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: February 28, 2013

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from _________ to __________

Commission file number: 000-53191

MATTMAR MINERALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-4718599
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

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 xNo ¨

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 ¨

Non-accelerated filer ¨

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 xNo ¨

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 12, 2013.

MATTMAR MINERALS, INC.

TABLE OF CONTENTS


	Page
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Condensed Balance Sheets as of February 28, 2013 (unaudited) and May 31, 2012 (audited)	3

Condensed Statements of Operations for the Three and Nine Months Ended
February 28, 2013 and February 29, 2012 and from Inception
(April 18, 2006) to February 28, 2013 (unaudited)	4

Condensed Statement of Stockholders' Equity (Deficit)for the period from Inception
(April 18, 2006) to February 28, 2013 (unaudited)	5

Condensed Statements of Cash Flows for the Nine Months Ended
February 28, 2013 and February 29, 2012 and for the period from
Inception (April 18, 2006) to February 28, 2013 (unaudited)	6

Notes to Condensed 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 4. CONTROLS AND PROCEDURES	15

PART II OTHER INFORMATION

ITEM 6. EXHIBITS	16

SIGNATURES	17

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Mattmar Minerals, Inc., a Delaware corporation, and its predecessors.

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	February 28,			May 31,
	2013			2012
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	4,855		$	14,345

Total current assets		4,855			14,345

TOTAL ASSETS	$	4,855		$	14,345

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	8,212		$	1,841
Accounts payable - related party		333			833
Total current liabilities		8,545			2,674

TOTAL LIABILITIES		8,545			2,674

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding		0			0
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		229,716			211,666
Deficit accumulated during development stage		(234,740	)		(201,329	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(3,690	)		11,671

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	4,855		$	14,345

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

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

													For the period from
	Three Months Ended						Nine Months Ended						Inception (April 18, 2006)
	February 28, 2013			February 29, 2012			February 28, 2013			February 29, 2012			February 28, 2013
Expenses
Professional fees	$	5,050		$	2,000		$	24,099		$	13,819		$	188,965
Regulatory and filing fees		3,361			899			7,798			4,600			27,335
Other expenses		500			500			1,514			1,529			26,234
Total operating expenses		8,911			3,399			33,411			19,948			242,534

Other income
		0			0			0			0			7,794
Total other income		0			0			0			0			7,794
Net loss		(8,911	)		(3,399	)		(33,411	)		(19,948	)	$	(234,740	)

Net loss per share – basic	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(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 condensed financial statements.

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Period from April 18, 2006 (Date of Inception) through February 28, 2013

(Unaudited)

													Deficit
													Accumulated
											Additional		During the			Total
	Preferred Stock				Common Stock						Paid-in		Development			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Stage			Equity (Deficit)
Balance at April 18, 2006 (Inception)		0	$	0		0		$	0		$	0	$	0		$	0
Common shares issued		0		0		1,000,000			1,000			9,000		0			10,000
Net loss		0		0		0			0			0		(5,539	)		(5,539	)
Balance at May 31, 2006		0		0		1,000,000			1,000			9,000		(5,539	)		4,461
Common shares issued		0		0		300,000			300			29,700		0			30,000
Net loss		0		0		0			0			0		(16,165	)		(16,165	)
Balance at May 31, 2007		0		0		1,300,000			1,300			38,700		(21,704	)		18,296
Common shares cancelled		0		0		(213,333	)		(213	)		213		0			0
Common shares issued		0		0		246,667			247			11,753		0			12,000
Contributed capital		0		0		0			0			72,000		0			72,000
Net Loss		0		0		0			0			0		(67,871	)		(67,871	)
Balance at May 31, 2008		0		0		1,333,334			1,334			122,666		(89,575	)		34,425
Contributed capital		0		0		0			0			8,000		0			8,000
Net loss		0		0		0			0			0		(40,561	)		(40,561	)
Balance at May 31, 2009		0		0		1,333,334			1,334			130,666		(130,136	)		1,864
Contributed capital		0		0		0			0			32,000		0			32,000
Net loss		0		0		0			0			0		(30,750	)		(30,750	)
Balance at May 31, 2010		0		0		1,333,334			1,334			162,666		(160,886	)		3,114
Contributed capital		0		0		0			0			21,000		0			21,000
Net loss		0		0		0			0			0		(15,875	)		(15,875	)
Balance at May 31, 2011		0		0		1,333,334			1,334			183,666		(176,761	)		8,239
Contributed capital		0		0		0			0			28,000		0			28,000
Net loss		0		0		0			0			0		(24,568	)		(24,568	)
Balance at May 31, 2012		0		0		1,333,334			1,334			211,666		(201,329	)		11,671
Contributed capital		0		0		0			0			18,050		0			18,050
Net loss		0		0		0			0			0		(33,411	)		(33,411	)
Balance at February 28, 2013		0	$	0		1,333,334		$	1,334		$	229,716	$	(234,740	)	$	(3,690	)

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

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended						For the period from Inception (April 18, 2006) to
	February 28, 2013			February 29, 2012			February 28, 2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(33,411	)	$	(19,948	)	$	(234,740	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt forgiveness		0			0			(7,794	)
Changes in operating assets and liabilities
Increase (decrease) in accrued expenses		6,371			(3,332	)		16,006
Increase (decrease) in accounts payable-related party		(500	)		(500	)		333
NET CASH USED IN OPERATING ACTIVITIES		(27,540	)		(23,780	)		(226,195	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		0			0			52,000
Contributed capital		18,050			12,000			179,050
NET CASH PROVIDED BY FINANCING ACTIVITIES		18,050			12,000			231,050

NET CHANGE IN CASH AND CASH EQUIVALENTS		(9,490	)		(11,780	)		4,855

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		14,345			12,404			0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	4,855		$	624		$	4,855

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0

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

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 28, 2013

(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, 2013, the results of its operations for the three and nine months ended February 28, 2013 and February 29, 2012 and for the period from inception (April 18, 2006) to February 28, 2013 and cash flows for the nine months ended February 28, 2013 and February 29, 2012 and for the period from inception (April 18, 2006) to February 28, 2013. The results of operations for the three and nine months ended February 28, 2013 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, 2012.

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 SEC 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 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.

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 28, 2013

(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 $234,740 from inception (April 18, 2006) to February 28, 2013. 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.

The Company has historically relied upon funding through capital contributions from its majority stockholder, R&R Biotech Partners, LLC, an affiliate of Rodman & Renshaw, LLC, a former registered broker-dealer. On January 11, 2013, Rodman & Renshaw, LLC filed a chapter 7 bankruptcy petition. As a result, the Company does not expect any further funding from R&R Biotech Partners, LLC, nor does it have any alternative known financing sources. Failure to receive funding will cause the Company to cease operations.

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.

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 28, 2013

(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, 2013, 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.

New Accounting Pronouncements – All new accounting pronouncements issued but not yet effective have been reviewed and determined to be not applicable, As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material impact on the financial position of the Company.

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 28, 2013

(Unaudited)

NOTE 3 – STOCKHOLDERS’ EQUITY

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

On April 20, 2006, a total of 1,000,000 shares of the Company's common stock were issued to the founding and sole director of the Company pursuant to a stock subscription agreement at $0.01 per share for total proceeds of $10,000.

Effective September 18, 2006, a total of 300,000 shares of the Company's common stock were issued to 22 shareholders pursuant to stock subscription agreements at $0.10 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 year ended May 31, 2012 R&R contributed $28,000 to the Company as Additional Paid in Capital. During the nine months ended February 28, 2013 R&R contributed $18,050 to the Company as Additional Paid in Capital.

As of February 28, 2013, 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 February 28, 2013, the Company had net operating loss carry-forwards of approximately $235,000 which expire in varying amounts between 2026 and 2032. 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.

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

February 28, 2013

(Unaudited)

NOTE 6 – RELATED PARTY TRANSACTIONS

As of February 28, 2013, the Company has a related party account payable amount of $333 for rent owed but not yet paid to the LLC.

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

USE OF FORWARD-LOOKING STATEMENTS

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

In our Form 10-K filed with the SEC for the year ended May 31, 2012 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 “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 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.

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.

We have historically relied upon funding through capital contributions from our majority stockholder, R&R Biotech Partners, LLC (“R&R”), an affiliate of Rodman & Renshaw, LLC, a former registered broker-dealer. On January 11, 2013, Rodman & Renshaw, LLC filed a chapter 7 bankruptcy petition. As a result, we do not expect any further funding from R&R, nor do we have any alternative known financing sources. Failure to receive funding will cause us to cease operations.

EQUIPMENT AND EMPLOYEES

As of February 28, 2013, 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, 2013 COMPARED TO THE THREE MONTHS ENDED FEBRUARY 29, 2012.

We are a development stage corporation with limited operations and did not have any revenues during the three months ended February 28, 2013 and February 29, 2012, respectively.

Total expenses from continuing operations for the three month periods ended February 28, 2013 and February 29, 2012 were $8,911 and $3,399, 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, 2013 COMPARED TO THE NINE MONTHS ENDED FEBRUARY 29, 2012.

We are a development stage corporation with limited operations and did not have any revenues during the nine months ended February 28, 2013 and February 29, 2012, respectively.

Total expenses from continuing operations for the nine month periods ended February 28, 2013 and February 29, 2012 were $33,411 and $19,948, 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, 2013, 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, 2013, we had cash on hand of $4,855 and negative working capital of $3,690.

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.

We have limited resources, no revenues from operations to date and our cash on hand is not sufficient to satisfy our cash requirements beyond this quarter. We have historically relied upon funding through capital contributions from our majority stockholder, R&R, an affiliate of Rodman & Renshaw, LLC, a former registered broker-dealer. On January 11, 2013, Rodman & Renshaw, LLC filed a chapter 7 bankruptcy petition. As a result, we do not expect any further funding from R&R, nor do we have any known alternative financing sources. Failure to receive funding will cause us to cease operations.

Commitments

We do not have any commitments which are required to be disclosed in tabular form as of February 28, 2013.

Off-Balance Sheet Arrangements

As of February 28, 2013, 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 1A. RISK FACTORS

Information regarding our risk factors appears in Part I, Item 1A. of our annual report on Form 10-K for the fiscal year ended May 31, 2012. These risk factors describe some of the assumptions, risks, uncertainties and other factors that could adversely affect our business or that could otherwise result in changes that differ materially from our expectations. There have been no material changes to the risk factors contained in our annual report except for the following additional risk related to our plan of operations:

We Have Limited Resources and we have historically relied upon funding from our majority stockholder which will not continue; therefore we WILL cease operations if alternative Financing is not forthcoming.

We have limited resources, no revenues from operations to date and our cash on hand is not sufficient to satisfy our cash requirements beyond the next fiscal quarter. We have historically relied upon funding through capital contributions from our majority stockholder, R&R Biotech Partners, LLC, an affiliate of Rodman & Renshaw, LLC, a former registered broker-dealer. On January 11, 2013, Rodman & Renshaw, LLC filed a chapter 7 bankruptcy petition. As a result, we do not expect any further funding from R&R Biotech Partners, LLC, nor do we have any alternative financing sources. Failure to receive funding will cause us to cease operations.

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.*
101.INS**		XBRL Instance Document.
101.SCH**		XBRL Taxonomy Extension Schema Document.
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.

*Included herewith

**Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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 12, 2013		/s/ Arnold P. Kling
		Arnold P. Kling, President
		(Principal Executive Officer)

Dated: April 12, 2013		/s/ Kirk M. Warshaw
		Kirk M. Warshaw, Chief Financial Officer
		(Principal Financial and Accounting Officer)

MATTMAR MINERALS INC 10-Q