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|                                                                                    
|------------------------------------------------------------------------------------
|UNITED
 STATES                                                                      
|SECURITIES
 AND EXCHANGE COMMISSION                                                 
|Washington, D.C. 20549                                                              
|                                                                                    
|FORM 10-Q                                                                           
|(Mark One)                                                                          
|                                                                                    
|xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934 
|for the
 quarterly period ended: November 30, 2008                                  
|                                                                                    
|oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
|for the
 transition period from _________ to __________                             
|                                                                                    
|Commission file number: 000-53191                                                   
|                                                                                    
|MATTMAR MINERALS, INC.                                                              
|(Exact name of registrant as specified in its charter)                              

|                                |  |                     
|------------------------------- |  | --------------------
|Delaware                        |  | 20-4718599          
|(State or other jurisdiction of |  | (IRS
 Employer      
|incorporation or organization)  |  | Identification
 No.)

|                                                                                   
|-----------------------------------------------------------------------------------
|47 School Avenue
 Chatham, NJ 07928                                                
|(Address of principal executive offices)                                           
|                                                                                   
|973-635-4047
 (Issuers telephone number)                                          
|                                                                                   
|(Former name, former address and former fiscal year,
 if changed since last report)

|                                                                                                                                                                                                                                                                                                                                                              |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|Indicate by
 check mark whether the registrant (1) has filed all reports required to be
 filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
 the preceding 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 o

|                                                                                                                                                                                                                                                                                                                     |                            |                             
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------------------------
|Indicate by
 check mark whether the registrant is a large accelerated filer, an
 accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See the definitions of large accelerated filer, accelerated filer and
 smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|                                                                                                                                                                                                                                                                                                                     | Large
 Accelerated filer o | Accelerated
 filer o        
|                                                                                                                                                                                                                                                                                                                     | Non-accelerated
 filer o   | Smaller
 reporting company x

|                                                                                                               |           
|-------------------------------------------------------------------------------------------------------------- | ----------
|Indicate by
 check mark whether the issuer is a shell company (as defined in Rule 12b-2 of
 the Exchange Act).
|                                                                                                               | Yes x No o

Indicate the
number of shares outstanding of each of the issuers classes of common stock,
as of the latest practicable date: There were a total of 13,333,333 shares
of the issuers common stock, par value $.001 per share, outstanding as of
January 8, 2009.

---

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MATTMAR MINERALS, INC.

TABLE OF CONTENTS

|                                                                                              |                                                                                                                                                                                                    |    |     
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----
|                                                                                              |                                                                                                                                                                                                    |    | Page
|                                                                                              |                                                                                                                                                                                                    |    |     
|PART I.
 FINANCIAL INFORMATION                                                                |                                                                                                                                                                                                    |   
|                                                                                              |                                                                                                                                                                                                    |    |     
|ITEM 1.
 Financial Statements                                                                 |                                                                                                                                                                                                    |   
|                                                                                              |                                                                                                                                                                                                    |    |     
|                                                                                              | Balance
 Sheets as of November 30, 2008 (unaudited) and May 31, 2008 (audited)                                                                                                                     |    | 3   
|                                                                                              |                                                                                                                                                                                                    |    |     
|                                                                                              | Statements
 of Operations for the Three and Six Months Ended
 November 30, 2008 and November 30, 2007 and for the period from
 April 18, 2006 (Date of Inception) to November 30, 2008 (unaudited) |    | 4   
|                                                                                              |                                                                                                                                                                                                    |    |     
|                                                                                              | Statement
 of Stockholders Equity for the period from
 April 18, 2006 (Date of Inception) to November 30, 2008 (unaudited)                                                                        |    | 5   
|                                                                                              |                                                                                                                                                                                                    |    |     
|                                                                                              | Statements
 of Cash Flows for the Six Months Ended
 November 30, 2008 and November 30, 2007 and for the period from
 April 18, 2006 (Date of Inception) to November 30, 2008 (unaudited)           |    | 6   
|                                                                                              |                                                                                                                                                                                                    |    |     
|                                                                                              | Notes to
 Financial Statements (unaudited)                                                                                                                                                         |    | 7   
|                                                                                              |                                                                                                                                                                                                    |    |     
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL
 CONDITION AND RESULTS OF OPERATION |                                                                                                                                                                                                    | 12
|                                                                                              |                                                                                                                                                                                                    |    |     
|ITEM 3.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           |                                                                                                                                                                                                    | 15
|                                                                                              |                                                                                                                                                                                                    |    |     
|ITEM 4T.
 CONTROLS AND PROCEDURES                                                             |                                                                                                                                                                                                    | 15
|                                                                                              |                                                                                                                                                                                                    |    |     
|PART II
 OTHER INFORMATION                                                                    |                                                                                                                                                                                                    |   
|                                                                                              |                                                                                                                                                                                                    |    |     
|ITEM 6.
 EXHIBITS                                                                             |                                                                                                                                                                                                    | 15
|                                                                                              |                                                                                                                                                                                                    |    |     
|SIGNATURES                                                                                    |                                                                                                                                                                                                    | 16

FORWARD-LOOKING STATEMENTS

Certain
statements made in this Quarterly Report on Form 10-Q are forward-looking
statements regarding the plans and objectives of management for future
operations and market trends and expectations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving the
continued expansion of our business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved. We undertake no obligation to revise or update publicly any
forward-looking statements for any reason. The terms we, our, us, or any
derivative thereof, as used herein refer to Mattmar Minerals, Inc., a Delaware
corporation, and its predecessors.

2

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PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

MATTMAR MINERALS, INC(A Development
Stage Company)
BALANCE SHEETS

|                                                                                                                      |  |                    |          |               |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | ------------- | - | ------- | -
|                                                                                                                      |  | November 30,
 2008 |          | May 31,
 2008 |  
|                                                                                                                      |  |                    |          |               |  
|                                                                                                                      |  | (Unaudited)        |          | (Audited)     |  
|ASSETS                                                                                                                |  |                    |          |               |   |         |  
|CURRENT ASSETS                                                                                                        |  |                    |          |               |   |         |  
|Cash and cash equivalents                                                                                             |  | $                  | 14,317   |               | $ | 43,147  |  
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|Total current assets                                                                                                  |  |                    | 14,317   |               |   | 43,147  |  
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|TOTAL ASSETS                                                                                                          |  | $                  | 14,317   |               | $ | 43,147  |  
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|LIABILITIES
 AND STOCKHOLDERS EQUITY                                                                                 |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|CURRENT LIABILITIES                                                                                                   |  |                    |          |               |   |         |  
|Accounts payable and accrued expenses                                                                                 |  | $                  | 6,280    |               | $ | 8,722   |  
|                                                                                                                      |  |                    |          |               |   |         |  
|Total current liabilities                                                                                             |  |                    | 6,280    |               |   | 8,722   |  
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|TOTAL LIABILITIES                                                                                                     |  |                    | 6,280    |               |   | 8,722   |  
|                                                                                                                      |  |                    |          |               |   |         |  
|STOCKHOLDERS EQUITY                                                                                                  |  |                    |          |               |   |         |  
|Preferred stock, $0.001 par value, 1,000,000 shares authorized, none
 issued and outstanding                          |  |                    |         |               |   |        |  
|Common stock, $0.001 par value; 99,000,000 shares authorized,
 13,333,333 shares issued and outstanding, respectively |  |                    | 13,333   |               |   | 13,333  |  
|Additional paid-in capital                                                                                            |  |                    | 110,667  |               |   | 110,667 |  
|Deficit accumulated during development stage                                                                          |  |                    | (115,963 | )             |   | (89,575 | )
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|TOTAL STOCKHOLDERS EQUITY                                                                                            |  |                    | 8,037    |               |   | 34,425  |  
|                                                                                                                      |  |                    |          |               |   |         |  
|                                                                                                                      |  |                    |          |               |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                            |  | $                  | 14,317   |               | $ | 43,147  |  
|                                                                                                                      |  |                    |          |               |   |         |  

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

3

---



MATTMAR MINERALS, INC 
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|------------------------------------------- | -------------------------- | - | -------------------------------- | ------- | ------------------------------ | ---------- | ------- | - | ---------- | ------- | - | ---------- | ------- | - | ------------------------------------------------------------------------------- | -------- | -
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   | For the period from
 April 18, 2006
 (Date of Inception)
 to
 November 30, 2008 |         
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                
|                                            |                            |   | Three Months Ended
 November 30, |         | Six Months Ended
 November 30, |            |        
|                                            |                            |   | 2008                             |         | 2007                           |            | 2008    |   | 2007       |         |  
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |           
|Expenses                                    |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|                                            | Professional fees          |   | $                                | 14,742  |                                | $          | 2,500   |   | $          | 25,213  |   | $          | 4,650   |   | $                                                                               | 98,598   |  
|                                            | Regulatory and filing fees |   |                                  | 500     |                                |            | 480     |   |            | 1,150   |   |            | 940     |   |                                                                                 | 7,644    |  
|                                            | Other expenses             |   |                                  |        |                                |            | 7,391   |   |            | 25      |   |            | 12,391  |   |                                                                                 | 17,515   |  
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|                                            | Total operating expenses   |   |                                  | 15,242  |                                |            | 10,371  |   |            | 26,388  |   |            | 17,981  |   |                                                                                 | 123,757  |  
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|Other income (expense)                      |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |         
|                                            | Debt forgiveness           |   |                                  |        |                                |            |        |   |            |        |   |            |        |   |                                                                                 | 7,794    |  
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|Total other income
 (expense)               |                            |   |                                 |         |                                |           |         |   |           |         |   |           |         |   | 7,794                                                                           |         
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|                                            | Net loss                   |   |                                  | (15,242 | )                              |            | (10,371 | ) |            | (26,388 | ) |            | (17,981 | ) | $                                                                               | (115,963 | )
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  
|Net loss per share  basic                  |                            | $ | (0.00                            | )       | $                              | (0.00      | )       | $ | (0.00      | )       | $ | (0.00      | )       |   |                                                                                 |         
|Weighted average shares outstanding - basic |                            |   | 13,333,333                       |         |                                | 13,000,000 |         |   | 13,333,333 |         |   | 13,000,000 |         |   |                                                                                 |         
|                                            |                            |   |                                  |         |                                |            |         |   |            |         |   |            |         |   |                                                                                 |          |  

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

4

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|                                                                    
|--------------------------------------------------------------------
|MATTMAR MINERALS, INC                                               
|(A
 Development Stage Company)                                      
|STATEMENT OF STOCKHOLDERS EQUITY                                   
|For
 the Period from April 18, 2006 (Inception) to November 30, 2008
|(Unaudited)                                                         

|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  
|----------------------------------------- |  | ------------ | - | ---------------------------- | ------ | ---------------------------------------------------- | ---------------------------- | ------- |  | - | -------- | - | - | ------- | -
|                                          |  |              |   |                              |        | Deficit
 Accumulated
 During the
 Development
 Stage |                              |         | 
|                                          |  | Common Stock |   | Additional
 Paid-in
 Capital |        |                                                      | Total
 Stockholders
 Equity |        
|                                          |  |              |   |                              |        |                                                     
|                                          |  | Shares       |   |                              | Amount |                                                      |                              |         | 
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |  
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |         
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |         
|Balance at April 18, 2006
 (Inception)    |  |             |   | $                            |       |                                                      | $                            |        |  | $ |         |   | $ |        |  
|Common shares issued                      |  | 10,000,000   |   |                              | 10,000 |                                                      |                              |        |  |   |         |   |   | 10,000  |  
|Net loss                                  |  |             |   |                              |       |                                                      |                              |        |  |   | (5,539   | ) |   | (5,539  | )
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  
|Balance at May 31, 2006                   |  | 10,000,000   |   |                              | 10,000 |                                                      |                              |        |  |   | (5,539   | ) |   | 4,461   |  
|Common shares issued                      |  | 3,000,000    |   |                              | 3,000  |                                                      |                              | 27,000  |  |   |         |   |   | 30,000  |  
|Net loss                                  |  |             |   |                              |       |                                                      |                              |        |  |   | (16,165  | ) |   | (16,165 | )
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  
|Balance at May 31, 2007                   |  | 13,000,000   |   |                              | 13,000 |                                                      |                              | 27,000  |  |   | (21,704  | ) |   | 18,296  |  
|Common shares cancelled                   |  | (2,133,333   | ) |                              | (2,133 | )                                                    |                              | 2,133   |  |   |         |   |   |        |  
|Common shares issued                      |  | 2,466,666    |   |                              | 2,466  |                                                      |                              | 9,534   |  |   |         |   |   | 12,000  |  
|Contributed capital                       |  |             |   |                              |       |                                                      |                              | 72,000  |  |   |         |   |   | 72,000  |  
|Net loss                                  |  |             |   |                              |       |                                                      |                              |        |  |   | (67,871  | ) |   | (67,871 | )
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  
|Balance at May 31, 2008                   |  | 13,333,333   |   | $                            | 13,333 |                                                      | $                            | 110,667 |  | $ | (89,575  | ) | $ | 34,425  |  
|Net loss                                  |  |             |   |                              |       |                                                      |                              |        |  |   | (26,388  | ) |   | (26,388 | )
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  
|Balance at November 30,
 2008 (Unaudited) |  | 13,333,333   |   | $                            | 13,333 |                                                      | $                            | 110,667 |  | $ | (115,963 | ) | $ | 8,037   |  
|                                          |  |              |   |                              |        |                                                      |                              |         |  |   |          |   |   |         |  

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

5

---



|                              
|------------------------------
|MATTMAR
 MINERALS, INC        
|(A
 Development Stage Company)
|STATEMENTS OF CASH FLOWS      
|(Unaudited)                   

|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|---------------------------------------------------------------------------- |  | ---------------- | ------- | ------------------- | - | ------------------- | - | - | -------- | -
|                                                                             |  |                  |         |                     |   | For the period from |  
|                                                                             |  | Six Months Ended |         | April 18, 2006      |  
|                                                                             |  | November 30,     |         | (Date of Inception) |  
|                                                                             |  |                  |         |                     |   | to                  |  
|                                                                             |  | 2008             |         | 2007                |   | November 30, 2008   |  
|                                                                             |  |                  |         |                     |   |                     |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                         |  |                  |         |                     |   |                     |   |   |          |  
|Net loss                                                                     |  | $                | (26,388 | )                   | $ | (17,981             | ) | $ | (115,963 | )
|Adjustments to reconcile net loss to net cash used in operating
 activities: |  |                  |         |                     |   |                     |   |   |          |  
|Debt forgiveness                                                             |  |                  |        |                     |   |                    |   |   | (7,794   | )
|Changes in operating assets and liabilities                                  |  |                  |         |                     |   |                     |   |   |          |  
|Increase (decrease) in accrued expenses                                      |  |                  | (2,442  | )                   |   |                    |   |   | 14,074   |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|NET CASH USED IN OPERATING ACTIVITIES                                        |  |                  | (28,830 | )                   |   | (17,981             | ) |   | (109,683 | )
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |  |                  |         |                     |   |                     |   |   |          |  
|Proceeds from sale of common stock                                           |  |                  |        |                     |   |                    |   |   | 52,000   |  
|Contributed capital                                                          |  |                  |        |                     |   |                    |   |   | 72,000   |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                  |        |                     |   |                    |   |   | 124,000  |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                      |  |                  | (28,830 | )                   |   | (17,981             | ) |   | 14,317   |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             |  |                  | 43,147  |                     |   | 20,713              |   |   |         |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $                | 14,317  |                     | $ | 2,732               |   | $ | 14,317   |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION                            |  |                  |         |                     |   |                     |   |   |          |  
|Interest paid                                                                |  | $                |        |                     | $ |                    |   | $ |         |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  
|Income taxes paid                                                            |  | $                |        |                     | $ |                    |   | $ |         |  
|                                                                             |  |                  |         |                     |   |                     |   |   |          |  

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

6

---



|                              
|------------------------------
|MATTMAR
 MINERALS, INC        
|(A
 Development Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|November
 30, 2008            
|(Unaudited)                   

NOTE 1  DESCRIPTION OF
COMPANY:

The financial statements
included herein are unaudited; however, they contain all normal recurring
adjustments that, in the opinion of management, are necessary to present fairly
the Companys financial position as of November 30, 2008 and May 31, 2008, the
results of its operations for the three and six months ended November 30, 2008
and 2007 and cash flows for the six months ended November 30, 2008 and 2007. The
results of operations for the three and six months ended November 30, 2008 are
not necessarily indicative of the results to be expected for future quarters or
the full year.

The accompanying Financial
Statements of Mattmar Minerals, Inc. (the Company) should be read in
conjunction with the Companys Annual Report on Form 10-KSB for the year ended
May 31, 2008.

Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with such rules and regulations.

THE COMPANYS HISTORY

Mattmar Minerals, Inc. (we,
our, us, Mattmar or the Company) was incorporated in Nevada on April
18, 2006. We were an exploration stage company that owned certain mineral
rights in Canada. The rights were deemed to have limited value during the
fiscal year ended May 31, 2008. In May 2008, there was a change in control, as
detailed below, we ceased our exploration activities, and we became a
development stage company. Accordingly, our financial statements reflect our
results in accordance with the disclosure requirements for a development stage
company.

On September 19, 2008 (the Reincorporation
Date), we reincorporated in the state of Delaware by merger with and into
Mattmar Minerals, Inc. (Mattmar Delaware), a corporation we organized under
the laws of the state of Delaware (the Delaware Merger). On the
Reincorporation Date, in accordance with the applicable provisions of the
Nevada Revised Statutes and the Delaware General Corporate Laws, Mattmar was
merged with and into Mattmar Delaware which became the surviving corporation
and the officers, directors and shareholders of Mattmar became the officers,
directors and stockholders of Mattmar Delaware without any change to their
officership and/or directorship position(s), or beneficial ownership
percentage, as may be applicable.

On the Reincorporation Date,
we adopted the capital structure of Mattmar Delaware consisting of 100,000,000
shares of capital stock, of which 99,000,000 shares are common stock, with a
par value of $0.001 per share and 1,000,000 shares are preferred stock, with a
par value of $0.001 per share. All issued and outstanding shares of common
stock were automatically converted into the same number of shares of Mattmar
Delaware common stock.

THE COMPANY TODAY

The Company is currently a
development stage company reporting under the provisions of Statement of
Financial Accounting Standard (FASB) No. 7, Accounting and Reporting for
Development Stage Enterprises.

Since May 9, 2008, our
purpose has been to serve as a vehicle to acquire an operating business and we
are currently considered a shell company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other than
to engage in a merger or acquisition transaction with a yet-to-be identified
operating company or business. We have no employees and no material assets.

7

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GOING CONCERN

The accompanying financial
statements have been prepared for the Company as a going concern.

As shown in the accompanying
financial statements, the Company has accumulated losses of $115,963 for the
period from April 18, 2006 (inception) to November 30, 2008, has working
capital of $8,037 and has no sales. The future of the Company is dependent upon
its ability to find a merger partner, obtain financing and upon future
profitable operations. Management expects to incur additional losses in the
foreseeable future and recognizes the need to raise capital to remain viable. These
conditions raise substantial doubt about the Companys ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts of
and classification of liabilities that might be necessary in the event the
Company cannot continue in existence.

CHANGE OF OWNERSHIP
TRANSACTIONS

On May 9, 2008 (the Effective
Date), the Company entered into two Securities Purchase Agreements. The first
agreement (the Company Agreement) was with Moyo Partners, LLC (Moyo) and
Kirk M. Warshaw (Warshaw) as purchasers (each a Purchaser and collectively
the Purchasers). The second agreement (the Selling Stockholder Agreement)
was by and among the Company, Sean Mitchell and R&R Biotech Partners, LLC (R&R).
The two agreements are referred to collectively in this report as the Agreements.

The closing of the
transactions set forth in the Agreements was completed on May 12, 2008.
Pursuant to the Company Agreement, Moyo and Warshaw purchased an aggregate of
2,466,666 shares of our common stock, par value $0.001 per share (the Common
Stock) for aggregate gross proceeds to the Company of $12,000.

Pursuant to the Selling
Stockholder Agreement, Sean Mitchell, who immediately before the closing was
our sole director, our President, Chief Financial Officer, Secretary and
Treasurer and the owner of approximately 77% of our issued and outstanding
Common Stock, sold to R&R Biotech Partners, LLC, 7,866,667 shares of Common
Stock for a price of $138,000 and returned to the Company for cancellation his
remaining 2,133,333 shares of Common Stock.

Concurrently with the
Agreements, Sean Mitchell, former shareholder and sole officer of the Company,
forgave accounts payable due him in the amount of $7,794. Because Mr. Mitchell
was no longer a stockholder or officer of the Company at the time of the debt
forgiveness, the Company accounted for the debt forgiveness as a gain for the
year ended May 31, 2008.

Also pursuant to the terms
of the Agreements, on the Effective Date, Mr. Mitchell (i) elected Arnold P.
Kling as the sole director of the Company and (ii) resigned as sole director
and from all his positions with the Company. At the same time, Arnold P. Kling
was appointed as President and Secretary of the Company, and Kirk Warshaw was
appointed as Chief Financial Officer of the Company. In September 2008, Mr.
Warshaw replaced Mr. Kling as our Secretary.

Prior to the Closing of the
transactions contemplated by the Agreements, R&R, Moyo, nor Warshaw were
affiliated with the Company. However, one or more of them may now be deemed
affiliates of the Company as a result of stock ownership interests and director
or officer elections made pursuant to the Agreements.

As of November 30, 2008, we
had issued and outstanding 13,333,333 shares of common stock, $.001 par value
per share, and no shares of preferred stock. All issued and outstanding shares
of common stock are validly issued, fully paid and non-assessable.

NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

Mattmars accounting
policies are in accordance with accounting principles generally accepted in the
United States of America. Outlined below are those policies considered
particularly significant.

Use of Estimates - The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of

8

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assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Fair Value of Financial
Instruments - Pursuant to SFAS No. 107, Disclosures About Fair Value of
Financial Instruments, we are required to estimate the fair value of all
financial instruments included on our balance sheet as of December 31, 2007. We
consider the carrying value of accrued expenses in the financial statements to
approximate their fair value because of their short term nature.

Statements of Cash Flows -
For purposes of the statements of cash flows we consider all highly liquid
investments purchased with a remaining maturity of three months or less to be
cash equivalents.

Income Taxes - The asset and
liability method is used in accounting for income taxes. Under this method,
deferred tax assets and liabilities are recognized for operating loss and tax
credit carry forwards and for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is recorded to reduce
the carrying amounts of deferred tax assets unless it is more likely than not
that such assets will be realized.

Reclassifications - Certain
prior year amounts have been reclassified to conform with the current year
presentation.

Equity Based Compensation 
Mattmar adopted SFAS No. 123R, Share Based Payments. SFAS No. 123R requires
companies to expense the fair value of employee stock options and similar
awards and applies to all outstanding and vested stock-based awards.

Net loss per share- In
accordance with SFAS No. 128, Earnings Per Share, the weighted-average number
of common shares outstanding during each period is used to compute basic loss
per share. Diluted loss per share is computed using the weighted average number
of shares and dilutive potential common shares outstanding. Potentially
dilutive common shares consist of employee stock options, warrants, and
restricted stock, and are excluded from the diluted earnings per share
computation in periods where the Company has incurred a net loss.

New Accounting Pronouncements

In December 2007, the FASB
issued SFAS No. 160, Non-controlling Interests in Consolidated Financial
Statements--an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires
companies with non-controlling interests to disclose such interests clearly as
a portion of equity but separate from the parents equity. The non-controlling
interests portion of net income must also be clearly presented on the Income
Statement. SFAS 160 is effective for financial statements issued for fiscals
years beginning after December 15, 2008 and will be adopted by the Company in
the first quarter of fiscal year 2009. We do not expect that the adoption of
SFAS 160 will have a material impact on our financial condition or results of
operation.

In December 2007, the FASB
issued SFAS No. 141 (R), Business Combinations (revised 2007) (SFAS 141 (R)).
SFAS 141 (R) applies the acquisition method of accounting for business
combinations established in SFAS 141 to all acquisitions where the acquirer
gains a controlling interest, regardless of whether consideration was
exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair
value the assets and liabilities of the acquiree and record goodwill on bargain
purchases, with the main difference being the application to all acquisitions
where control is achieved. SFAS 141 (R) is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and will be adopted
by the Company in the first quarter of fiscal year 2009. We do not expect that
the adoption of SFAS 141(R) will have a material impact on our financial
condition or results of operation.

In March 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities, an amendment of SFAS No. 133. SFAS 161 applies to all derivative
instruments and non-derivative instruments that are designated and qualify as
hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related
hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures

9

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about how and why an entity
uses derivative instruments, how derivative instruments and related hedged
items are accounted for under SFAS 133 and its related interpretations, and how
derivative instruments and related hedged items affect an entitys financial
position, results of operations, and cash flows. SFAS 161 is effective as of
the beginning of an entitys first fiscal year that begins after November 15,
2008. We do not expect that the adoption of SFAS 161 will have a material
impact on our financial condition or results of operation.

In May 2008, the FASB issued
SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts - an
interpretation of FASB Statement No. 60. SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement also clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement to be used to account for premium revenue and claim
liabilities. Those clarifications will increase comparability in financial
reporting of financial guarantee insurance contracts by insurance enterprises.
This Statement requires expanded disclosures about financial guarantee
insurance contracts. The accounting and disclosure requirements of the
Statement will improve the quality of information provided to users of
financial statements. SFAS 163 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008. The Company does not
expect the adoption of SFAS 163 will have a material impact on its financial
condition or results of operation.

Management believes recently
issued accounting pronouncements will have no impact on the financial
statements of Mattmar.

NOTE 3  STOCKHOLDERS
EQUITY

On April 20, 2006, a total
of 10,000,000 shares of the Companys common stock were issued to the founding
and sole director of the Company pursuant to a stock subscription agreement at
$0.001 per share for total proceeds of $10,000.

Effective September 18,
2006, a total of 3,000,000 shares of the Companys common stock were issued to
22 shareholders pursuant to stock subscription agreements at $0.01 per share
for total proceeds of $30,000.

On the May 9, 2008, we
entered into two Securities Purchase Agreements. The closing of the transactions
set forth in the Agreements was completed on May 12, 2008. Pursuant to the
Company Agreement, Moyo and Warshaw purchased an aggregate of 2,466,666 shares
of our Common Stock for aggregate gross proceeds to the Company of $12,000.

Pursuant to the Selling
Stockholder Agreement, Sean Mitchell, who immediately before the closing was
our sole director, our President, Chief Financial Officer, Secretary and
Treasurer and the owner of approximately 77% of our issued and outstanding
Common Stock, sold to R&R 7,866,667 shares of Common Stock for a price of
$138,000 and returned to the Company for cancellation his remaining 2,133,333
shares of Common Stock.

During the year ended May
31, 2008, R&R also contributed $72,000 to the Company as Additional Paid in
Capital.

As of November 30, 2008, as
a result of the Delaware Merger, our authorized capital stock consists of
100,000,000 shares of which 99,000,000 shares are common stock, $.001 par value
per share and 1,000,000 shares are preferred stock, $.001 par value per share. 13,333,333
shares of common stock were issued and outstanding, all of which are validly
issued, fully paid and non-assessable.

NOTE 4  INCOME TAXES

The Company accounts for
income taxes using the liability method, under which deferred tax liabilities
and assets are determined based on the difference between the financial
statement carrying amounts and the tax basis of assets and liabilities using enacted
tax rates in effect in the years in which the differences are expected to
reverse.

As of November 30, 2008, the
Company had net operating loss carry-forwards of approximately $116,000 which
expire in varying amounts between 2026 and 2028. Realization of this potential
future tax benefit is dependent on generating sufficient taxable income prior
to expiration of the loss carry-forward. The deferred tax asset related to this
potential

10

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future tax benefit has been
offset by a valuation allowance in the same amount. The amount of the deferred
tax asset ultimately realizable could be increased in the near term if
estimates of future taxable income during the carry-forward period are revised.

NOTE 5  COMMITMENTS AND
CONTINGENCIES

Currently, Mattmar operates
from the offices of its Chief Financial Officer on a rent-free basis. No
amounts have been recorded for the use of such office space used since such
rent expense is deemed to be insignificant.

11

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ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

USE OF
FORWARD-LOOKING STATEMENTS

Some of the
statements in this Form 10-Q, including some statements in Managements
Discussion and Analysis and Results of Operations are forward-looking
statements about what may happen in the future. They include statements
regarding our current beliefs, goals, and expectations about matters such as
our expected financial position and operating results, our business strategy,
and our financing plans. These statements can sometimes be identified by our
use of forward-looking words such as anticipate, estimate, expect,
intend, may, will, and similar expressions. We cannot guarantee that our
forward-looking statements will turn out to be correct or that our beliefs and
goals will not change. Our actual results could be very different from and
worse than our expectations for various reasons. You are urged to carefully
consider these factors, as well as other information contained in this Form
10-Q and in our other periodic reports and documents filed with the United
States Securities and Exchange Commission (SEC).

In our Form
10-KSB filed with the SEC for the year ended May 31, 2008 and in the footnotes
to the unaudited financial statements, included elsewhere in this report, we
have identified critical accounting policies and estimates for our business.

GENERAL

We are a
development stage corporation incorporated in Nevada on April 18, 2006. We were
an exploration stage company that owned certain mineral rights in Canada. The
rights were deemed to have limited value during the fiscal year ended May 31,
2008. In May 2008, there was a change in control, as detailed below, we ceased
our exploration activities, and we became a development stage company.

Since May 9,
2008 (the Effective Date), our purpose has been to serve as a vehicle to
acquire an operating business and we are currently considered a shell company
inasmuch as we are not generating revenues, do not own an operating business,
and have no specific plan other than to engage in a merger or acquisition
transaction with a yet-to-be identified operating company or business. We have
no employees and no material assets.

On the
Effective Date, we entered into two Securities Purchase Agreements. The first
agreement (the Company Agreement) was with Moyo Partners, LLC (Moyo) and
Kirk M. Warshaw (Warshaw) as purchasers (each a Purchaser and collectively
the Purchasers). The second agreement (the Selling Stockholder Agreement)
was by and among Mattmar, Sean Mitchell and R&R Biotech Partners, LLC
(R&R). The two agreements are referred to collectively in this report as
the Agreements.

The closing of
the transactions set forth in the Agreements was completed on May 12, 2008.
Pursuant to the Company Agreement, Moyo and Warshaw purchased an aggregate of
2,466,666 shares of our common stock, par value $0.001 per share (the Common
Stock) for aggregate gross proceeds to us of $12,000.

Pursuant to
the Selling Stockholder Agreement, Sean Mitchell, who immediately before the
closing was our sole director, our President, Chief Financial Officer,
Secretary and Treasurer and the owner of approximately 77% of our issued and
outstanding Common Stock, sold to R&R Biotech Partners, LLC, 7,866,667
shares of Common Stock for a price of $138,000 and returned to us for
cancellation his remaining 2,133,333 shares of Common Stock.

Also pursuant
to the terms of the Agreements, on the Effective Date, Mr. Mitchell (i) elected
Arnold P. Kling as the sole director of Mattmar and (ii) resigned as sole
director and from all his positions with Mattmar. At the same time, Arnold P.
Kling was appointed as President and Secretary, and Kirk Warshaw was appointed
as Chief Financial Officer, of Mattmar. In September 2008, Mr. Warshaw replaced
Mr. Kling as our Secretary.

On September
19, 2008 (the Reincorporation Date), we reincorporated in the state of
Delaware by merger with and into Mattmar Minerals, Inc. (Mattmar Delaware), a
corporation we organized under the laws of the state of Delaware (the

12

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Delaware
Merger). On the Reincorporation Date, in accordance with the applicable
provisions of the Nevada Revised Statutes and the Delaware General Corporate
Laws, we merged with and into Mattmar Delaware which became the surviving
corporation and our officers, directors and shareholders became the officers,
directors and stockholders of Mattmar Delaware without any change to their
officership and/or directorship position(s), or beneficial ownership
percentage, as may be applicable.

PLAN OF
OPERATION

Our plan is to
seek, investigate, and consummate a merger or other business combination,
purchase of assets or other strategic transaction (i.e. a merger) with a
corporation, partnership, limited liability company or other operating business
entity (a Merger Target) desiring the perceived advantages of becoming a
publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

A common
reason for a Merger Target to enter into a merger with us is the desire to
establish a public trading market for its shares. Such a company would hope to
avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply
with the various Federal and state securities law that regulate initial public
offerings.

As a result of
our limited resources, we expect to have sufficient proceeds to effect only a
single business combination. Accordingly, the prospects for our success will be
entirely dependent upon the future performance of a single business. Unlike
certain entities that have the resources to consummate several business
combinations or entities operating in multiple industries or multiple segments
of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.

We are not
currently engaged in any business activities that provide cash flow. The costs
of investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury.

During the
next twelve months we anticipate incurring costs related to:

| |      |                                                                                    
| | ---- | -----------------------------------------------------------------------------------
| | (i)  | filing of
 Exchange Act reports, and                                               
| |      |                                                                                    
| | (ii) | costs
 relating to identifying and consummating a transaction with a Merger Target.

We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.

We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.

Our officers
and directors are only required to devote a small portion of their time (less
than 10%) to our affairs on a part-time or as-needed basis. No regular
compensation has, in the past, nor is anticipated in the future, to be paid to
any officer or director in their capacities as such. We do not anticipate
hiring any full-time employees as long as we are seeking and evaluating
business opportunities.

We expect our
present management to play no managerial role in our company following a
business combination. Although we intend to scrutinize closely the management
of a prospective target business in connection with our

13

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evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.

Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with an operating
business. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business. The analysis of new business opportunities will be undertaken
by or under the supervision of our officers and directors.

EQUIPMENT AND
EMPLOYEES

As of November
30, 2008, we had no operating business, no equipment, and no employees. We do
not intend to develop our own operating business but instead plan to merge with
an operating company.

OPERATIONAL
RESULTS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2008 and 2007

For the three
months ended November 30, 2008, we incurred $15,242 of operating expenses and
for the three months ended November 30, 2007, our operating expenses were
$10,371. During both periods the expenses resulted primarily from
accounting/auditing, legal and SEC report filing expenses. The increase in 2008
expenses was the result of the reincorporation of the Company into a Delaware
corporation.

OPERATIONAL
RESULTS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2008 and 2007

For the six
months ended November 30, 2008, we incurred $26,388 of operating expenses and
for the six months ended November 30, 2007, our operating expenses were
$17,981. During both periods the expenses resulted primarily from
accounting/auditing, legal and SEC report filing expenses. The increase in 2008
expenses was the result of the reincorporation of the Company into a Delaware
corporation.

Liquidity and Capital Resources

At November
30, 2008, we did not have any revenues from operations. Absent a merger or
other combination with an operating company, we do not expect to have any
revenues from operations. No assurance can be given that such a merger or other
combination will occur or that we can engage in any public or private sales of
our equity or debt securities to raise working capital. We are dependent upon
future loans or capital contributions from our present stockholders and/or
management and there can be no assurances that our present stockholders or
management will make any loans or capital contributions to us. As of November
30, 2008, we had cash on hand of $14,317 and working capital of $8,037.

Since May 9,
2008, we had not incurred any material costs or expenses other than those
associated with our minimal operations necessary to meet regulatory
requirements.

Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of our filings with the U.S. Securities and
Exchange Commission and other regulatory requirements. In the event that we
engage in any merger or other combination with an operating company, we will
have additional material professional commitments.

Off-Balance Sheet Arrangements

As of November
30, 2008, we have no off-balance sheet arrangements such as guarantees,
retained or contingent interest in assets transferred, obligation under a
derivative instrument and obligation arising out of or a variable interest in
an unconsolidated entity.

14

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ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

A smaller
reporting company is not required to provide the information required by this
Item.

ITEM 4T. CONTROLS AND
PROCEDURES.

Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our president and our chief financial
officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
(the Exchange Act) Rules 13a-15(e) and 15-d-15(e)) as of the end of the
period covered by this report (the Evaluation Date). Based upon that
evaluation, our president and our chief financial officer concluded that, as of
the Evaluation Date, our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SECs rules and forms and
(ii) is accumulated and communicated to our management, including our president
and our chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

Changes in Internal Control over Financial Reporting.
There were no changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

PART II. - OTHER INFORMATION

ITEM 6. EXHIBITS

|            |  |                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                          
|            |  |                                                                                                      
|            |  |                                                                                                      
|31.1        |  | Certification
 of the President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           
|            |  |                                                                                                      
|31.2        |  | Certification
 of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
 of 2002.
|            |  |                                                                                                      
|32.1        |  | Certification
 of the President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.           
|            |  |                                                                                                      
|32.2        |  | Certification
 of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002.

15

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SIGNATURES

In
accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                        |                                              
|----------------------- | ---------------------------------------------
|                        | Mattmar
 Minerals, Inc.                      
|                        |                                              
|Dated:
 January 8, 2009 | /s/ Arnold
 P. Kling                         
|                        |                                              
|                        | Arnold P.
 Kling, President                  
|                        | (Principal
 Executive Officer)               
|                        |                                              
|Dated:
 January 8, 2009 | /s/ Kirk M.
 Warshaw                         
|                        |                                              
|                        | Kirk M.
 Warshaw, Chief Financial Officer    
|                        | (Principal
 Financial and Accounting Officer)

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