56,842 and the balance of $78,713
      is included in long-term liabilities. As the transaction has yet to be fully
      executed, Overseas extended the March 15, 2006 payment date to coincide with
      the
      closing of the acquisition. The acquisition was completed on July 14, 2006.
      ( *See
      Note. 14. Subsequent Events).*





11.
      CONVERTIBLE PREFERRED STOCK




The
      Company entered into an Agreement and Plan of Reorganization ("GCCC Agreement")
      with GarcyCo Capital Corp. ("GCCC") which is to facilitate the Company's
      acquisition plan. The GCCC Agreement provides that the Company will acquire
      from GCCC
      certain property and businesses and in consideration, GCCC shall 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 shall 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 shall be
      required to forfeit the pro-rata balance of the 12,500,000 shares of Common
      Stock issued by the Company. Additionally, GCCC has been 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 shares of $.001 par value Preferred Stock authorized.
      Pursuant to the GCCC Agreement, the Company was committed to the issuance of
      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") as cost of inducement for GCCC to sell certain assets and businesses to
      the Company. The Series A shall convert 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 A shall have one vote per
      share until said shares are retired at time of conversion. The Series B shall
      convert into Common Stock at a ratio of 1 for 1. Time of conversion shall be
      determined at the sole discretion of the





F-20


Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








11.
      CONVERTIBLE PREFERRED STOCK (Continued from F-20)





shareholder
      of record. Each share of Series B shall be entitled to 1,000,000 votes until
      such shares are converted into Common Stock.  As June 30, 2006, the
      Certificates of Determination for the Series A and Series
      B
      have been filed with the State of Delaware. As of the date of this filing it
      is
      uncertain as to whether all of the obligations under the GCCC Agreement will
      be
      fulfilled. However, 2,000,000 shares valued at $0.40 per share were delivered
      from GCCC pursuant to the Hazard Agreement. An additional 2,000,000 shares
      valued at $0.40 per share were delivered on January 30, 2006, pursuant to the
      Letter Agreement for the purchase of a 5% minority interest in Clovelly.
      ( *See
      Note 12. Escrowed Shares).*




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 $32 are included in additional
      paid-in capital.




12.
      ESCROWED SHARES




At
      June
      30, 2006 the balance in Escrowed shares is $3,400,000 is accrued to GCCC
      pursuant to the GCCC Agreement. 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 shall 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 shall be required
      to
      forfeit the pro-rata balance of the 12,500,000 shares of Common Stock issued
      by
      the Company. The shares were valued at $0.40 for an aggregate value of
      $5,000,000 and are held in escrow to be paid out as required to execute the
      acquisitions. On October 3, 2005, GCCC utilized 2,000,000 shares valued in
      aggregate at $800,000 for the acquisition of a 98% interest in the Hazard Lake
      Property.





The
      Letter Agreement with Sterling executed on November 15, 2005, calls for an
      aggregate purchase price of $115,000, of which $15,000 has been paid in cash
      and
      the balance of $100,000 is to be paid with the issuance of 2,000,000 shares
      of
      registered Common Stock. 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. The Letter Agreement values the shares at $100,000 or $0.05 per
      share based on the current market price on the date of the 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.





13.
      MANAGEMENT EMPLOYMENT CONTRACTS





The
      Company, from time to time, enters into consulting agreements with members
      of
      Company management. As of June 30, 2006, the Company has an Employment Agreement
      in effect with Catherine Thompson to be employed in the capacity of Chief
      Financial Officer, Vice President of Finance and Secretary of the Company.
      The
      Company and Ms. Thompson entered into the Employment Agreement on







F-21


Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)








13.
      MANAGEMENT EMPLOYMENT CONTRACTS (Continued from F-21)





December
      14, 2004. The agreement established a base salary for Ms. Thompson of $140,000
      beginning January 1, 2005 to be paid in monthly installments of Common Stock
      beginning July 1, 2005. The number of shares issued each month is to be based
      on
      the closing bid price at the time of issuance; two thirds of said shares shall
      be registered under Section 8 of the Securities and Exchange Act of 1933 and
      one
      third shall be issued as restricted. On August 15, 2006, the Company amended
      the
      Employment Agreement with Ms. Thompson. *(See
      Note 14. Subsequent Events)* .
      The
      term of the agreement is from January 1, 2005 - December 31, 2007. Ms.
      Thompson’s Employment Agreement was amended on April 1, 2006 to modify the terms
      of compensation such that all Common Stock shares issued as restricted stock
      for
      compensation shall be issued but held in Company escrow and are subject to
      forfeiture should Ms. Thompson not remain employed by the Company for a period
      of two years following the issuance of the underlying shares. Should Ms.
      Thompson leave the Company’s employ at any time prior to that two year holding
      period for any reason, all unearned shares shall be returned to Treasury Stock.
      This Amendment is retroactive for a period of 2 years and Ms. Thompson has
      presented those restricted stock certificates issued for compensation purposes
      to the Company to be held in escrow.





At
      June
      30, 2006, the Company is holding an aggregate of 2,055,818 shares of Company
      restricted Common Stock issued to Ms. Thompson and valued at $147,156 according
      to the current market price upon the various dates of issuance. These shares
      have been expensed as compensation during the periods in which the shares were
      issued.




14.
      SUBSEQUENT EVENTS





On
      July
      7, 2006, the Company paid $5,000 to Isaac Simmons and Kathyrn A. Christmann,
      parents of Catherine Thompson, the Company's Chief Financial Officer, as partial
      repayment of the $10,000 obligation included in Related Party
      Payables.





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, a 355-hectare gold
      mining property in the Red Lake District in Ontario, Canada; 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, an oil and gas property in the Lafourche Parish, Louisiana.
      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.





Concurrent
      with the approval and finalization of the Hazard Agreement, the Company’s first
      installment of $25,000 on the note with Overseas was due and paid on July 14,
      2006.





As
      of
      July 18, 2006, the Company received the full amount of $500,000 owed by GCCC
      pursuant to the terms of the SPA. The Company issued an aggregate of 12,715,021
      shares of Common Stock, restricted under Rule 144 of the Securities Act, on
      September 11, 2006 to complete the terms of the SPA. In aggregate, the Company
      received $500,810 and issued 18,543,373 shares of restricted Common Stock valued
      at an average price of $0.027 per share pursuant to the terms of the
      SPA.





F-22


Matrixx
      Resource Holdings, Inc.


*(Formerly
      Vinoble, Inc.)*


(A
      Development Stage Company)


Notes
      to
      Financial Statements








14.
      SUBSEQUENT EVENTS (Continued from F-22)





On
      August
      15, 2006, the Company amended the Employment Agreement with Catherine Thompson
      to increase her annual base salary compensation to $175,000 payable in cash
      or
      in monthly issuances of Common Stock of the Company. The Common Stock is to
      be
      issued as 75% allowable for registration and 25% to be issued as restricted
      Common Stock subject to Rule144.





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
      Canadian corporation (“Texhoma”), for a purchase price of $150,000. The
      Company’s 42.5% working interest in the leases is subject to an existing
      overriding 28% Royalty Interest. Pursuant to the terms of the Buck Snag
      Agreement, Texhoma has the right to back-in for a 12.5% working after payout
      of
      the investment to the Company. Payout is defined as the receipt by the Company
      of the equivalent of the purchase price and the investment out of revenue
      distribution from the Operator. Sunray Operating Company, LLC, located in
      Sugarland, Texas, (“Sunray” or “Operator”), is the Operator for Buck Snag. Per
      the Buck Snag Agreement, Sunray is also entitled to a 12.5% working interest,
      proportionately reduced at payout. Both back-in working interest percentages
      to
      Texhoma and to Sunray are already factored into the Company’s 42.5% working
      interest percentage. The Company completed the acquisition with full payment
      of
      the purchase price on August 28, 2006.





On
      October 5, 2006, the Company finalized the 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 shall receive a 55% working
      interest in the Manvel 2,000 ft. Miocene Exploration prospect for $20,000 and
      a
      55% working interest in the Manvel 4,500 ft. Oakville Development well for
      $40,000, (collectively, the “Manvel Prospects”). The Company’s 55% working
      interest in the leases is subject to an existing overriding 25% Royalty
      Interest. Pursuant to the terms of the Manvel Agreement, Texhoma has the right
      to back-in for a 12.5% working interest after payout of the investment to the
      Company for each well. Payout is defined as the receipt by the Company of the
      equivalent of the purchase price and the investment out of revenue distribution
      from the Operator, Sunray. Per the Manvel Agreement, Sunray is also entitled
      to
      a 12.5% working interest, proportionately reduced at payout for each well.
      Both
      back-in working interest percentages to Texhoma and to Sunray are already
      factored into the Company’s 55% working interest percentage for both leases.





In
      the
      period from June 30, 2006 to October 9, 2006, the Company issued 61,176,898
      shares of Common Stock for services and for the SPA with GCCC. The
      12,715,021shares issued to GCCC to complete the SPA were issued as restricted
      under Rule 144 of the Securities Act.














F-23