UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

|[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
|---------------------------------------------------------------------------------------
|for the quarterly period ended: February 28, 2009                                      
|                                                                                       
|[  ] TRANSITION 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 AvenueChatham, 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
      oNon-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 March 26, 2009.



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MATTMAR MINERALS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

|                                                                              |  | Page
|----------------------------------------------------------------------------- |  | ----
|ITEM 1. Financial Statements                                                  |  |     
|                                                                              |  |     
|Balance Sheets as of February 28, 2009 (unaudited) and May 31, 2008 (audited) |  | 3   
|                                                                              |  |     
|Statements of Operations for the Three and Nine Months Ended                  |  |     
|February 28, 2009 and February 28, 2008 and from Inception (April 18, 2006)   |  |     
|to February 28, 2009 (unaudited)                                              |  | 4   
|                                                                              |  |     
|Statement of Stockholders' Equity for the period from                         |  |     
|from Inception (April 18, 2006) to February 28, 2009 (unaudited)              |  | 5   
|                                                                              |  |     
|Statements of Cash Flows for the Nine Months Ended                            |  |     
|February 28, 2009 and February 28, 2008 and from Inception (April 18, 2006)   |  |     
|to February 28, 2009 (unaudited)                                              |  | 6   
|                                                                              |  |     
|Notes to Financial Statements (unaudited)                                     |  | 7   
|                                                                              |  |     
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION           |  |     
|AND RESULTS OF OPERATIONS                                                     |  | 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.



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PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

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

|ASSETS                                                          | February 28, |        | May 31, |          
|--------------------------------------------------------------- | ------------ | ------ | ------- | ---------
|                                                                | 2009         |        | 2008    |          
|CURRENT ASSETS                                                  | (Unaudited)  |        |         | (Audited)
|Cash and cash equivalents                                       | $            | 8,632  |         | $        
|                                                               
|Total current assets                                            |              | 8,632  |         |          
|                                                               
|TOTAL ASSETS                                                    | $            | 8,632  |         | $        
|                                                               
|LIABILITIES AND STOCKHOLDERS' EQUITY                            |              |        |         |          
|                                                               
|CURRENT LIABILITIES                                             |              |        |         |          
|Accounts payable and accrued expenses                           | $            | 6,225  |         | $        
|Total current liabilities                                       |              | 6,225  |         |          
|                                                               
|TOTAL LIABILITIES                                               |              | 6,225  |         |          
|                                                               
|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 |         |          
|Additional paid-in capital                                      | 110,667      |        |         | 110,667  
|Deficit accumulated during development stage                    | (121,593     | )      |         | (89,575  
|                                                               
|TOTAL STOCKHOLDERS' EQUITY                                      |              | 2,407  |         |          
|                                                               
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      | $            | 8,632  |         | $        

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







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

|                                            |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  | Inception        
|------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | ---------- | ------ | ---------------- |  | ---------- | ------- | - |  | ---------- | ------- | - |  | -----------------
|                                            |  | Three Months Ended |            |   | Nine Months Ended |            |        | (April 18, 2006)
|                                            |  | February 28,       |            |   | February 28,      |            |        | To              
|                                            |  |                    | 2009       |   |                   |            | 2008   |                  |  |            | 2009    |   |  |            | 2008    |   |  | February 28, 2009
|Expenses                                    |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  |                  
|Professional fees                           |  | $                  | 5,130      |   |                   | $          | 2,500  |                  |  | $          | 30,343  |   |  | $          | 7,150   |   |  | $                
|Regulatory and filing fees                  |  |                    | 500        |   |                   |            | 230    |                  |  |            | 1,650   |   |  |            | 1,170   |   |  |                  
|Other expenses                              |  |                    | -          |   |                   |            | -      |                  |  |            | 25      |   |  |            | 12,391  |   |  |                  
|Total operating expenses                    |  |                    | 5,630      |   |                   |            | 2,730  |                  |  |            | 32,018  |   |  |            | 20,711  |   |  |                  
|                                            |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  |                  
|Other income (expense)                      |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  |                  
|Debt forgiveness                            |  |                    | -          |   |                   |            | -      |                  |  |            | -       |   |  |            | -       |   |  |                  
|Total other income (expense)                |  |                    | -          |   |                   |            | -      |                  |  |            | -       |   |  |            | -       |   |  |                  
|Net loss                                    |  |                    | (5,630     | ) |                   |            | (2,730 | )                |  |            | (32,018 | ) |  |            | (20,711 | ) |  | $                
|                                            |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  |                  
|                                            |  |                    |            |   |                   |            |        |                  |  |            |         |   |  |            |         |   |  |                  
|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.











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MATTMARMINERALS,INC(ADevelopmentStageCompany)STATEMENTOFSTOCKHOLDERS'EQUITYInception(April 18, 2006) toFebruary28, 2009(Unaudited)

|                                      |  |                     |  |                  |   |         |            |             |   |               |   |       |            |         |        | Deficit     |          |   |  |  
|------------------------------------- |  | ------------------- |  | ---------------- | - | ------- | ---------- | ----------- | - | ------------- | - | ----- | ---------- | ------- | ------ | ----------- | -------- | - |  | -
|                                      |  |                     |  |                  |   |         |            |             |   |               |   |       |            |         |        | Accumulated |          |   |  |  
|                                      |  |                     |  |                  |   |         |            |             |   |               |   |       | Additional |         | During |             | Total   
|                                      |  | Preferred
    Stock |  | Common
    Stock |   | Paid-in |            | Development |   | Stockholders
|                                      |  | Shares              |  | Amount           |   | Shares  |            | Amount      |   | Capital       |   | Stage |            | Equity 
|                                      |  |                    
|Balance at April 18, 2006 (Inception) |  | -                   |  | $                | - |         | -          |             | $ | -             |   |       | $          | -       |        | $           | -        |   |  | $
|                                     
|Common shares issued                  |  | -                   |  |                  | - |         | 10,000,000 |             |   | 10,000        |   |       |            | -       |        |             | -        |   |  |  
|                                     
|Net loss                              |  | -                   |  |                  | - |         | -          |             |   | -             |   |       |            | -       |        |             | (5,539   | ) |  |  
|                                     
|Balance at May 31, 2006               |  | -                   |  |                  | - |         | 10,000,000 |             |   | 10,000        |   |       |            | -       |        |             | (5,539   | ) |  |  
|                                     
|Common shares issued                  |  | -                   |  |                  | - |         | 3,000,000  |             |   | 3,000         |   |       |            | 27,000  |        |             | -        |   |  |  
|                                     
|Net loss                              |  | -                   |  |                  | - |         | -          |             |   | -             |   |       |            | -       |        |             | (16,165  | ) |  |  
|                                     
|Balance at May 31, 2007               |  | -                   |  |                  | - |         | 13,000,000 |             |   | 13,000        |   |       |            | 27,000  |        |             | (21,704  | ) |  |  
|                                     
|Common shares cancelled               |  | -                   |  |                  | - |         | (2,133,333 | )           |   | (2,133        | ) |       |            | 2,133   |        |             | -        |   |  |  
|                                     
|Common shares issued                  |  | -                   |  |                  | - |         | 2,466,666  |             |   | 2,466         |   |       |            | 9,534   |        |             | -        |   |  |  
|                                     
|Contributed capital                   |  | -                   |  |                  | - |         | -          |             |   | -             |   |       |            | 72,000  |        |             | -        |   |  |  
|                                     
|Net Loss                              |  | -                   |  |                  | - |         | -          |             |   | -             |   |       |            | -       |        |             | (67,871  | ) |  |  
|                                     
|Balance at May 31, 2008               |  | -                   |  |                  | - |         | 13,333,333 |             | $ | 13,333        |   |       | $          | 110,667 |        | $           | (89,575  | ) |  | $
|                                     
|Net Loss                              |  | -                   |  |                  | - |         | -          |             |   | -             |   |       |            | -       |        |             | (32,018  | ) |  |  
|                                     
|Balance at February 28, 2009          |  | -                   |  | $                | - |         | 13,333,333 |             | $ | 13,333        |   |       | $          | 110,667 |        | $           | (121,593 | ) |  | $

Theaccompanyingnotes are anintegralpart of thesefinancialstatements.



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

|                                                      |  | Nine Months Ended |         | Inception       
|----------------------------------------------------- |  | ----------------- | ------- | ----------------
|                                                      |  | February 28,      |         | (April 18, 2006)
|                                                      |  |                   |         |                 
|                                                      |  | 2009              |         | 2008            
|                                                      |  |                   |         |                 
|CASH FLOWS FROM OPERATING ACTIVITIES                  |  |                   |         |                 
|Net loss                                              |  | $                 | (32,018 | )               
|Adjustments to reconcile net loss to net cash used in |  |                   |         |                 
|operating
        activities:                         |  |                   |         |                 
|Debt forgiveness                                      |  |                   | -       |                 
|Changes in operating assets and liabilities           |  |                   |         |                 
|Increase (decrease) in accrued expenses               |  |                   | (2,497  | )               
|NET CASH USED IN OPERATING ACTIVITIES                 |  |                   | (34,515 | )               
|                                                      |  |                   |         |                 
|                                                      |  |                   |         |                 
|CASH FLOWS FROM FINANCING ACTIVITIES                  |  |                   |         |                 
|Proceeds from sale of common stock                    |  |                   | -       |                 
|Contributed capital                                   |  |                   | -       |                 
|NET CASH PROVIDED BY FINANCING ACTIVITIES             |  |                   | -       |                 
|                                                      |  |                   |         |                 
|NET CHANGE IN CASH AND CASH EQUIVALENTS               |  |                   | (34,515 | )               
|                                                      |  |                   |         |                 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF             |  |                   |         |                 
|PERIOD                                                |  |                   | 43,147  |                 
|CASH AND CASH EQUIVALENTS AT END OF PERIOD            |  | $                 | 8,632   |                 
|                                                      |  |                   |         |                 
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS                 |  |                   |         |                 
|INFORMATION                                           |  |                   |         |                 
|Interest paid                                         |  | $                 | -       |                 
|Income taxes paid                                     |  | $                 | -       |                 

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









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MATTMAR MINERALS, INC(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSFebruary 28, 2009(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
February 28, 2009, the results of its operations for the three and nine months ended February 28, 2009 and 2008 and cash flows for the nine months ended February 28, 2009 and 2008. The results of operations for the three and nine months ended
February 28, 2009 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.

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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 $121,593 and has no sales from inception (April 18, 2006) to February 28, 2009, and has working capital of $2,407 at February
28, 2009. 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 February 28, 2009, 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.

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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 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

Net loss per share is calculated 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.

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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
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 February 28, 2009, 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.

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As of February 28, 2009, the Company had net operating loss carry-forwards of approximately $122,000 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 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

On January 29, 2009, the Company entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for the use and occupancy, and administrative services, related to its principal offices. The agreement provides for
quarterly payments from the Company to the LLC of $500. The effective date of the agreement is January 1, 2009.

























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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 company 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

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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

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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 February 28, 2009, 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 FEBRUARY 28, 2009 and 2008

For the three months ended February 28, 2009, we incurred $5,630 of operating expenses and for the three months ended February 28, 2008, our operating expenses were $2,730.  During both periods the expenses resulted
primarily from accounting/auditing, legal and SEC report filing expenses. The increase in 2009 expenses was the result of higher legal expenses associated with our SEC filings.

OPERATIONAL RESULTS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2009 and 2008

For the nine months ended February 28, 2009, we incurred $32,018 of operating expenses and for the nine months ended February 28, 2008, our operating expenses were $20,711.  During both periods the expenses resulted
primarily from accounting/auditing, legal and SEC report filing expenses. The increase in 2009 expenses was the result of higher legal expenses associated with the filing of our SEC reports.

Liquidity and Capital Resources

At February 28, 2009, 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 February 28, 2009, we had cash on hand of $8,632 and working capital of $2,407.

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 February 28, 2009, 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company we are 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                                                                                        
|----------- | ---------------------------------------------------------------------------------------------------
|            |                                                                                                    
|10.1        | Occupancy Agreement between Mattmar Minerals, Inc. and Kirk M. Warshaw, LLC                        
|           
|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.
|           







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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: March 27, 2009 |  | /s/ Arnold P. Kling                         
|                      |  | --------------------------------------------
|                      |  | Arnold P. Kling, President                  
|                      |  | (Principal Executive Officer)               
|                     
|Dated: March 27, 2009 |  | /s/ Kirk M. Warshaw                         
|                      |  | --------------------------------------------
|                      |  | Kirk M. Warshaw, Chief Financial Officer    
|                      |  | (Principal Financial and Accounting Officer)





























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