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: November 30, 2010





 ̈
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
      Employerincorporation
      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)





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 xNo
 ̈





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  ̈No
 ̈





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  ̈
                  
                  Accelerated
      filer   ̈Non-accelerated
      filer   ̈
                  
                  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
 ̈





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 1,333,334shares
of the issuer’s common stock, par value $0.001 per share, outstanding as of
December 23, 2010.









MATTMAR
MINERALS, INC.





TABLE OF
CONTENTS




PagePART
      I. FINANCIAL INFORMATIONITEM
      1. Financial StatementsBalance
      Sheets as of November 30, 2010 (unaudited) and May 31, 2010
      (audited)
                                  
                                  3Statements
      of Operations for the Three and Six Months EndedNovember
      30, 2010 and November 30, 2009 and from Inception(April
      18, 2006) to November 30, 2010 (unaudited)
                                  
                                  4Statement
      of Stockholders' Equity (Deficit) for the period from
      Inception(April
      18, 2006) to November 30, 2010 (unaudited)
                                  
                                  5Statements
      of Cash Flows for the Six Months EndedNovember
      30, 2010 and November 30, 2009 and for the period fromInception
      (April 18, 2006) to November 30, 2010 (unaudited)
                                  
                                  6Notes
      to Financial Statements (unaudited)
                                  
                                  7ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION
                                  
                                  11ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                                  
                                  14ITEM
      4. CONTROLS AND PROCEDURES
                                  
                                  14PART
      II  OTHER INFORMATIONITEM
      6.  EXHIBITS
                                  
                                  14SIGNATURES
                                  
                                  15




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





November
      30,
                                                
                                                
                                                May
      31,2010
                                                
                                                
                                                2010(Unaudited)
                                                
                                                
                                                (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                
                                                $
                                                8,461
                                                
                                                
                                                $
                                                11,576Total
      current assets
                                                
                                                
                                                8,461
                                                
                                                
                                                
                                                11,576TOTAL
      ASSETS
                                                
                                                $
                                                8,461
                                                
                                                
                                                $
                                                11,576LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                                
                                                $
                                                7,275
                                                
                                                
                                                $
                                                7,629Accounts
      payable - related party
                                                
                                                
                                                1,833
                                                
                                                
                                                
                                                833Total
      current liabilities
                                                
                                                
                                                9,108
                                                
                                                
                                                
                                                8,462TOTAL
      LIABILITIES
                                                
                                                
                                                9,108
                                                
                                                
                                                
                                                8,462STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, $0.001 par value, 1,000,000 shares authorized,none
      issued and outstanding
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Common
      stock, $0.001 par value; 99,000,000 shares authorized,1,333,334
      shares issued and outstanding, respectively
                                                
                                                
                                                1,334
                                                
                                                
                                                
                                                1,334Additional
      paid-in capital
                                                
                                                
                                                169,666
                                                
                                                
                                                
                                                162,666Deficit
      accumulated during development stage
                                                
                                                
                                                (171,647
                                                )
                                                
                                                
                                                (160,886
                                                )TOTAL
      STOCKHOLDERS' EQUITY (DEFICIT)
                                                
                                                
                                                (647
                                                )
                                                
                                                
                                                3,114TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                
                                                $
                                                8,461
                                                
                                                
                                                $
                                                11,576





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 fromThree Months Ended
                          
                          
                          Six Months Ended
                          
                          
                          Inception
                            (April 18, 2006)November 30,
                          
                          
                          November 30,
                          
                          
                          to2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009
                          
                          
                          November 30, 2010ExpensesProfessional
      fees
                          
                          $
                          3,750
                          
                          
                          $
                          3,850
                          
                          
                          $
                          7,885
                          
                          
                          $
                          13,918
                          
                          
                          $
                          143,856Regulatory
      and filing fees
                          
                          
                          750
                          
                          
                          
                          450
                          
                          
                          
                          1,760
                          
                          
                          
                          1,200
                          
                          
                          
                          3,937Other
      expenses
                          
                          
                          557
                          
                          
                          
                          543
                          
                          
                          
                          1,116
                          
                          
                          
                          1,117
                          
                          
                          
                          21,648Total
      operating expenses
                          
                          
                          5,057
                          
                          
                          
                          4,843
                          
                          
                          
                          10,761
                          
                          
                          
                          16,235
                          
                          
                          
                          179,441Other
      incomeDebt
      forgiveness
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,794Total
      other income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,794Net
      loss
                          
                          
                          (5,057
                          )
                          
                          
                          (4,843
                          )
                          
                          
                          (10,761
                          )
                          
                          
                          (16,235
                          )
                          
                          $
                          (171,647
                          )Net
      loss per share – basic
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.01
                          )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 (DEFICIT)


For the
Period from Date of Inception (April 18, 2006) through November 30,
2010


(Unaudited)





DeficitAccumulatedAdditional
                        
                        
                        During the
                        
                        
                        TotalPreferred Stock
                        
                        
                        Common Stock
                        
                        
                        Paid-in
                        
                        
                        Development
                        
                        
                        Stockholders’Shares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        Equity (Deficit)Balance
      at April 18, 2006 (Inception)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      shares issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,000,000
                        
                        
                        
                        1,000
                        
                        
                        
                        9,000
                        
                        
                        
                        -
                        
                        
                        
                        10,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (5,539
                        )
                        
                        
                        (5,539
                        )Balance
      at May 31, 2006 (Audited)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,000,000
                        
                        
                        
                        1,000
                        
                        
                        
                        9,000
                        
                        
                        
                        (5,539
                        )
                        
                        
                        4,461Common
      shares issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        300,000
                        
                        
                        
                        300
                        
                        
                        
                        29,700
                        
                        
                        
                        -
                        
                        
                        
                        30,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (16,165
                        )
                        
                        
                        (16,165
                        )Balance
      at May 31, 2007 (Audited)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,300,000
                        
                        
                        
                        1,300
                        
                        
                        
                        38,700
                        
                        
                        
                        (21,704
                        )
                        
                        
                        18,296Common
      shares cancelled
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (213,333
                        )
                        
                        
                        (213
                        )
                        
                        
                        213
                        
                        
                        
                        -
                        
                        
                        
                        -Common
      shares issued
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        246,667
                        
                        
                        
                        247
                        
                        
                        
                        11,753
                        
                        
                        
                        -
                        
                        
                        
                        12,000Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        72,000
                        
                        
                        
                        -
                        
                        
                        
                        72,000Net
      Loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (67,871
                        )
                        
                        
                        (67,871
                        )Balance
      at May 31, 2008 (Audited)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,333,334
                        
                        
                        
                        1,334
                        
                        
                        
                        122,666
                        
                        
                        
                        (89,575
                        )
                        
                        
                        34,425Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,000
                        
                        
                        
                        -
                        
                        
                        
                        8,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (40,561
                        )
                        
                        
                        (40,561
                        )Balance
      at May 31, 2009 (Audited)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,333,334
                        
                        
                        
                        1,334
                        
                        
                        
                        130,666
                        
                        
                        
                        (130,136
                        )
                        
                        
                        1,864Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        32,000
                        
                        
                        
                        -
                        
                        
                        
                        32,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (30,750
                        )
                        
                        
                        (30,750
                        )Balance
      at May 31, 2010 (Audited)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,333,334
                        
                        
                        
                        1,334
                        
                        
                        
                        162,666
                        
                        
                        
                        (160,886
                        )
                        
                        
                        3,114Contributed
      capital
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        7,000
                        
                        
                        
                        -
                        
                        
                        
                        7,000Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (10,761
                        )
                        
                        
                        (10,761
                        )Balance
      at November 30, 2010 (Unaudited)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        1,333,334
                        
                        
                        $
                        1,334
                        
                        
                        $
                        169,666
                        
                        
                        $
                        (171,647
                        )
                        
                        $
                        (647
                        )





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




5


MATTMAR
MINERALS, INC


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


(Unaudited)





Six
      Months Ended
                                            November
      30,
                                          
                                          
                                          For the period from
                                            Inception
                                            (April 18, 2006)
                                            to2010
                                          
                                          
                                          2009
                                          
                                          
                                          November 30, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                          
                                          $
                                          (10,761
                                          )
                                          
                                          $
                                          (16,235
                                          )
                                          
                                          $
                                          (171,647
                                          )Adjustments
      to reconcile net loss to net cash used in operating
      activities:
                                            Debt
      forgiveness
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (7,794
                                          )Changes
      in operating assets and liabilitiesIncrease
      (decrease) in accrued expenses
                                          
                                          
                                          (354
                                          )
                                          
                                          
                                          (167
                                          )
                                          
                                          
                                          7,275Increase
      in accounts payable-related party
                                          
                                          
                                          1,000
                                          
                                          
                                          
                                          278
                                          
                                          
                                          
                                          1,833NET
      CASH USED IN OPERATING ACTIVITIES
                                          
                                          
                                          (10,115
                                          )
                                          
                                          
                                          (15,790
                                          )
                                          
                                          
                                          (162,539
                                          )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          52,000Contributed
      capital
                                          
                                          
                                          7,000
                                          
                                          
                                          
                                          22,000
                                          
                                          
                                          
                                          119,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                          
                                          
                                          7,000
                                          
                                          
                                          
                                          22,000
                                          
                                          
                                          
                                          171,000NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                                          
                                          
                                          (3,115
                                          )
                                          
                                          
                                          6,210
                                          
                                          
                                          
                                          8,461CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                          
                                          
                                          11,576
                                          
                                          
                                          
                                          9,351
                                          
                                          
                                          
                                          -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                          
                                          $
                                          8,461
                                          
                                          
                                          $
                                          15,561
                                          
                                          
                                          $
                                          8,461SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWSINFORMATIONInterest
      paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Income
      taxes paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -





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




6




MATTMAR
MINERALS, INC
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 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 November 30, 2010, the
results of its operations for the three and six months ended November 30, 2010
and 2009 and cash flows for the six months ended November 30, 2010 and
2009.  The results of operations for the three and six months ended
November 30, 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, 2010.





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".  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 anoperating
business, and have no specific plan other than to engage in a merger or
acquisition transaction with a yet-to-be identified operating company or
business.  We have no employees and no material
assets.




7




MATTMAR
MINERALS, INC
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2010
 (Unaudited)


NOTE 1 -
DESCRIPTION OF COMPANY (continued):





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
$171,647 from inception (April 18, 2006) to November 30, 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.





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





As of
November 30, 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.




8




MATTMAR
MINERALS, INC
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2010
 (Unaudited)


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.





NOTE 3 –
STOCKHOLDERS’ EQUITY (DEFICIT)





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 $0.10 per
share for total proceeds of $30,000.




9




MATTMAR
MINERALS, INC
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 November
30, 2010
 (Unaudited)


NOTE 3 –
STOCKHOLDERS’ EQUITY (continued):





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 year ended May 31, 2010 R&R contributed $32,000 to the Company as
Additional Paid in Capital.  During the six months ended November 30,
2010, R&R contributed $7,000 to the Company as Additional Paid in
Capital.





As of
November 30, 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.





As of
November 30, 2010, the Company had net operating loss carry-forwards of
approximately $172,000 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





As of
November 30, 2010, the Company has a related party account payable amount of
$1,833 for rent owed but not yet paid to Kirk M. Warshaw, LLC.




10


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, 2010 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.




11




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, 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 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.




12




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





EQUIPMENT
AND EMPLOYEES





As of
November 30, 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 NOVEMBER 30, 2010 COMPARED TO THE
THREE MONTHS ENDED NOVEMBER 30, 2009





We are a
development stage corporation with limited operations and did not have any
revenues during the three months ended November 30, 2010 and 2009,
respectively.





Total
expenses from Continuing Operations for the three month periods ended November
30, 2010 and 2009 were $5,057 and $4,843, respectively.  These
expenses primarily constituted general and administrative expenses related to
accounting and compliance with the Exchange Act.





CONTINUING
OPERATING EXPENSES FOR THE SIX MONTHS ENDED NOVEMBER 30, 2010 COMPARED TO THE
SIX MONTHS ENDED NOVEMBER 30, 2009





We are a
development stage corporation with limited operations and did not have any
revenues during the six months ended November 30, 2010 and 2009,
respectively.





Total
expenses from Continuing Operations for the six month periods ended November 30,
2010 and 2009 were $10,761 and $16,235, respectively.  These expenses
primarily constituted general and administrative expenses related to accounting
and compliance with the Exchange Act.  The decline in operating
expenses from 2009 to 2010 is due to lower professional fees in 2010 than had
been incurred in 2009 when we affected the reverse stock split.





Liquidity
and Capital Resources





At
November 30, 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 November 30,
2010, we had cash on hand of $8,461 and negative working capital of
$647.





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.




13




Commitments





We do not
have any commitments which are required to be disclosed in tabular form as of
November 30, 2010.





Off-Balance
Sheet Arrangements





As of
November 30, 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
4.  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.
                  
                  Description31.1
                  
                  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




14


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:
      December 23, 2010
                  /s/
      Arnold P. KlingArnold
      P. Kling, President(Principal
      Executive Officer)Dated:
      December 23, 2010
                  /s/
      Kirk M. WarshawKirk
      M. Warshaw, Chief Financial Officer(Principal
      Financial and Accounting
Officer)





15