U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                     For the Period ended February 29, 2008

                        Commission File Number 333-135736


                              MATTMAR MINERALS INC.
                 (Name of small business issuer in its charter)

       Nevada                                                   20-4718599
(State of incorporation)                                (IRS Employer ID Number)

                           #208-828 Harbourside Drive
                           North Vancouver, BC V7P 3R9
                               Phone(604)696-2026
                                Fax(610) 471 6293
          (Address and telephone number of principal executive offices)

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

There were 13,000,000 shares of Common Stock outstanding as of April 8, 2008.

Transitional Small Business Disclosure Format (check one)  Yes [ ] No [X]
<PAGE>
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Forward Looking Statements                                                 3

PART I - Financial Information                                             4

Item 1 - Financial Statements                                              4
Notes to Financial Statements                                              8

Item 2 - Plan of Operation                                                12
  Plan of Operation                                                       12
  Results of Operations                                                   12
  Liquidity and Capital Resources                                         13
  Off Balance Sheet Arrangements                                          13

Item 3A (T) - Controls and Procedures                                     13

PART II - Other Information                                               14

Item 6 - Exhibits                                                         14

Signatures                                                                14

                                       2
<PAGE>
                           FORWARD LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-QSB 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.

                                       3
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              MATTMAR MINERALS INC.
                        (An Exploration Stage Enterprise)
                                 Balance Sheets
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                    February 29, 2008     May 31, 2007
                                                                    -----------------     ------------
                                                                       (Unaudited)          (Audited)
<S>                                                                      <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                   $  2,502           $ 20,713
  Total current assets                                                      2,502             20,713
                                                                         --------           --------

TOTAL ASSETS                                                             $  2,502           $ 20,713
                                                                         ========           ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities - related party               $  4,917           $  2,417
                                                                         --------           --------

TOTAL CURRENT LIABILITIES                                                   4,917              2,417
                                                                         --------           --------

TOTAL LIABILITIES                                                           4,917              2,417

COMMITMENTS AND CONTINGENCIES (Notes 1 and 8)

STOCKHOLDERS' EQUITY (DEFICIT)
  COMMON STOCK
    75,000,000 authorized shares, par value $0.001
    13,000,000 shares issued and outstanding                               13,000             13,000
  Additional paid in capital                                               27,000             27,000
  Deficit accumulated during the exploration stage                        (42,415)           (21,704)
                                                                         --------           --------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                       (2,415)            18,296
                                                                         --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     $  2,502           $ 20,713
                                                                         ========           ========
</TABLE>

             See accompanying notes to interim financial statements

                                       4
<PAGE>
                              MATTMAR MINERALS INC.
                        (An Exploration Stage Enterprise)
                            Statements of Operations
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                        From Inception
                                                  Three Months Ended             Nine Months Ended     (April 18, 2006)
                                                     February 29,                  February 29,              to
                                            --------------------------    --------------------------     February 29,
                                                2008           2007           2008           2007            2008
                                            -----------    -----------    -----------    -----------     -----------
                                            (unaudited)     (unaudited)   (unaudited)    (unaudited)     (unaudited)
<S>                                         <C>            <C>            <C>            <C>             <C>
REVENUES
  Revenues                                  $        --    $        --    $        --    $        --     $        --
                                            -----------    -----------    -----------    -----------     -----------
      Total revenues                                 --             --             --             --              --
                                            -----------    -----------    -----------    -----------     -----------
EXPENSES
  Operating expenses
  Exploration                                        --             --         12,391            150          16,317
  Office and general                                 --             --             --            252           1,163
  Professional fees                               2,500          3,650          7,150          9,035          20,535
  Regulatory and filing fees                        230            275          1,170          2,733           4,400
                                            -----------    -----------    -----------    -----------     -----------
      Total expenses                             (2,730)        (3,925)       (20,711)       (12,170)        (42,415)
                                            -----------    -----------    -----------    -----------     -----------

NET LOSS FROM OPERATIONS                        (10,371)        (3,925)       (20,711)       (12,170)        (42,415)
                                            -----------    -----------    -----------    -----------     -----------

      Net loss                              $   (10,371)   $    (3,925)   $   (20,711)   $   (12,170)    $   (42,415)
                                            ===========    ===========    ===========    ===========     ===========

BASIC EARNINGS PER COMMON SHARE             $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)
                                            ===========    ===========    ===========    ===========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES USED IN PER SHARE CALCULATIONS       13,000,000     13,000,000     13,000,000     13,000,000
                                            ===========    ===========    ===========    ===========
</TABLE>


             See accompanying notes to interim financial statements.

                                       5
<PAGE>
                              MATTMAR MINERALS INC.
                        (An Exploration Stage Enterprise)
                   Statement of Stockholders' Equity (Deficit)
              From Inception (April 18, 2006) to February 29, 2008
                            (Stated in U.S. Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                  Common Shares          Additional      During the
                                             ---------------------        Paid in       Exploration
                                             Number         Amount        Capital          Stage          Total
                                             ------         ------        -------          -----          -----
<S>                                       <C>           <C>            <C>             <C>           <C>
Balance, April 18, 2006                           --      $       --    $       --      $       --     $       --

Issued for cash at $0.001 per share-
 April 20, 2006                           10,000,000          10,000            --              --         10,000

Net loss                                          --              --            --          (5,539)        (5,539)
                                          ----------      ----------    ----------      ----------     ----------

Balance, May 31, 2006                     10,000,000          10,000            --          (5,539)         4,461
                                          ----------      ----------    ----------      ----------     ----------
Issued for cash at $0.01 per share-
 September 18, 2006                        3,000,000           3,000        27,000              --         30,000

Net loss                                          --              --            --         (16,165)       (16,165)
                                          ----------      ----------    ----------      ----------     ----------

Balance, May 31, 2007                     13,000,000          13,000        27,000         (21,704)        18,296
                                          ----------      ----------    ----------      ----------     ----------

Net loss                                          --              --            --         (20,711)       (20,711)
                                          ----------      ----------    ----------      ----------     ----------

Balance, February 29, 2008                13,000,000      $   13,000    $   27,000      $  (42,415)    $   (2,415)
                                          ==========      ==========    ==========      ==========     ==========
</TABLE>


             See accompanying notes to interim financial statements.

                                       6
<PAGE>
                              MATTMAR MINERALS INC.
                        (An Exploration Stage Enterprise)
                            Statements of Cash flows
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                         From Inception
                                                    Nine Months        Nine Months      (April 18, 2006)
                                                       Ended              Ended               to
                                                    February 29,       February 28,       February 29,
                                                        2008               2007               2008
                                                      --------           --------           --------
                                                     (Unaudited)        (Unaudited)        (Unaudited)
<S>                                                   <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            $(20,711)          $(12,170)          $(42,415)
  Changes in operating activities
    Increase (decrease) in accounts payable and
     accrued liabilities -  related party                2,500             (4,607)             4,917
                                                      --------           --------           --------

NET CASH FLOWS USED IN OPERATING ACTIVITIES            (18,211)           (16,777)           (37,498)
                                                      --------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds on sale of common stock                          --             30,000             40,000
                                                      --------           --------           --------

NET CASH FLOWS FROM FINANCING ACTIVITIES                    --             30,000             40,000
                                                      --------           --------           --------

NET INCREASE (DECREASE) IN CASH                        (18,211)            13,223              2,502

CASH, BEGINNING OF THE PERIOD                           20,713             10,000                 --
                                                      --------           --------           --------

CASH, END OF THE PERIOD                               $  2,502           $ 23,223           $  2,502
                                                      ========           ========           ========
</TABLE>


             See accompanying notes to interim financial statements.

                                       7
<PAGE>
                              MATTMAR MINERALS INC.
                        (An Exploration Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS
                                February 29, 2008
                                   (Unaudited)


1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION - The  accompanying  Condensed  Financial
Statements  of  MattMar  Minerals  Inc.  (the  "Company")   should  be  read  in
conjunction  with the Company's  Annual Report on Form 10-KSB for the year ended
May 31, 2007. Significant accounting policies disclosed therein have not changed
except as noted below.

The  accompanying  Condensed  Financial  Statements  and  the  related  footnote
information are unaudited. In the opinion of management, they include all normal
recurring adjustments necessary for a fair presentation of the balance sheets of
the Company at February  29,  2008 and the  results of its  operations  and cash
flows for the three and nine months ended February 29, 2008 and 2007. Results of
operations  reported  for interim  periods  are not  necessarily  indicative  of
results for the entire year.

MattMar  Minerals Inc., a Nevada  corporation,  (hereinafter  referred to as the
"Company"  or "MattMar  Minerals")  was  incorporated  in the State of Nevada on
April 18, 2006. The Company was formed to engage in the acquisition, exploration
and development of natural resource properties of merit.

The Company's operations have been limited to general administrative operations,
initial  property  staking and  investigation,  and is considered an Exploration
Stage Company in accordance with Statement of Financial Accounting Standards No.
7.

GOING  CONCERN - The Company has  incurred net losses of  approximately  $42,400
since Inception (April 18, 2006) to February 29, 2008 and has commenced  limited
operations, raising substantial doubt about the Company's ability to continue as
a going concern. The Company will seek additional sources of capital through the
issuance of debt or equity financing,  but there can be no assurance the Company
will be successful in accomplishing its objectives.

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

YEAR END - The Company's year end is May 31.

                                       8
<PAGE>
USE OF ESTIMATES - The  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  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 the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences  attributable
to  differences  between the financial  statement  carrying  amounts of existing
assets and  liabilities  and their  respective  tax basis and tax  credit  carry
forwards.  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 operations in
the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has established a valuation allowance for the full
tax benefit of the operating loss  carryovers due to the  uncertainty  regarding
realization.

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with  SFAS No.  128,  Earnings  per Share  (SFAS  128) and SEC Staff
Accounting  Bulletin No. 98 (SAB 98).  Under the  provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss
per share gives effect to common stock  equivalents;  however,  potential common
shares are excluded if their effect is anti-dilutive.  From Inception (April 18,
2006) to February 29, 2008, the Company had no potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

NEW ACCOUNTING PRONOUNCEMENTS - In June 2006, the Financial Accounting Standards
Board (FASB) issued FASB  Interpretation  No. 48, "Accounting for Uncertainty in
Income Taxes - an  interpretation  of FASB  Statement  No. 109" (FIN 48),  which
clarifies the accounting for uncertainty in tax positions.  This  Interpretation
requires  that we recognize  in our  financial  statements  the benefit of a tax
position if that  position is more likely than not of being  sustained on audit,
based on the technical merits of the position.

The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
year, with the cumulative effect of the change in accounting  principle recorded
as an adjustment to opening retained earnings.  We are currently  evaluating the
impact that FIN 48 will have on our financial statements.

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
(FAS 157), which defines fair value,  establishes a framework for measuring fair
value, and expands disclosures about fair value measurements.  The provisions of
FAS 157 become  effective as of the  beginning  of our 2009 fiscal year.  We are
currently  evaluating  the  impact  that  FAS 157  will  have  on our  financial
statements.

                                       9
<PAGE>
In September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
Defined  Benefit Pension and Other  Postretirement  Plans - an amendment of FASB
Statements  No. 87, 88,  106,  and  132(R)"  (FAS 158).  FAS 158  requires  that
employers recognize the funded status of their defined benefit pension and other
postretirement  plans on the balance sheet and recognize as a component of other
comprehensive  income,  net of tax, the  plan-related  gains or losses and prior
service costs or credits that arise during the period but are not  recognized as
components  of net periodic  benefit cost. We adopted FAS 158 on April 30, 2007.
The  adoption  of FAS 158 did not have a  significant  impact  on our  financial
statements.

In  September  2006,  the  Securities  and  Exchange   Commission  issued  Staff
Accounting   Bulletin   No.  108,   "Considering   the  Effects  of  Prior  Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements"  (SAB 108),  which addresses how to quantify the effect of financial
statement  errors.  The provisions of SAB 108 became  effective as of the end of
our 2007 fiscal year. The adoption of SAB 108 did not have a significant  impact
on our financial statements.

In February 2007, the FASB issued  Statement No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities,  including  an  amendment of FASB
Statement  No. 115" (FAS 159).  FAS 159 permits  companies  to choose to measure
many  financial  instruments  and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure  requirements  designed to facilitate  comparisons  between companies
that choose  different  measurement  attributes  for similar types of assets and
liabilities.  The provisions of FAS 159 become  effective as of the beginning of
our 2009 fiscal year. We are currently  evaluating  the impact that FAS 159 will
have on our financial statements.

In  December  2007,  the FASB  issued  SFAS  160,  NONCONTROLLING  INTERESTS  IN
CONSOLIDATED  FINANCIAL STATEMENTS,  AN AMENDMENT OF ARB NO. 51 which applies to
all   entities   that  prepare   consolidated   financial   statements,   except
not-for-profit  organizations,  but will affect only those entities that have an
outstanding  noncontrolling  interest  in  one  or  more  subsidiaries  or  that
deconsolidate  a  subsidiary.  The  statement  is effective  for annual  periods
beginning after December 15, 2008.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement No. 133,"
(SFAS "161") as amended and  interpreted,  which requires  enhanced  disclosures
about an entity's  derivative and hedging  activities  and thereby  improves the
transparency  of financial  reporting.  Disclosing the fair values of derivative
instruments  and their  gains and  losses in a tabular  format  provides  a more
complete picture of the location in an entity's financial statements of both the
derivative  positions existing at period end and the effect of using derivatives
during  the  reporting  period.   Entities  are  required  to  provide  enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative  instruments  and  related  hedged  items  are  accounted  for  under
Statement  133  and  its  related   interpretations,   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial  performance,  and cash flows. SFAS No. 161 is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted.  The Company is currently  evaluating the
impact that FAS 161 will have on our financial statements.

2. STOCKHOLDER'S EQUITY

The  Company has  75,000,000  shares  authorized  with a par value of $0.001 per
share.

                                       10
<PAGE>
A total of 10,000,000  shares of the  Company's  common stock were issued to the
founding  and sole  director  of the Company  pursuant  to a stock  subscription
agreement at $0.001 per share for total proceeds of $10,000.

On September 18, 2006, a total of 3,000,000 shares of the Company's common stock
were issued to 22  shareholders  pursuant to stock  subscription  agreements  at
$0.01 per share for total proceeds of $30,000.

3. RELATED PARTY TRANSACTIONS

As of February 29, 2008 and May 31, 2007, $4,917 and $2,417,  respectively,  was
owing to Mr.  Mitchell,  the sole  director and officer of the  Company,  and is
included in accounts payable and accrued liabilities.

As of February 29, 2008, there are no other related party  transactions  between
the Company and any officers other than those mentioned above.

4. LITIGATION

As of  February  29,  2008,  the  Company is not aware of any current or pending
litigation which may affect the Company's operations.

5. 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 29, 2008,  the Company had net operating  loss  carryforwards  of
approximately  $42,415  which expire in varying  amounts  between 2027 and 2028.
Realization  of this  potential  future tax benefit is dependent  on  generating
sufficient  taxable  income prior to  expiration of the loss  carryforward.  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 carryforward period are revised.

6. COMMITMENTS AND CONTINGENCIES

Except as otherwise  disclosed in the financial  statements,  the Company is not
aware of any other commitments and contingencies as at February 29, 2008.

                                       11
<PAGE>
ITEM 2. PLAN OF OPERATION

PLAN OF OPERATION

Our scheduled Phase I exploration program has been completed on the RET Mineral
Claim and the results from this exploration program appear to have not
identified a commercially viable mineral deposit, based upon the exploration
done to date. While financial resources remain available, we will continue to
maintain the RET Mineral Claim in good standing and to evaluate the results and
consider other possible business options. In our efforts to enhance shareholder
value, we intend to investigate additional opportunities for the Company in all
industry sectors.

Our financial resources have been substantially depleted. We will continue to
maintain limited operations and remain current in our corporate filings and
obligations while financial resources are available. We may have to raise
additional monies through sales of our equity securities or through loans from
banks or third parties to continue our business plans. No assurances can be
given that we will be able to raise additional financing to satisfy our
financial requirements. We may decide that we cannot continue with our business
operations as detailed in our original business plan because of this lack of
financial resources. We may look for other potential business opportunities that
might be available to us. There can be no certainties that there will be any
other business opportunities available; nor the nature of the business
opportunity; nor any indication of the financial resources required of any
possible business opportunity.

RESULTS OF OPERATIONS

We are still in our exploration stage and have not generated any revenue.

We incurred operating expenses of $10,371 and $3,925 for the three months ended
February 29, 2008 and February 28, 2007, respectively. These expenses consisted
of general operating expenses incurred in connection with the day to day
operation of our business, the preparation and filing of our periodic reports
and exploration activities.

Our net loss from inception (April 18, 2006) through February 29, 2008 was
$42,415.

Cash provided by financing activities from inception (April 18, 2006) was
$40,000, resulting from the sale of $10,000 of our common stock to our director
and $30,000 in an initial public offering, which was completed on September 15,
2006. On December 6, 2006, we received our listing on the Over-the-Counter
Bulletin Board under the symbol MTTM.

In their report on our audited financial statements as at May 31, 2007, our
auditors expressed substantial doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.

The following table provides selected financial data about our company for the
quarter ended February 29, 2008.

                    Balance Sheet Data:            2/29/08
                    -------------------            -------

                    Cash                           $ 2,502
                    Total assets                   $ 2,502
                    Total liabilities              $ 4,917
                    Stockholders' deficit          $(2,415)

                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank as at February 29, 2008 was $2,502. Our current liabilities
as at February 29, 2008 were $4,917.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3A (T). CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management, with the participation of our chief executive officer and chief
financial officer, carried out an evaluation of the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934, as amended (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 chief executive officer and 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 chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.

(b) 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.

                                       13
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-135736, at the SEC
website at www.sec.gov:

     Exhibit No.                Description
     -----------                -----------

        3.1          Articles of Incorporation*
        3.2          Bylaws*
       31.1          Sec. 302 Certification of Principal Executive Officer
       31.2          Sec. 302 Certification of Principal Financial Officer
       32.1          Sec. 906 Certification of Principal Executive Officer
                     and Principal Financial Officer

                                   SIGNATURES

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

April 11, 2008                           MattMar Minerals Inc., Registrant


                                         By: /s/ Sean Mitchell
                                            -----------------------------------
                                            Sean Mitchell, President
                                            (Principal Executive Officer)


April 11, 2008                           /s/ Sean Mitchell
                                         --------------------------------------
                                         Sean Mitchell, President, Secretary,
                                         Treasurer and Chief Financial Officer
                                         (Principal Executive Officer,
                                         Principal Financial Officer,
                                         Principal Accounting Officer and
                                         Chief Financial Officer)

                                       14