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 August 31, 2006

                        Commission File Number 333-135736


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


        Nevada                        1000                       20-4718599
(State of incorporation)       (Primary SIC Number)     (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)


                        Karen Batcher, Batcher & Zarcone
                              4252 Bonita Road #151
                                Bonita, CA 91902
                               Phone(619)475-7882
                                Fax(619)789-6262
            (Name, address and telephone number of agent for service)

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 10,000,000 shares of Common Stock outstanding as of August 31, 2006.
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                                 IN U.S. DOLLARS
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          As of          Adjusted As of
                                                                     August 31, 2006      May 31, 2006
                                                                     ---------------      ------------
                                                                       (Unaudited)          (Audited)
<S>                                                                      <C>                <C>
ASSETS

CURRENT ASSETS
  Cash                                                                   $    453           $ 10,000

FIXED ASSETS                                                                   --                 --
                                                                         --------           --------
                                                                         $    453           $ 10,000
                                                                         ========           ========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                               $    180           $  4,787
  Accounts payable to a related Party                                         752                752
                                                                         --------           --------
                                                                              932              5,539
                                                                         --------           --------
COMMITMENTS AND CONTINGENCIES (Notes 1 and 3)

STOCKHOLDERS' DEFICIT
  Capital stock (Note 4)
   Common stock, $0.001 par value, 75,000,000 shares authorized
   10,000,000 common shares issued and outstanding                         10,000             10,000
  Additional paid in capital                                                   --                 --
  Deficit accumulated during the development stage                        (10,479)            (5,539)
                                                                         --------           --------
TOTAL STOCKHOLDER'S DEFICIT                                                  (479)             4,461
                                                                         --------           --------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                              $    453           $ 10,000
                                                                         ========           ========
</TABLE>

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

                                       2
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                                 IN U.S. DOLLARS
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Period
                                                                                  from April 18, 2006
                                                                                       (Date of
                                                           Three Months Ended        inception) to
                                                             August 31, 2006        August 31, 2006
                                                             ---------------        ---------------
                                                               (Unaudited)            (Unaudited)
<S>                                                           <C>                    <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Exploration                                                 $         --           $      2,612
  Office and general                                                   252                    979
  Professional fees                                                  3,250                  5,450
  Regulatory and filing fees                                         1,438                  1,438
                                                              ------------           ------------

NET LOSS                                                      $     (4,940)          $    (10,479)
                                                              ============           ============

BASIC AND DILUTED NET LOSS PER SHARE                          $     (0.001)          $     (0.001)
                                                              ============           ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING            10,000,000             10,000,000
                                                              ============           ============
</TABLE>

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

                                       3
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                                 IN U.S. DOLLARS
                       STATEMENT OF STOCKHOLDERS' DEFICIT

    FOR THE PERIOD FROM APRIL 18, 2006 (DATE OF INCEPTION) TO AUGUST 31, 2006

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                             Common Shares        Additional   During the
                                                         -------------------      Paid in     Development
                                                         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 (audited)                        10,000,000     10,000           --        (5,539)       4,461

Net loss                                                       --         --           --        (4,940)      (4,940)
                                                       ----------    -------      -------      --------     --------

Balance, August 31, 2006 (unaudited)                   10,000,000    $10,000      $    --      $(10,479)    $   (479)
                                                       ==========    =======      =======      ========     ========
</TABLE>

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

                                       4
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                                 IN U.S. DOLLARS
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                 Cumulative from
                                               Three Months      April 18, 2006
                                                  Ended          (inception) to
                                                 August 31,         August 31,
                                                   2006               2006
                                                 --------           --------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                       $ (4,940)          $(10,479)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation                                      --                 --
  Changes in non-cash working capital items
     Accounts payable and accrued liabilities      (4,607)               932
     Deferred revenue                                  --                 --
                                                 --------           --------

NET CASH FLOWS USED IN OPERATING ACTIVITIES        (9,547)            (9,547)
                                                 --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of computer equipment                       --                 --
                                                 --------           --------
NET CASH FLOWS FROM INVESTING ACTIVITIES
                                                 --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on sale of common stock                     --             10,000
                                                 --------           --------

NET CASH FLOWS FROM FINANCING ACTIVITIES               --             10,000
                                                 --------           --------

INCREASE (DECREASE) IN CASH                        (9,547)            10,000

CASH, BEGINNING OF THE PERIOD                      10,000                 --
                                                 --------           --------
CASH, END OF THE PERIOD                          $    453           $    453
                                                 ========           ========

Supplemental disclosures:

Cash paid for:
  Interest                                       $     --           $     --
                                                 ========           ========
  Taxes                                          $     --           $     --
                                                 ========           ========

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

                                       5
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)
                                 IN U.S. DOLLARS
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION OF BUSINESS AND HISTORY - 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.

MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on April 18, 2006, indicating Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial
list of officers filed with the Nevada Secretary of State on April 19, 2006,
indicate Sean Mitchell as the President, Secretary, and Treasurer.

GOING CONCERN - The Company incurred net losses of approximately $10,479 from
the period of April 18, 2006 (Date of Inception) through August 31, 2006 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.

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

                                       6
<PAGE>
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 not 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. For the period from April
18, 2006 (Date of Inception) through May 31, 2006, 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 December 2004, the FASB issued SFAS No. 123
(revised 2004). Share-Based Payment, is a revision of SFAS No. 123, Accounting
for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company in the first interim or annual reporting period beginning after
December 15, 2005. The Company does not expect the adoption of this standard
will have a material impact on its financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29 "effective for non-monetary asset
exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No.153
requires that exchanges of productive assets be accounted for at fair value
unless fair value cannot be reasonably determined or the transaction lacks
commercial substance. SFAS No. 153 is not expected to have a material effect on
the company's Consolidated Financial Statements.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections
- a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154

                                       7
<PAGE>
requires retrospective application to prior period financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. SFAS 154
also redefines "restatement" as the revising of previously issued financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant impact on the financial statements.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value remeasurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

2. PROPERTY AND EQUIPMENT

As of August 31, 2006, the Company does not own any property and/or equipment.

3. STOCKHOLDER'S EQUITY

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

                                       8
<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.

4. RELATED PARTY TRANSACTIONS

As at August 31, 2006 $752 is owing to Mr. Mitchell, the sole director and
officer of the Company, and is included in accounts payable and accrued
liabilities.

Mr. Mitchell will not receive any interest on any funds that he advances to the
Company for offering expenses prior to the offering being closed which will be
repaid from the proceeds of the offering.

As of August 31, 2006 there are no other related party transactions between the
Company and any officers other than those mentioned above.

5. STOCK OPTIONS

As of August 31, 2006, the Company does not have any stock options outstanding,
nor does it have any written or verbal agreements for the issuance or
distribution of stock options at any point in the future.

6. LITIGATION

As of August 31, 2006, the Company is not aware of any current or pending
litigation which may affect the Company's operations.

7. ADJUSTMENTS TO FINANCIAL STATEMENTS

For the year ended May 31, 2006, the common stock was reported as $1,000 and the
additional paid in capital was reported as $9,000. As of the August 31, 2006 the
common stock has been adjusted to reflect the aggregate amount of $10,000.

8. SUBSEQUENT EVENTS

The Company's SB-2 registration statement that was initially filed on June 18,
2006 with the Securities and Exchange Commission (SEC) in order to raise an
aggregate amount of $30,000 from the sale of 3,000,000 common shares at $.01 per
share, was declared effective by the SEC on August 7, 2006. The Company has
completed the offering as of September 15, 2006 and raised $30,000 from the sale
of 3,000,000 common shares at $0.01 per share.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

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

We incurred operating expenses of $10,479 for the three month period ended
August 31, 2006. These expenses consisted of general operating expenses incurred
in connection with the day to day operation of our business and the preparation
and filing of our periodic reports and registration statement.

Our net loss for the three months ended August 31, 2006 was $10,479.

In their report on our audited financial statements as at May 31, 2006, our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at August 31, 2006 was $453. In order to satisfy our cash
requirements we were required to complete our offering of 3,000,000 shares
registered pursuant to our SB-2 Registration Statement which became effective on
August 7, 2006. As of September 15, 2006 the offering was completed for total
proceeds to the company of $30,000 (3,000,000 shares at $0.01).

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

BUSINESS OPERATIONS OVERVIEW

Our registration statement became effective on August 7, 2006. Our offering of
3,000,000 common shares was completed on September 15, 2006. Our 12 month budget
is based on operations which will be funded by the $30,000 raised through our
offering.

Our plan of operation for the next twelve months is to complete the first phase
of the exploration program on the RET Mineral Claim consisting of a
comprehensive soil survey of the claim area and accompanied by conventional
prospecting.

A two-phase exploration program to evaluate the area is considered appropriate
and is recommended. Phase 1 will consist of a comprehensive soil survey of the
claim area. This work will be accompanied by conventional prospecting. The
property would be adequately covered by about 8 line km of survey work with
lines run on a bearing of 030(Degree) at 200 metre intervals and controlled
using both chain and compass and GPS equipment. Samples should be taken at 25
metre intervals and all sample stations should be flagged and numbered.

                                       10
<PAGE>
Provision should be made for a second phase of exploration contingent upon Phase
1 results. Although a decision on the precise nature of this work or allocation
of the various tasks is not yet possible, it may be expected to include
geophysical surveys (EM and magnetic) and detailed geological mapping, trenching
and rock sampling. If a target for more detailed work is identified, a diamond
drilling program would constitute a third phase.

An estimate of the cost of the proposed program is $15,000 for the initial phase
of exploration work and $75,000 for a contingent second phase.

COST PROPOSAL

    PHASE I
    Soil sampling survey and prospecting: ~ 8.5 line km                4,200
    Geochemical analyses: 34 element ICP + Au FA & AA;
     ~330 samples @ $21                                                7,000
    Data evaluation, interpretation and report preparation             2,400
    Contingency allowance                                              1,400
                                                                      ------
         Sub-total                                                    15,000
    PHASE II
    Provision for geophysical surveys                                 20,000
    Provision for geological mapping, trenching & rock sampling
     and assays                                                       40,000
    Data evaluation, interpretation and report preparation            15,000
                                                                      ------
         Sub-total                                                    75,000
                                                                      ------
         GRAND TOTAL                                                  90,000
                                                                      ======

We plan to commence Phase 1 of the exploration program on the claim in the fall
of 2006.

The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates. To date, we have not commenced exploration.

Following phase one of the exploration programs, if it proves successful in
identifying mineral deposits and we are able to raise the necessary funds, of
which there is no guarantee, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $75,000.

Subject to financing and the success of Phase 1, we anticipate commencing the
second phase of our exploration program in summer 2007. We do not have any
verbal or written agreement regarding the retention of any qualified engineer or
geologist for our planned exploration program. We will require additional
funding to proceed with any subsequent work on the claim; we have no current
plans on how to raise the additional funding. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to proceed with any
work after the first phase of the exploration program.

                                       11
<PAGE>
CRITICAL ACCOUNTING POLICIES

The unaudited financial statements as of August 31, 2006 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our May 31, 2006 audited financial statements and notes
thereto, which can be found in our SB-2 Registration Statement on the SEC
website at www.sec.gov under our SEC File Number 333-135736.

Management's discussion and analysis of our financial condition and results of
operations are based on the financial statements which are prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of such financial statements requires Management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, Management will evaluate its estimates and
will base its estimates on historical experience, as well as on various other
assumptions in light of the circumstances surrounding the estimate, and the
results will form the basis in making judgments about the carrying values of our
assets and liabilities that are not readily apparent from other sources. It
should be noted, however, that actual results could materially differ from the
amount derived from Management's estimates under different assumptions or
conditions.

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 not established a valuation allowance for the
full tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.

                                       12
<PAGE>
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. For the period from April
18, 2006 (Date of Inception) through May 31, 2006, 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 December 2004, the FASB issued SFAS No. 123
(revised 2004). Share-Based Payment, is a revision of SFAS No. 123, Accounting
for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company in the first interim or annual reporting period beginning after
December 15, 2005. The Company does not expect the adoption of this standard
will have a material impact on its financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29 "effective for non-monetary asset
exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No.153
requires that exchanges of productive assets be accounted for at fair value
unless fair value cannot be reasonably determined or the transaction lacks
commercial substance. SFAS No. 153 is not expected to have a material effect on
the company's Consolidated Financial Statements.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections
- a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154
requires retrospective application to prior period financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. SFAS 154
also redefines "restatement" as the revising of previously issued financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant impact on the financial statements.

                                       13
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                          PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following exhibits are included with this registration statement 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
       32.2        Sec. 906 Certification of Principal Financial Officer

There were no reports filed on Form 8-K during the quarter ended August 31,
2006.

                                       14
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

October 12, 2006                   MattMar Minerals Inc., Registrant


                                   By: /s/ Sean Mitchell
                                      --------------------------------------
                                      Sean Mitchell, Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.

October 12, 2006                   MattMar Minerals Inc., Registrant


                                   By:      /s/ Sean Mitchell
                                      --------------------------------------
                                      Sean Mitchell, President, Secretary,
                                      Treasurer, Chief Executive Officer,
                                      Chief Financial Officer, and
                                      Principal Accounting Officer

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