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,        2008

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

Indicate by check mark whether the registrant        (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities        Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the        registrant was required to file such reports), and (2) has been subject to such filing        requirements for the past 90 days. Yes x No        oIndicate by check mark whether the registrant is a large        accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting        company. See the definitions of “large accelerated filer,” “accelerated        filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.        (Check one):

|   | Large Accelerated filer                o |   | Accelerated filer                o         |   |
|--------|------------------------------------------|--------|--------------------------------------------|--------|
|   | Non-accelerated filer                o   |   | Smaller reporting company                x |   |

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

Indicate the number of shares outstanding of        each of the issuer's classes of common stock, as of the latest practicable date: There were        a total of 13,333,333shares of the issuer’s        common stock, par value $.001 per share, outstanding as of October 10, 2008.

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MATTMAR MINERALS, INC.

TABLE OF CONTENTS

| PART I. FINANCIAL                INFORMATION                                                                                                              |   |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                      |   | Page   |
| ITEM 1. Financial                Statements                                                                                                               |   |   |
|                                                                                                                                                      |   |   |
|                             Balance Sheets as of August 31, 2008 (unaudited)                and May 31, 2008 (audited) |   | 3      |
|                                                                                                                                                      |   |   |
|                             Statements of Operations for the Three Months                Ended                         |   |   |
|                             August 31, 2008 and August 31, 2007 and for the                period from                 |   |   |
|                             April 18, 2006 (Inception) through August 31,                2008 (unaudited)              |   | 4      |
|                                                                                                                                                      |   |   |
|                             Statement of Stockholders' Equity for the period                from                       |   |   |
|                             April 18, 2006 (Inception) through August 31,                2008 (unaudited)              |   | 5      |
|                                                                                                                                                      |   |   |
|                             Statements of Cash Flows for the Three Months                Ended                         |   |   |
|                             August 31, 2008 and August 31, 2007 and for the                period from                 |   |   |
|                             April 18, 2006 (Inception) through August 31,                2008 (unaudited)              |   | 6      |
|                                                                                                                                                      |   |   |
|                             Notes to Financial Statements (unaudited)                                                  |   | 7      |
|                                                                                                                                                      |   |   |
| ITEM 2. MANAGEMENT’S                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION                                         |   | 12     |
|                                                                                                                                                      |   |   |
| ITEM 3. QUANTITATIVE AND                QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                         |   | 14     |
|                                                                                                                                                      |   |   |
| ITEM 4T. CONTROLS AND                PROCEDURES                                                                                                           |   | 15     |
|                                                                                                                                                      |   |   |
| PART II OTHER                INFORMATION                                                                                                                  |   |   |
|                                                                                                                                                      |   |   |
| ITEM 4. SUBMISSION OF                MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                |   | 15     |
|                                                                                                                                                      |   |   |
| ITEM 6. EXHIBITS                                                                                                                                          |   | 16     |
|                                                                                                                                                      |   |   |
| SIGNATURES                                                                                                                                                |   | 17     |

**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                                                                                                          |   |   | August 31,  |   |   | May 31,   |   |
|-----------------------------------------------------------------------------------------------------------------|--------|--------|-------------|--------|--------|-----------|--------|
|                                                                                                            |   |   | 2008        |   |   | 2008      |   |
| Current Assets                                                                                                  |   |   | (Unaudited) |   |   | (Audited) |   |
|                       Cash and cash equivalents                                             |   | $      | 31,060      |   | $      | 43,147    |   |
|                                                                                                            |
| Total current                assets                                                                             |   |   | 31,060      |   |   | 43,147    |   |
|                                                                                                            |
| TOTAL ASSETS                                                                                                    |   | $      | 31,060      |   | $      | 43,147    |   |
|                                                                                                            |
| LIABILITIES AND                STOCKHOLDERS' EQUITY                                                             |   |   |        |   |   |      |   |
|                                                                                                            |
| CURRENT LIABILITIES                                                                                             |   |   |        |   |   |      |   |
|                       Accounts payable and accrued expenses                                 |   | $      | 7,780       |   | $      | 8,722     |   |
| Total current                liabilities                                                                        |   |   | 7,780       |   |   | 8,722     |   |
|                                                                                                            |
| TOTAL LIABILITIES                                                                                               |   |   | 7,780       |   |   | 8,722     |   |
|                                                                                                            |
| STOCKHOLDERS'                EQUITY                                                                             |   |   |        |   |   |      |   |
| Common stock, $0.001 par                value; 75,000,000 shares authorized,                                    |   |   |        |   |   |      |   |
|                       13,333,333 shares issued and outstanding,                respectively |   |   | 13,333      |   |   | 13,333    |   |
| Additional paid-in                capital                                                                       |   |   | 110,667     |   |   | 110,667   |   |
| Deficit accumulated during                development stage                                                     |   |   | (100,720    | )      |   | (89,575   | )      |
|                                                                                                            |
| TOTAL STOCKHOLDERS'                EQUITY                                                                       |   |   | 23,280      |   |   | 34,425    |   |
|                                                                                                            |
| TOTAL LIABILITIES AND                STOCKHOLDERS' EQUITY                                                       |   | $      | 31,060      |   | $      | 43,147    |   |

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)

|                                                                    |   |   |                              |   |   | For the period                from |
|-------------------------------------------------------------------------|--------|--------|-----------------------------------|--------|--------|------------------------------------|
|                                                                    |   |   |                              |   |   | April 18, 2006                     |
|                                                                    |   |   | Three Months                Ended |   |   | (Inception)                        |
|                                                                    |   |   | August 31,                        |   |   | Through                            |
|                                                                    |   |   | 2008                              |   |   | 2007                               |   |   | August 31, 2008 |
| Expenses                                                                |   |   |                              |   |   |                               |   |   |   |
|      Professional fees                         |   | $      | 10,470                            |   | $      | 2,150                              |   | $ | 83,855 |
|      Regulatory and filing                fees |   |   | 650                               |   |   | 460                                |   |   | 7,144 |
|      Other expenses                            |   |   | 25                                |   |   | 5,000                              |   |   | 17,515 |
|      Total operating                expenses   |   |   | 11,145                            |   |   | 7,610                              |   |   | 108,514 |
|                                                                    |
| Other income                (expense)                                   |   |   |                              |   |   |                               |   |   |   |
|      Debt forgiveness                          |   |   | -                                 |   |   | -                                  |   |   | 7,794 |
| Total other income                (expense)                             |   |   | -                                 |   |   | -                                  |   |   | 7,794 |
|      Net loss                                  |   | $      | (11,145)                          |   | $      | (7,610)                            |   | $ | (100,720) |
|                                                                    |
|                                                                    |
| Net loss per share –                basic                         |   | $      | (0.00)                            |   | $      | (0.00)                             |   |   |   |
| Weighted average shares                outstanding - basic              |   |   | 13,333,333                        |   |   | 13,000,000                         |   |   |   |

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

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MATTMAR MINERALS, INC(A Development Stage Company)        STATEMENT OF STOCKHOLDERS' EQUITY        For the Period from April 18, 2006 (Inception) through August 31, 2008        (Unaudited)

|                                                 |   |         |   |   |    |   |   |        |   |   | Deficit             |   |   |                                                    |   |
|------------------------------------------------------|--------|--------------|--------|--------|---------|--------|--------|-------------|--------|--------|---------------------|--------|--------|---------------------------------------------------------|--------|
|                                                 |   |         |   |   |    |   |   |        |   |   | Accumulated         |   |   |                                                    |   |
|                                                 |   |         |   |   |    |   |   | Additional  |   |   | During the          |   |   | Total                                                   |   |
|                                                 |   | Common Stock |   |   | Paid-in |   |   | Development |   |   | Stockholders’ |   |
|                                                 |   | Shares       |   |   | Amount  |   |   | Capital     |   |   | Stage               |   |   | Deficiency                                              |   |
|                                                 |   |         |
| Balance at April 18, 2006                (Inception) |   | -            |   | $      | -       |   | $      | -           |   | $      | -                   |   | $      | -                                                       |   |
| Common shares                issued                  |   | 10,000,000   |   |   | 10,000  |   |   | -           |   |   | -                   |   |   | 10,000                                                  |   |
| Net loss                                             |   | -            |   |   | -       |   |   | -           |   |   | (5,539              | )      |   | (5,539                                                  | )      |
| Balance at May 31,                2006               |   | 10,000,000   |   |   | 10,000  |   |   | -           |   |   | (5,539              | )      |   | 4,461                                                   |   |
| Common shares                issued                  |   | 3,000,000    |   |   | 3,000   |   |   | 27,000      |   |   | -                   |   |   |                         30,000 |   |
| Net loss                                             |   | -            |   |   | -       |   |   | -           |   |   | (16,165             | )      |   | (16,165                                                 | )      |
| Balance at May 31,                2007               |   | 13,000,000   |   |   | 13,000  |   |   | 27,000      |   |   | (21,704             | )      |   | 18,296                                                  |   |
| Common shares                cancelled               |   | (2,133,333   | )      |   | (2,133  | )      |   | 2,133       |   |   | -                   |   |   | -                                                       |   |
| Common shares                issued                  |   | 2,466,666    |   |   | 2,466   |   |   | 9,534       |   |   | -                   |   |   |                         12,000 |   |
| Contributed capital                                  |   | -            |   |   | -       |   |   | 72,000      |   |   | -                   |   |   | 72,000                                                  |   |
| Net Loss                                             |   | -            |   |   | -       |   |   | -           |   |   | (67,871             | )      |   | (67,871                                                 | )      |
| Balance at May 31,                2008               |   | 13,333,333   |   |   | 13,333  |   |   | 110,667     |   |   | (89,575             | )      |   | 34,425                                                  |   |
| Net Loss                                             |   | -            |   |   | -       |   |   | -           |   |   | (11,145             | )      |   | (11,145                                                 | )      |
| Balance at August 31, 2008                           |   | 13,333,333   |   | $      | 13,333  |   | $      | 110,667     |   | $      | (100,720            | )      | $      | 23,280                                                  |   |

Theaccompanyingnotes are        anintegralpart of        thesefinancialstatements.

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

|                                                                       |   |                              |   |   |           |   |   | For the period                from |   |
|----------------------------------------------------------------------------|--------|-----------------------------------|--------|--------|----------------|--------|--------|------------------------------------|--------|
|                                                                       |   | Three Months                Ended |   |   | April 18, 2006 |   |
|                                                                       |   | August 31,                        |   |   | (Inception)    |   |
|                                                                       |   |                              |   |   |           |   |   | Through                            |   |
|                                                                       |   | 2008                              |   |   | 2007           |   |   | August 31, 2008                    |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
| CASH FLOWS FROM OPERATING                ACTIVITIES                        |   |                              |   |   |           |   |   |                               |   |
| Net loss                                                                   | $      | (11,145                           | )      | $      | (7,610         | )      | $      | (100,720)                          |   |
| Adjustments to reconcile                net loss to net cash used in       |   |                              |   |   |           |   |   |                               |   |
|    operating                activities:                          |   |                              |   |   |           |   |   |                               |   |
|      Debt                forgiveness                        |   | -                                 |   |   | -              |   |   | (7,794)                            |   |
| Changes in operating                assets and liabilities                 |   |                              |   |   |           |   |   |                               |   |
|                     Increase (decrease) in accrued expenses |   | (942                              | )      |   | -              |   |   | 15,574                             |   |
| NET CASH USED IN OPERATING                ACTIVITIES                       |   | (12,087                           | )      |   | (7,610         | )      |   | (92,940)                           |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
| CASH FLOWS FROM FINANCING                ACTIVITIES                        |   |                              |   |   |           |   |   |                               |   |
|                     Proceeds from sale of common stock      |   | -                                 |   |   | -              |   |   | 52,000                             |   |
|                     Contributed capital                     |   | -                                 |   |   | -              |   |   | 72,000                             |   |
| NET CASH PROVIDED BY                FINANCING ACTIVITIES                   |   | -                                 |   |   | -              |   |   | 124,000                            |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
| NET CHANGE IN CASH AND                CASH EQUIVALENTS                     |   | (12,087                           | )      |   | (7,610         | )      |   | 31,060                             |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
| CASH AND CASH EQUIVALENTS                AT BEGINNING OF                   |   | 43,147                            |   |   | 20,713         |   |   | -                                  |   |
| PERIOD                                                                     |   |                              |   |   |           |   |   |                               |   |
| CASH AND CASH EQUIVALENTS                AT END OF PERIOD                  |   | $ 31,060                          |   |   | $ 13,103       |   |   | $ 31,060                           |   |
|                                                                       |   |                              |   |   |           |   |   |                               |   |
| 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 STATEMENTS        August 31, 2008        (Unaudited)

NOTE 1 - DESCRIPTION OF COMPANY:

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

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

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

THE COMPANY’S HISTORY

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

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

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.

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 approximately $100,720 for the        period from April 18, 2006 (inception) through August 31, 2008, has working capital of        approximately $23,280 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

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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 August 31, 2008, our authorized        capital stock consists of 75,000,000 shares of Common Stock of which 13,333,333 shares were        issued and outstanding. All shares of Common Stock currently outstanding are validly        issued, fully paid and non-assessable.

On the Reincorporation Date (September 19,        2008), 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.

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.

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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 nactment        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 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 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.

**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 cquisitions where the acquirer gains a controlling interest,        regardless of whether consideration was exchanged. Consistent with SFAS 141, SFAS 141 (R)        requires the acquirer to fair value the assets and liabilities of the acquiree and record        goodwill on bargain purchases, with the main difference being the application to all        acquisitions where control is achieved. SFAS 141 (R) is effective for financial statements        issued for fiscal years beginning after December 15, 2008 and will be adopted by the        Company in the first quarter of fiscal year 2009. We do not expect that the adoption of        SFAS 141 (R) will have a material impact on our financial condition or results of        operation.

In March 2008, the FASB issued SFAS No. 161,        “Disclosures about Derivative Instruments and Hedging Activities”, an amendment        of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative        instruments that are designated and qualify as hedging instruments pursuant to paragraphs        37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161        requires entities to provide greater transparency through additional disclosures 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 ffect an entity's financial position,        results of operations, and cash flows. SFAS 161 is effective as of the beginning of        an

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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.

On the Reincorporation Date (September 19,        2008), 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 shares issued and outstanding shares of Common Stock were automatically        converted into the same number of shares of Mattmar Delaware common stock.

As of August 31, 2008, our authorized        capital stock consists of 75,000,000 shares of Common Stock of which 13,333,333 shares were        issued and outstanding. All shares of Common Stock currently outstanding 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, 2008, the Company had net        operating loss carry-forwards of approximately $95,000 which expire in varying amounts        between 2026 and 2028. Realization of this potential future tax benefit is dependent on        generating

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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

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

NOTE- 6 - SUBSEQUENT EVENT

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

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

USE OF FORWARD-LOOKING        STATEMENTS

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

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

GENERAL

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

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

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

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

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

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

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

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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 August 31, 2008, we had no operating        business, no equipment, and no employees. We do not intend to develop our own operating        business but instead plan to merge with an operating company.

OPERATIONAL RESULTS FOR THE THREE MONTHS        ENDED AUGUST 31, 2008 and 2007

For the three months ended August 31, 2008,        we incurred $11,145 of operating expenses and for the three months ended August 31, 2007,        our operating expenses were $7,610. During both periods the expenses resulted primarily        from accounting/auditing, legal and SEC report filing expenses.

**Liquidity and Capital        Resources**

At August 31, 2008, we did not have any        revenues from operations. Absent a merger or other combination with an operating company,        we do not expect to have any revenues from operations. No assurance can be given that such        a merger or other combination will occur or that we can engage in any public or private        sales of our equity or debt securities to raise working capital. We are dependent upon        future loans or capital contributions from our present stockholders and/or management and        there can be no assurances that our present stockholders or management will make any loans        or capital contributions to us. As of August 31, 2008, we had cash on hand of $31,060 and        working capital of $23,280.

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 August 31, 2008, we have no        off-balance sheet arrangements such as guarantees, retained or contingent interest in        assets transferred, obligation under a derivative instrument and obligation arising out of        or a variable interest in an unconsolidated entity.

**ITEM 3. QUANTITATIVE AND QUALITATIVE        DISCLOSURES ABOUT MARKET RISK.**

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

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

     On July 8,        2008 (the “Record Date”), our Board of Directors (the “Board”)        unanimously, and stockholders holding 77.5%, or 10,333,333, of our issued and outstanding        shares of Common Stock as of the Record Date, approved the following actions:

| 1.                     | The Delaware Merger;                                                                                                                                                                                                                                                                                                                                                                 |
|---------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                  |
| 2.                     | An amendment to our charter to effect a reverse                    split of our Common Stock based upon a ratio of not less than one-for-three (3)                    nor more than one-for-one hundred (100) shares, in the sole discretion of the                    Board, at any time prior to July 31, 2009 (the “Reverse Split                    Amendment”); and |
|                                  |
| 3.                     | An amendment to our charter to change our                    corporate name to any appropriate name chosen by the Board, in its sole                    discretion, in connection with a business combination by the company (the                    “Name Change Amendment”).                                                                                           |

Collectively, the Delaware Merger, the        Reverse Split Amendment and the Name Change Amendment are referred to hereinafter as the        “Amendments.” Notwithstanding approval by the stockholders, the Board may, in        its sole discretion, determine not to effect any of the Amendments.

     In connection        with the Amendments, on August 18, 2008, pursuant to Section 14(c) of the Securities        Exchange Act of 1934, as amended (the “Exchange Act”), we filed a Definitive        Information Statement with the Securities and Exchange Commission, describing the        Amendments in more detail. Pursuant to Rule 14c-2 under the Exchange Act, the Amendments        will not be effected until at least twenty (20) calendar days after August 21, 2008, the        date on which the Definitive Information Statement had been mailed to our        stockholders.

     On the        Reincorporation Date (September 19, 2008), we reincorporated in the state of Delaware by        merger with and into Mattmar Delaware in accordance with the applicable provisions of the        Nevada Revised Statutes and the Delaware General Corporate Laws. As a result, Mattmar        Delaware 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.

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**ITEM 6. EXHIBITS**

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

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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 10,                2008 |   | /s/ Arnold P. Kling                                         |
|                                   |   | --------------------------------------------                |
|                                   |   | Arnold P. Kling,                President                   |
|                                   |   | (Principal Executive                Officer)                |
|                                   |
| Dated: October 10,                2008 |   | /s/ Kirk M. Warshaw                                         |
|                                   |   | --------------------------------------------                |
|                                   |   | Kirk M. Warshaw, Chief                Financial Officer     |
|                                   |   | (Principal Financial and                Accounting Officer) |

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