UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended: February 28, 2010

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934for 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.)

133 Summit Avenue, Suite 22
Summit, NJ 07901
(Address of principal executive offices and zip code)

973-635-4047
(Issuers telephone number)

15 Linden Drive, Madison, NJ 07940
(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 April
6, 2010.

---



MATTMAR MINERALS, INC.

TABLE OF CONTENTS

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|                                                                                                                                                                                 |  | Page
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|                                                                                                                                                                                 |  |     
|PART
 I. FINANCIAL INFORMATION                                                                                                                                                   |  |     
|                                                                                                                                                                                 |  |     
|ITEM
 1. Financial Statements                                                                                                                                                    |  |     
|                                                                                                                                                                                 |  |     
|Balance Sheets as of February 28, 2010 (unaudited) and
 May 31, 2009 (audited)                                                                                                   |  | 3   
|                                                                                                                                                                                 |  |     
|Statements of Operations for the Three and Nine Months
 Ended February 28, 2010 and February 28, 2009 and from Inception (April 18,
 2006) to February 28, 2010 (unaudited)      |  | 4   
|                                                                                                                                                                                 |  |     
|Statement of Stockholders Equity for the period from
 Inception (April 18, 2006) to February 28, 2010 (unaudited)                                                               |  | 5   
|                                                                                                                                                                                 |  |     
|Statements of Cash Flows for the Nine Months Ended
 February 28, 2010 and February 28, 2009 and for the period from Inception
 (April 18, 2006) to February 28, 2010 (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

|                                                                                                                     |  |                    |          |               |   |          |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | ------------- | - | -------- | -
|                                                                                                                     |  | February 28,
 2010 |          | May 31,
 2009 |  
|                                                                                                                     |  |                    |          |               |  
|                                                                                                                     |  | (Unaudited)        |          | (Audited)     |  
|ASSETS                                                                                                               |  |                    |          |               |   |          |  
|Current Assets                                                                                                       |  |                    |          |               |   |          |  
|Cash and cash equivalents                                                                                            |  | $                  | 9,357    |               | $ | 9,351    |  
|Prepaid expense                                                                                                      |  |                    |         |               |   | 167      |  
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|Total current assets                                                                                                 |  |                    | 9,357    |               |   | 9,518    |  
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|TOTAL ASSETS                                                                                                         |  | $                  | 9,357    |               | $ | 9,518    |  
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|LIABILITIES
 AND STOCKHOLDERS EQUITY                                                                                |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|CURRENT LIABILITIES                                                                                                  |  |                    |          |               |   |          |  
|Accounts payable and accrued expenses                                                                                |  | $                  | 6,265    |               | $ | 7,654    |  
|Accounts payable  related party                                                                                     |  |                    | 333      |               |   |         |  
|                                                                                                                     |  |                    |          |               |   |          |  
|Total current liabilities                                                                                            |  |                    | 6,598    |               |   | 7,654    |  
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|TOTAL LIABILITIES                                                                                                    |  |                    | 6,598    |               |   | 7,654    |  
|                                                                                                                     |  |                    |          |               |   |          |  
|STOCKHOLDERS EQUITY                                                                                                 |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|Preferred stock, $0.001 par value, 1,000,000 shares authorized, none
 issued and outstanding                         |  |                    |         |               |   |         |  
|Common stock, $0.001 par value; 99,000,000 shares authorized,
 1,333,334 shares issued and outstanding, respectively |  |                    | 1,334    |               |   | 1,334    |  
|Additional paid-in capital                                                                                           |  |                    | 152,666  |               |   | 130,666  |  
|Deficit accumulated during
 development stage                                                                        |  |                    | (151,241 | )             |   | (130,136 | )
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|TOTAL STOCKHOLDERS EQUITY                                                                                           |  |                    | 2,759    |               |   | 1,864    |  
|                                                                                                                     |  |                    |          |               |   |          |  
|                                                                                                                     |  |                    |          |               |   |          |  
|TOTAL LIABILITIES AND
 STOCKHOLDERS EQUITY                                                                          |  | $                  | 9,357    |               | $ | 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)

|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|------------------------------------------- |  | - | ------------------------------------ | - | ---- | ------------------------------------------------------------------------------- | - | ---- | --------- | ---- | - | --------- | - | - | -------- | -
|                                            |  |   |                                      |   |      | For the period from
 Date of Inception
 (April 18, 2006)
 to
 February 28, 2010 |  
|                                            |  |   | Three Months Ended
     February 28, |   |      | Nine Months Ended
     February 28,                                             |   |     
|                                            |  |   | 2010                                 |   | 2009 |                                                                                 |   | 2010 |           | 2009 |   |          
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |  
|Expenses                                    |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Professional fees                           |  | $ | 3,850                                |   | $    | 5,130                                                                           |   | $    | 17,768    |      | $ | 30,343    |   | $ | 128,194  |  
|Regulatory and filing fees                  |  |   | 500                                  |   |      | 500                                                                             |   |      | 1,700     |      |   | 1,650     |   |   | 10,844   |  
|Other expenses                              |  |   | 520                                  |   |      |                                                                                |   |      | 1,637     |      |   | 25        |   |   | 19,997   |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Total operating expenses                    |  |   | 4,870                                |   |      | 5,630                                                                           |   |      | 21,105    |      |   | 32,018    |   |   | 159,035  |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Other income (expense)                      |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Debt forgiveness                            |  |   |                                     |   |      |                                                                                |   |      |          |      |   |          |   |   | 7,794    |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Total other income (expense)                |  |   |                                     |   |      |                                                                                |   |      |          |      |   |          |   |   | 7,794    |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Net loss                                    |  |   | (4,870                               | ) |      | (5,630                                                                          | ) |      | (21,105   | )    |   | (32,018   | ) | $ | (151,241 | )
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Net loss per share  basic                  |  | $ | (0.00                                | ) | $    | (0.00                                                                           | ) | $    | (0.00     | )    | $ | (0.00     | ) |   |          |  
|                                            |  |   |                                      |   |      |                                                                                 |   |      |           |      |   |           |   |   |          |  
|Weighted average shares outstanding - basic |  |   | 1,333,334                            |   |      | 1,333,334                                                                       |   |      | 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
For the Period from Date of Inception (April 18, 2006) through February 28,
2010 
(Unaudited)

|                                         |  |                 |   |              |   |                              |  |                                                      |                              |   |   |       |   |   |         |  |   |          |   |   |         |  
|---------------------------------------- |  | --------------- | - | ------------ | - | ---------------------------- |  | ---------------------------------------------------- | ---------------------------- | - | - | ----- | - | - | ------- |  | - | -------- | - | - | ------- | -
|                                         |  |                 |   |              |   |                              |  | Deficit
 Accumulated
 During the
 Development
 Stage |                              |   |  
|                                         |  |                 |   |              |   |                              |  |                                                      |                              |  
|                                         |  | Preferred Stock |   | Common Stock |   | Additional
 Paid-in
 Capital |  |                                                      | Total
 Stockholders
 Equity |  
|                                         |  |                 |   |              |   |                              |  |                                                     
|                                         |  | 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                      |  |                 |  |              |   |                             |  |                                                      |                             |   |   |      |   |   | 22,000  |  |   |         |   |   | 22,000  |  
|Net loss                                 |  |                 |  |              |   |                             |  |                                                      |                             |   |   |      |   |   |        |  |   | (21,105  | ) |   | (21,105 | )
|                                         |  |                 |   |              |   |                              |  |                                                      |                              |   |   |       |   |   |         |  |   |          |   |   |         |  
|Balance at February 28, 2010 (Unaudited) |  |                 |  |              | $ |                             |  |                                                      | 1,333,334                    |   | $ | 1,334 |   | $ | 152,666 |  | $ | (151,241 | ) | $ | 2,759   |  
|                                         |  |                 |   |              |   |                              |  |                                                      |                              |   |   |       |   |   |         |  |   |          |   |   |         |  

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

5

---



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

|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------------------------------------------------------- | - | ------- | - | - | -------- | -
|                                                                             |  |                                 |         | For the period from
 Date of Inception
 (April 18, 2006)
 to
 February 28, 2010 |  
|                                                                             |  | Nine Months Ended
 February 28, |         |                                                                                
|                                                                             |  | 2010                            |         | 2009                                                                            |   |        
|                                                                             |  |                                 |         |                                                                                 |   |         |  
|                                                                            
|CASH FLOWS FROM OPERATING ACTIVITIES                                         |  |                                 |         |                                                                                 |   |         |   |   |          |  
|Net loss                                                                     |  | $                               | (21,105 | )                                                                               | $ | (32,018 | ) | $ | (151,241 | )
|Adjustments to reconcile net loss to net cash used in operating
 activities: |  |                                 |         |                                                                                 |   |         |   |   |          |  
|Debt forgiveness                                                             |  |                                 |        |                                                                                 |   |        |   |   | (7,794   | )
|Changes in operating assets and liabilities                                  |  |                                 |         |                                                                                 |   |         |   |   |          |  
|Decrease in prepaids                                                         |  |                                 | 167     |                                                                                 |   |        |   |   |         |  
|Increase (decrease) in accrued expenses                                      |  |                                 | (1,056  | )                                                                               |   | (2,497  | ) |   | 14,392   |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|NET CASH USED IN OPERATING ACTIVITIES                                        |  |                                 | (21,994 | )                                                                               |   | (34,515 | ) |   | (144,643 | )
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                         |  |                                 |         |                                                                                 |   |         |   |   |          |  
|Proceeds from sale of common stock                                           |  |                                 |        |                                                                                 |   |        |   |   | 52,000   |  
|Contributed capital                                                          |  |                                 | 22,000  |                                                                                 |   |        |   |   | 102,000  |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                    |  |                                 | 22,000  |                                                                                 |   |        |   |   | 154,000  |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                      |  |                                 | 6       |                                                                                 |   | (34,515 | ) |   | 9,357    |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                             |  |                                 | 9,351   |                                                                                 |   | 43,147  |   |   |         |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $                               | 9,357   |                                                                                 | $ | 8,632   |   | $ | 9,357    |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|                                                                             |  |                                 |         |                                                                                 |   |         |   |   |          |  
|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
February 28, 2010
(Unaudited)

NOTE 1 -
DESCRIPTION OF COMPANY:

The financial
statements included herein are unaudited; however, they contain all normal
recurring adjustments that, in the opinion of management, are necessary to
present fairly the Companys financial position as of February 28, 2010 and May
31, 2009, the results of its operations for the three and nine months ended
February 28, 2010 and 2009 and cash flows for the nine months ended February
28, 2010 and 2009. The results of operations for the nine months ended February
28, 2010 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 Accounting Standards Codification
FASB ASC 915-205 Development-Stage Entities.

7

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MATTMAR MINERALS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2010
(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
$151,241 from inception (April 18, 2006) to February 28, 2010. 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
February 28, 2010
(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 February
28, 2010, 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  In accordance with accounting guidance 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  The accounting guidance for share based payments 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 the guidance issued
by the Financial Accounting Standards Board for 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
February 28, 2010
(Unaudited)

NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

New Accounting
Pronouncements - Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures - Overall, ASU No.
2009-12 (ASC Topic 820), Investments in Certain Entities that Calculate Net
Assets Value per Share (or its Equivalent), ASU No. 2009-13 (ASC Topic 605),
Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASUs No. 2009-2 through ASU No. 2009-15 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been significant.

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
$0.01 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
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 nine months
ended February 28, 2010, R&R contributed $22,000 to the Company as
Additional Paid in Capital.

As of February
28, 2010, 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.

10

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MATTMAR MINERALS, INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2010
(Unaudited)

NOTE 4 
INCOME TAXES (continued):

As of February
28, 2010, the Company had net operating loss carry-forwards of approximately
$151,000 which expire in varying amounts between 2026 and 2028. Realization of
this potential future tax benefit is dependent on generating sufficient taxable
income prior to expiration of the loss carry-forward. The deferred tax asset
related to this potential future tax benefit has been offset by a valuation
allowance in the same amount. The amount of the deferred tax asset ultimately
realizable could be increased in the near term if estimates of future taxable
income during the carry-forward period are revised.

NOTE 5 
COMMITMENTS AND CONTINGENCIES:

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

NOTE 6 
RELATED PARTY TRANSACTIONS

The Company
pays Kirk Warshaw, Chief Financial Officer of the Company, rent payments of
$500 per quarter. For the nine months ended February 28, 2010, the Company has
paid Kirk M. Warshaw $1,167 in rent expense and as of February 28, 2010, has a
related party account payable amount of $333.

NOTE 7 
SUBSEQUENT EVENTS

The Company
has evaluated subsequent events through April 1, 2010, the date which the
financial statements were available to be issued. The Company has determined
that there were no such events that warrant disclosure or recognition in the
financial statements.

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
246,666 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, 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 February
28, 2010, 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 FEBRUARY 28, 2010 COMPARED TO THE
THREE MONTHS ENDED FEBRUARY 28, 2009

We are a
development stage corporation with limited operations and did not have any
revenues during the three months ended February 28, 2010 and 2009,
respectively.

Total expenses
from Continuing Operations for the three month periods ended February 28, 2010
and 2009 were $4,870 and $5,630, respectively. These expenses primarily
constituted general and administrative expenses related to accounting and
compliance with the Exchange Act.

CONTINUING
OPERATING EXPENSES FOR THE NINE MONTHS ENDED FEBRUARY 28, 2010 COMPARED TO THE
NINE MONTHS ENDED FEBRUARY 28, 2009

We are a
development stage corporation with limited operations and did not have any
revenues during the nine month periods ended February 28, 2010 and 2009,
respectively.

Total expenses
from Continuing Operations for the nine months ended February 28, 2010 and 2009
were $21,105 and $32,018, respectively. These expenses primarily constituted
general and administrative expenses related to accounting and compliance with
the Exchange Act.

Liquidity and Capital Resources

At February
28, 2010, we did not have any revenues from operations. Absent a merger or
other combination with an operating company, we do not expect to have any revenues
from operations. No assurance can be given that such a merger or other
combination will occur or that we can engage in any public or private sales of
our equity or debt securities to raise working capital. We are dependent upon
future loans or capital contributions from our present stockholders and/or
management and there can be no assurances that our present stockholders or
management will make any loans or capital contributions to us. As of February
28, 2010, we had cash on hand of $9,357 and working capital of $2,759.

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.

14

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Commitments

We do not have
any commitments which are required to be disclosed in tabular form as of
February 28, 2010.

Off-Balance Sheet Arrangements

As of February
28, 2010, 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.

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                                                                                          
|             |  |                                                                                                      
|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 | 

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: April
 6, 2010 |  | /s/ Arnold
 P. Kling                         
|                      |  |                                              
|                      |  | Arnold P.
 Kling, President                  
|                      |  | (Principal
 Executive Officer)               
|                      |  |                                              
|Dated: April
 6, 2010 |  | /s/ Kirk M.
 Warshaw                         
|                      |  |                                              
|                      |  | Kirk M.
 Warshaw, Chief Financial Officer    
|                      |  | (Principal
 Financial and Accounting Officer)

16

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