United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1933
Matrixx
Resource Holdings, Inc.
(formerly
Vinoble, Inc.)
Delaware 95-2312900
(Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
(Address
of principal executive offices)
(Former
Address, if changed since last report)
Registrant’s
telephone number, including area code:
(310)
456-3199
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Agreement.
On
August 29, 2006, the Registrant, a Delaware corporation (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 Buck Snag 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 Company’s investment.
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
29,
2006.
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.
Structural
and isopach maps have been utilized to identify the potential reservoir target
and the subsurface rock layers for drilling preparation. A structural map
uses
contours to illustrate the elevation of the top of a subsurface sedimentary
rock
layer while an isopach map uses contours to establish the thickness of a
subsurface layer. Combined, the two maps illustrate the estimated lateral
extent
and sand thickness of the primary reservoir objectives.
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 last week. 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 (Billion Cubic Feet
of
Gas). Net
drilling cost was $170,000, of which the Company’s obligation of $72,250 has
been prepaid. Net completion costs are estimated at $90,000, of which the
Company’s obligation is $38,250. This estimate is a budgetary allocation and is
subject to change should unforeseen circumstances arise during the completion
phase. The Company, its partners and the Operator have agreed to drill three
additional wells on the Buck Snag Prospect before year end. Subsequent well
locations and depths will be keyed off the geology of the first well.
B.
Manvel Agreement
On
August
29, 2006, the Registrant, a Delaware corporation (the “Company”), has reached an
agreement in principal 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.
The
Company’s 55% working interest in the wells 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. Closing of the Manvel transaction is expected by September 15,
2006.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
set
forth in Item 1.01 above, on August 29, 2006, the Company completed the
acquisition of a 42.5% working interest in Buck Snag from Texhoma. Pursuant
to
the terms of the Buck Snag Agreement, , the Company purchased a 42.5% working
interest, subject to an existing overriding Royalty Interest of 28%, for
a
purchase price of $150,000. See Item 1.01 for more information. As of August
29,
2006, the Company has paid the full purchase price.
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. 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 last week. 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 (Billion Cubic Feet
of
Gas).
For
additional information regarding Matrixx Resource Holdings, Inc. (“Matrixx”),
which is a “shell company” as defined in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, please see Matrixx’s Quarterly Reports on Form
10-QSB for the quarterly periods ended September 30, 2005, December 31, 2005
and
March 31, 2006, as filed with the Securities and Exchange
Commission.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
As
stated above in Items 1.01 and 2.01, herein incorporated by reference, the
Buck
Snag Agreement obligates the Company to pay Texhoma a total purchase price
of
$150,000, as a one -time participation fee for the right and obligation of
a
42.5% working interest in Buck Snag. As of August 29, 2006, the Company has
paid
this amount in full. The dry hole cost was $170,000, of which the Company’s
obligation of $97,750 has also been prepaid. This obligation represents
approximately 42.5% of the costs associated with drilling the Initial Test
Well,
therefore, allowing the Company to hold a 42.5% interest in the proceeds
from
the well after Royalty Interests and expenses.
Recoverable
gas reserves were found in the 2,030 foot sand and have been tested to be
commercially viable. As of August 29, 2006 the well has been completed and
placed into production. Completion costs were $90,000 of which the Company’s
obligation is $38,250. Following completion, the Company is obligated to
pay
42.5% of all the costs associated with production of the well and would be
entitled to 42.5% of the production revenue, including the back-in percentages
to Texhoma and Sunray, and after payment of the Royalty Interest and expenses.
The
estimates for the completion costs are budgetary allocations and are subject
to
change should unforeseen circumstances arise during the completion phase.
Item
9.01 Exhibits.
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2.4
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Acquisition
and Participation Agreement between Company and Texhoma Energy,
Inc.,
dated August 29, 2006.
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