|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, 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: August 31, 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
 incorporation or organization) |  | (IRS Employer
 Identification No.)

15 Linden Drive
Madison, NJ 07940
(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 has submitted electronically and posted on
 its corporate Web site, if any, every Interactive Data File required to be
 submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
 chapter) during the preceding 12 months (or for such shorter period that the
 registrant was required to submit and post such files).
|                                                                                                                                                                                                                                                                                                                                                                                            | Yes o 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 1,333,334 shares of
 the issuers common stock, par value $0.001 per share, outstanding as of
 October 8, 2009.

---



MATTMAR MINERALS, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

|                                                                                              |                                                                              |    |     
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -- | ----
|                                                                                              |                                                                              |    | Page
|ITEM 1.
 Financial Statements                                                                 |                                                                             
|                                                                                              |                                                                              |    |     
|                                                                                              | Balance
 Sheets as of August 31, 2009 (unaudited) and May 31, 2009 (audited) |    | 3   
|                                                                                              |                                                                              |    |     
|                                                                                              | Statements
 of Operations for the Three Months Ended                         |    |     
|                                                                                              | August 31,
 2009 and August 31, 2008 and from Inception                      |    |     
|                                                                                              | (April 18,
 2006) to August 31, 2009 (unaudited)                             |    | 4   
|                                                                                              |                                                                              |    |     
|                                                                                              | Statement
 of Stockholders Equity (Deficit) for the period from Inception   |    |     
|                                                                                              | (April 18,
 2006) to August 31, 2009 (unaudited)                             |    | 5   
|                                                                                              |                                                                              |    |     
|                                                                                              | Statements
 of Cash Flows for the Three Months Ended                         |    |     
|                                                                                              | August 31,
 2009 and August 31, 2008 and for the period from                 |    |     
|                                                                                              | Inception
 (April 18, 2006) to August 31, 2009 (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

---



PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

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

|                                                                                                                    |  |                   |          |                |   |          |  
|------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | -------------- | - | -------- | -
|ASSETS                                                                                                              |  | August
 31,
 2009 |          | May
 31,
 2009 |  
|                                                                                                                    |  | (Unaudited)       |          | (Audited)      |  
|Current Assets                                                                                                      |  |                   |          |                |   |          |  
|Cash and cash equivalents                                                                                           |  | $                 | 2,709    |                | $ | 9,351    |  
|Prepaid expense                                                                                                     |  |                   | 167      |                |   | 167      |  
|                                                                                                                    |  |                   |          |                |   |          |  
|Total current assets                                                                                                |  |                   | 2,876    |                |   | 9,518    |  
|                                                                                                                    |  |                   |          |                |   |          |  
|TOTAL ASSETS                                                                                                        |  | $                 | 2,876    |                | $ | 9,518    |  
|                                                                                                                    |  |                   |          |                |   |          |  
|LIABILITIES AND
 STOCKHOLDERS EQUITY (DEFICIT)                                                                     |  |                   |          |                |   |          |  
|                                                                                                                    |  |                   |          |                |   |          |  
|CURRENT LIABILITIES                                                                                                 |  |                   |          |                |   |          |  
|Accounts payable and accrued expenses                                                                               |  | $                 | 5,404    |                | $ | 7,654    |  
|Total current liabilities                                                                                           |  |                   | 5,404    |                |   | 7,654    |  
|                                                                                                                    |  |                   |          |                |   |          |  
|TOTAL LIABILITIES                                                                                                   |  |                   | 5,404    |                |   | 7,654    |  
|                                                                                                                    |  |                   |          |                |   |          |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                      |  |                   |          |                |   |          |  
|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, 1,333,334 shares issued and outstanding, respectively |  |                   | 1,334    |                |   | 1,334    |  
|Additional paid-in capital                                                                                          |  |                   | 137,666  |                |   | 130,666  |  
|Deficit accumulated during development stage                                                                        |  |                   | (141,528 | )              |   | (130,136 | )
|                                                                                                                    |  |                   |          |                |   |          |  
|TOTAL STOCKHOLDERS EQUITY (DEFICIT)                                                                                |  |                   | (2,528   | )              |   | 1,864    |  
|                                                                                                                    |  |                   |          |                |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                |  | $                 | 2,876    |                | $ | 9,518    |  

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

3

---



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

|                                             |  |                     |           |                   |                                                  |           |   |  |   |          |  
|-------------------------------------------- |  | ------------------- | --------- | ----------------- | ------------------------------------------------ | --------- | - |  | - | -------- | -
|                                             |  |                     |           |                   | Inception
 (April 18, 2006)
 to
 August 31, 2009 |          
|                                             |  | Three
 Months Ended |           |                   |                                                 
|                                             |  | August
 31,
 2009   |           | August
 31,
 2008 |                                                  |           |  
|Expenses                                     |  |                     |           |                   |                                                  |           |   |  |   |          |  
|Professional fees                            |  | $                   | 10,068    |                   | $                                                | 10,470    |   |  | $ | 120,494  |  
|Regulatory and filing fees                   |  |                     | 750       |                   |                                                  | 650       |   |  |   | 9,894    |  
|Other expenses                               |  |                     | 574       |                   |                                                  | 25        |   |  |   | 18,934   |  
|Total operating expenses                     |  |                     | 11,392    |                   |                                                  | 11,145    |   |  |   | 149,322  |  
|                                             |  |                     |           |                   |                                                  |           |   |  |   |          |  
|Other income                                 |  |                     |           |                   |                                                  |           |   |  |   |          |  
|Debt forgiveness                             |  |                     | -         |                   |                                                  | -         |   |  |   | 7,794    |  
|Total other income
 (expense)                |  |                     | -         |                   |                                                  | -         |   |  |   | 7,794    |  
|Net loss                                     |  | $                   | (11,392   | )                 | $                                                | (11,145   | ) |  | $ | (141,528 | )
|                                             |  |                     |           |                   |                                                  |           |   |  |   |          |  
|Net loss per share  basic                   |  | $                   | (0.01     | )                 | $                                                | (0.01     | ) |  |   |          |  
|Weighted average shares
 outstanding - basic |  |                     | 1,333,334 |                   |                                                  | 1,333,334 |   |  |   |          |  

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

4

---



MATTMAR MINERALS,
INC(A Development Stage Company)STATEMENT OF STOCKHOLDERS EQUITY
Inception (April 18, 2006) through August 31, 2009
(Unaudited)

|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|-------------------------------------- |  | ---------------- | - | ------------- | - | ------ |  | ------ | --------- | ---------------------------- | - | ---------------------------------------------------- | ---------------------------- | - | ------- |  | - | -------- | - | - | ------- | -
|                                       |  |                  |   |               |   |        |  |        |           |                              |   | Deficit
 Accumulated
 During the
 Development
 Stage |                              |   |        
|                                       |  |                  |   |               |   |        |  |        |           | Additional
 Paid-in
 Capital |   |                                                      | Total
 Stockholders
 Equity |  
|                                       |  | Preferred
 Stock |   | Common
 Stock |   |        |  |       
|                                       |  |                  |   |               |   |        | 
|                                       |  | Shares           |   | Amount        |   | Shares |  | Amount |           |                              |   |                                                     
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at April 18, 2006 (Inception)  |  |                  | - |               | $ | -      |  |        | -         |                              | $ | -                                                    |                              | $ | -       |  | $ | -        |   | $ | -       |  
|Common shares issued                   |  |                  | - |               |   | -      |  |        | 1,000,000 |                              |   | 1,000                                                |                              |   | 9,000   |  |   | -        |   |   | 10,000  |  
|Net loss                               |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | -       |  |   | (5,539   | ) |   | (5,539  | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at May 31, 2006 (Audited)      |  |                  | - |               |   | -      |  |        | 1,000,000 |                              |   | 1,000                                                |                              |   | 9,000   |  |   | (5,539   | ) |   | 4,461   |  
|Common shares issued                   |  |                  | - |               |   | -      |  |        | 300,000   |                              |   | 300                                                  |                              |   | 29,700  |  |   | -        |   |   | 30,000  |  
|Net loss                               |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | -       |  |   | (16,165  | ) |   | (16,165 | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at May 31, 2007 (Audited)      |  |                  | - |               |   | -      |  |        | 1,300,000 |                              |   | 1,300                                                |                              |   | 38,700  |  |   | (21,704  | ) |   | 18,296  |  
|Common shares cancelled                |  |                  | - |               |   | -      |  |        | (213,333  | )                            |   | (213                                                 | )                            |   | 213     |  |   | -        |   |   | -       |  
|Common shares issued                   |  |                  | - |               |   | -      |  |        | 246,667   |                              |   | 247                                                  |                              |   | 11,753  |  |   | -        |   |   | 12,000  |  
|Contributed capital                    |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | 72,000  |  |   | -        |   |   | 72,000  |  
|Net Loss                               |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | -       |  |   | (67,871  | ) |   | (67,871 | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at May 31, 2008 (Audited)      |  |                  | - |               |   | -      |  |        | 1,333,334 |                              |   | 1,334                                                |                              |   | 122,666 |  |   | (89,575  | ) |   | 34,425  |  
|Contributed capital                    |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | 8,000   |  |   | -        |   |   | 8,000   |  
|Net loss                               |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | -       |  |   | (40,561  | ) |   | (40,561 | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at May 31, 2009 (Audited)      |  |                  | - |               |   | -      |  |        | 1,333,334 |                              |   | 1,334                                                |                              |   | 130,666 |  |   | (130,136 | ) |   | 1,864   |  
|Contributed capital                    |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | 7,000   |  |   | -        |   |   | 7,000   |  
|Net loss                               |  |                  | - |               |   | -      |  |        | -         |                              |   | -                                                    |                              |   | -       |  |   | (11,392  | ) |   | (11,392 | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  
|Balance at August 31, 2009 (Unaudited) |  |                  | - |               | $ | -      |  |        | 1,333,334 |                              | $ | 1,334                                                |                              | $ | 137,666 |  | $ | (141,528 | ) | $ | (2,528  | )
|                                       |  |                  |   |               |   |        |  |        |           |                              |   |                                                      |                              |   |         |  |   |          |   |   |         |  

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

5

---



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

|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|---------------------------------------------------------------------------- |  | ------------------- | ------- | ---- | ----------------- | ------- | ---------------- |  | - | -------- | -
|                                                                             |  |                     |         |      |                   |         | Inception        | 
|                                                                             |  | Three
 Months Ended |         |      | (April
 18, 2006) |        
|                                                                             |  | August
 31,         |         |      | to                |        
|                                                                             |  | 2009                |         | 2008 |                   |         | August
 31, 2009 | 
|                                                                             |  |                     |         |      |                   |         |                  | 
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|CASH FLOWS FROM OPERATING
 ACTIVITIES                                        |  |                     |         |      |                   |         |                  |  |   |          |  
|Net loss                                                                     |  | $                   | (11,392 | )    | $                 | (11,145 | )                |  | $ | (141,528 | )
|Adjustments to reconcile net loss to net cash used in operating
 activities: |  |                     |         |      |                   |         |                  |  |   |          |  
|Debt forgiveness                                                             |  |                     | -       |      |                   | -       |                  |  |   | (7,794   | )
|Changes in operating assets and liabilities                                  |  |                     |         |      |                   |         |                  |  |   |          |  
|Increase in prepaids                                                         |  |                     | -       |      |                   | -       |                  |  |   | (167     | )
|Increase (decrease) in accrued expenses                                      |  |                     | (2,250  | )    |                   | (942    | )                |  |   | 13,198   |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|NET CASH USED IN OPERATING ACTIVITIES                                        |  |                     | (13,642 | )    |                   | (12,087 | )                |  |   | (136,291 | )
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |  |                     |         |      |                   |         |                  |  |   |          |  
|Proceeds from sale of common stock                                           |  |                     | -       |      |                   | -       |                  |  |   | 52,000   |  
|Contributed capital                                                          |  |                     | 7,000   |      |                   | -       |                  |  |   | 87,000   |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                     | 7,000   |      |                   | -       |                  |  |   | 139,000  |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                      |  |                     | (6,642  | )    |                   | (12,087 | )                |  |   | 2,709    |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             |  |                     | 9,351   |      |                   | 43,147  |                  |  |   | -        |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $                   | 2,709   |      | $                 | 31,060  |                  |  | $ | 2,709    |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|                                                                             |  |                     |         |      |                   |         |                  |  |   |          |  
|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    
|August 31, 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 August 31, 2009 and
May 31, 2009, the results of its operations for the three months ended August
31, 2009 and 2008 and cash flows for the three months ended August 31, 2009 and
2008. The results of operations for the three months ended August 31, 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-K for
the year ended May 31, 2009.

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.

On
July 30, 2009, the Company put into effect a reverse stock split of the
outstanding shares of its common stock, with a par value of $0.001 per share
(Common Stock), on the basis of one (1) new share of Common Stock for each 10
shares of Common Stock outstanding. All references in these financial
statements and notes to financial statements to number of shares, price per
share and weighted average number of shares outstanding of Common Stock prior
to this reverse stock split have been adjusted to reflect the reverse stock
split on a retroactive basis unless otherwise noted.

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.

7

---



|                                             
|---------------------------------------------
|MATTMAR MINERALS, INC                        
|(A Development Stage Company)                
|NOTES TO FINANCIAL STATEMENTS                
|August 31, 2009                              
|(Unaudited)                                  
|NOTE 1 - DESCRIPTION OF
 COMPANY (continued):

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.

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 $141,528 from inception (April 18, 2006) to August 31, 2009, has
negative working capital of approximately $2,528 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 246,667 shares of 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, 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, 786,667 shares of Common
Stock for a price of $138,000 and returned to the Company for cancellation his
remaining 213,333 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.

8

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MATTMAR MINERALS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009
(Unaudited)

NOTE 1 -
DESCRIPTION OF COMPANY (continued):

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 August 31, 2009, we had issued and outstanding 1,333,334 shares
of common stock, $0.001 par value per share, and no shares of preferred stock,
$0.001 par value per share (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 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. 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.

Equity Based Compensation  Mattmar adopted SFAS No. 123R, Share Based
Payments. SFAS No. 123R requires companies to expense the 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 averaged 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.

9

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MATTMAR MINERALS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009 
(Unaudited)

NOTE 3 
STOCKHOLDERS EQUITY

On July 30, 2009, the Company effected a reverse stock split on the
basis of one (1) new share of Common Stock for each 10 shares of Common Stock outstanding.
All references in these financial statements and notes to financial statements
to number of shares, price per share and weighted average number of shares
outstanding of Common Stock prior to this reverse stock split have been
adjusted to reflect the reverse stock split on a retroactive basis unless
otherwise noted.

On April 20, 2006, a total of 1,000,000 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 $0.01 per share for total proceeds of
$10,000.

Effective September 18, 2006, a total of 300,000 shares of the
Companys common stock were issued to 22 shareholders pursuant to stock
subscription agreements at $0.1 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 246,667 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 786,667 shares of
Common Stock for a price of $138,000 and returned to the Company for
cancellation his remaining 213,333 shares of Common Stock.

During the years ended May 31, 2009 and 2008, respectively, R&R
contributed $8,000 and $72,000 to the Company as Additional Paid in Capital.
During the three months ended August 31, 2009, R&R contributed $7,000 to
the Company as Additional Paid in Capital.

As of August 31, 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, $0.001 par value per share and 1,000,000 shares are
preferred stock, $0.001 par value per share. 1,333,334 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 August 31, 2009, the Company had net operating loss
carry-forwards of approximately $142,000 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.

10

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MATTMAR MINERALS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009
(Unaudited)

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.

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 Operation 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-K filed with the SEC for the year ended May 31, 2009 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 246,667 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, 786,667 shares of Common Stock for a price of $138,000 and returned to us
for cancellation his remaining 213,333 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
 reports pursuant to the Securities Exchange Act of 1934, as amended (the
 Exchange Act), 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 August 31, 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.

RESULTS OF OPERATIONS

CONTINUING OPERATING EXPENSES FOR THE THREE MONTHS ENDED AUGUST31, 2009
COMPARED TO THE THREE MONTHS ENDED AUGUST 31, 2008

We are a development stage corporation with limited operations and did
not have any revenues during the three months ended August 31, 2009 and 2008,
respectively.

Total expenses from Continuing Operations for the three months ended
August 31, 2009 and 2008 were $11,392 and $11,145, respectively. These expenses
primarily constituted general and administrative expenses related to accounting
and compliance with the Exchange Act.

Liquidity and Capital Resources

At August 31, 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 August 31, 2009, we had cash on hand of $2,709 and negative
working capital of $2,528.

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 SEC
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.

Commitments

We do not have any commitments which are required to be disclosed in
tabular form as of August 31, 2009.

Off-Balance Sheet Arrangements

As of August 31, 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.

14

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ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the
Exchange Act, 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 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
| | 3.3          |  |             | Certificate
 of Amendment of the Certificate of Incorporation, effective as of July 30,
 2009 (1)    
| | 3.4          |  |             | Certificate
 of Correction of the Certificate of Amendment (1)                                       
| | 31.1         |  |             | Presidents
 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*                
| | 31.2         |  |             | Chief
 Financial Officers Certification pursuant to section 302 of the
 Sarbanes-Oxley Act of 2002* 
| | 32.1         |  |             | Presidents
 Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*               
| | 32.2         |  |             | Chief
 Financial Officers Certification pursuant to section 906 of the
 Sarbanes-Oxley Act of 2002.*



| |                    |                                                                                                                                                      
| | ------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | *Included herewith
| | (1)                | Previously filed as an
 Exhibit in the companys annual report on Form 10-K for the period ended May
 31, 2009, and incorporated herein by reference.

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

16

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