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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, 2012

 

¨ 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 ¨   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 1,333,334 shares of the issuer’s common stock, par value $0.001 per share, outstanding as of January 8, 2013.

 

 
 

 

MATTMAR MINERALS, INC.

 

TABLE OF CONTENTS

  

Page
PART I. FINANCIAL INFORMATION  
   
ITEM 1. Financial Statements  
   
Condensed Balance Sheets as of November 30, 2012 (unaudited) and May 31, 2012 (audited) 3
   
Condensed Statements of Operations for the Three and Six Months Ended November 30, 2012 and November 30, 2011 and from Inception  (April 18, 2006) to November 30, 2012 (unaudited) 4
   
Condensed Statement of Stockholders' Equity for the period from Inception (April 18, 2006) to November 30, 2012 (unaudited) 5
   
Condensed Statements of Cash Flows for the Six Months Ended November 30, 2012 and November 30, 2011 and for the period from  Inception (April 18, 2006) to November 30, 2012 (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.

 

2
 

 

PART I. – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS:

 

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED BALANCE SHEETS

 

   November 30,   May 31, 
   2012   2012 
  (Unaudited)     
ASSETS        
Current Assets         
Cash and cash equivalents  $9,517   $14,345 
           
Total current assets   9,517    14,345 
           
TOTAL ASSETS  $9,517   $14,345 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $3,964   $1,841 
Accounts payable - related party   333    833 
Total current liabilities   4,297    2,674 
           
TOTAL LIABILITIES   4,297    2,674 
           
STOCKHOLDERS' EQUITY          
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   (225,830)   (201,329)
           
TOTAL STOCKHOLDERS' EQUITY   5,220    11,671 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $9,517   $14,345 

 

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

 

3
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

           For the period from 
   Three Months Ended   Six Months Ended   Inception
(April 18, 2006)
 
   November 30,   November 30,   to 
   2012   2011   2012   2011   November 30, 2012 
Expenses                         
Professional fees  $9,549   $5,248   $19,049   $11,819   $183,915 
Regulatory and filing fees   2,293    2,568    4,438    3,701    23,975 
Other expenses   514    529    1,014    1,029    25,734 
Total operating expenses   12,356    8,345    24,501    16,549    233,624 
                          
Other income                         
    0    0    0    0    7,794 
Total other income   0    0    0    0    7,794 
Net loss   (12,356)   (8,345)   (24,501)   (16,549)  $(225,830)
                          
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.

 

4
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Period from April 18, 2006 (Date of Inception) through November 30, 2012

(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    (24,501)   (24,501)
Balance at November 30, 2012   0   $0    1,333,334   $1,334   $229,716   $(225,830)  $5,220 

 

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

 

5
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

       For the period from 
       Inception 
   Six Months Ended   (April 18, 2006) 
   November 30,   to 
   2012   2011   November 30, 2012 
             
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss  $(24,501)  $(16,549)  $(225,830)
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 in accrued expenses   2,123    3,952    11,758 
Increase (decrease) in accounts payable-related party   (500)   0    333 
NET CASH USED IN OPERATING ACTIVITIES   (22,878)   (12,597)   (221,533)
                
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   (4,828)   (597)   9,517 
                
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   14,345    12,404    0 
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $9,517   $11,807   $9,517 
                
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.

 

6
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

November 30, 2012

(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, 2012, the results of its operations for the three and six months ended November 30, 2012 and 2011 and for the period from inception (April 18, 2006) to November 30, 2012 and cash flows for the six months ended November 30, 2012 and 2011 and for the period from inception (April 18, 2006) to November 30, 2012. The results of operations for the three and six months ended November 30, 2012 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.

 

7
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

November 30, 2012

(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 $225,830 from inception (April 18, 2006) to November 30, 2012. 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.

 

8
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

November 30, 2012

(Unaudited)

 

NOTE 1 - DESCRIPTION OF COMPANY (continued):

 

As of November 30, 2012, 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.

 

9
 

 

MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

November 30, 2012

(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 six months ended November 30, 2012 R&R contributed $18,050 to the Company as Additional Paid in Capital.

 

As of November 30, 2012, 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, 2012, the Company had net operating loss carry-forwards of approximately $213,000 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.

 

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MATTMAR MINERALS, INC

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

November 30, 2012

(Unaudited)

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

As of November 30, 2012, the Company has a related party account payable amount of $333 for rent owed but not yet paid to the LLC.

 

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

 

USE OF FORWARD-LOOKING STATEMENTS

 

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

 

In our Form 10-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.

 

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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.

 

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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.

 

EQUIPMENT AND EMPLOYEES

 

As of November 30, 2012, 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, 2012 COMPARED TO THE THREE MONTHS ENDED NOVEMBER 30, 2011.

 

We are a development stage corporation with limited operations and did not have any revenues during the three months ended November 30, 2012 and 2011, respectively.

 

Total expenses from continuing operations for the three month periods ended November 30, 2012 and 2011 were $12,356 and $8,345, 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, 2012 COMPARED TO THE SIX MONTHS ENDED NOVEMBER 30, 2011.

 

We are a development stage corporation with limited operations and did not have any revenues during the three months ended November 30, 2012 and 2011, respectively.

 

Total expenses from continuing operations for the six month periods ended November 30, 2012 and 2011 were $24,501 and $16,549, respectively. These expenses primarily constituted general and administrative expenses related to accounting and compliance with the Exchange Act.

 

Liquidity and Capital Resources

 

At November 30, 2012, 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, 2012, we had cash on hand of $9,517 and working capital of $5,220.

 

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.

 

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Commitments

 

We do not have any commitments which are required to be disclosed in tabular form as of November 30, 2012.

 

Off-Balance Sheet Arrangements

 

As of November 30, 2012, 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.

 

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PART II. - OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Exhibit

No.

 

 

Description

31.1   President’s Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2   Chief Financial Officer’s Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1   President’s Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
32.2   Chief Financial Officer’s Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
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.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Mattmar Minerals, Inc.
   
Dated: January 14, 2013  /s/ Arnold P. Kling
   
  Arnold P. Kling, President
  (Principal Executive Officer)
   
Dated: January 14, 2013  /s/ Kirk M. Warshaw
   
  Kirk M. Warshaw, Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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