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 28, 2007

                        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 13,000,000 shares of Common Stock outstanding as of February 28,
2007.
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                As of              As of
                                                                              February 28,         May 31,
                                                                                 2007               2006
                                                                               --------           --------
                                                                             (Unaudited)          (Audited)
<S>                                                                            <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                         $ 23,223           $ 10,000

FIXED ASSETS                                                                         --                 --
                                                                               --------           --------

TOTAL ASSETS                                                                   $ 23,223           $ 10,000
                                                                               ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                     $    100           $  5,539
  Related party                                                                     832                 --
  Deferred revenue                                                                   --                 --
                                                                               --------           --------

                                                                                    932              5,539
                                                                               --------           --------

COMMITMENTS AND CONTINGENCIES (Notes 1 and 3)

STOCKHOLDERS' EQUITY
  Capital stock (Note 4)
    Common stock, $0.001 par value, 75,000,000 shares authorized
     13,000,000 shares issued and outstanding as of February 28,2007;            13,000
     10,000,000 shares issued and outstanding as of May 31, 2006                                    10,000
  Additional paid in capital                                                     27,000                 --
  Deficit accumulated during the development stage                              (17,709)            (5,539)
                                                                               --------           --------

TOTAL STOCKHOLDERS' EQUITY                                                       22,291              4,461
                                                                               --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $ 23,223           $ 10,000
                                                                               ========           ========
</TABLE>

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

                                       2
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)

                        INTERIM STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           Cumulative from
                                                         Three Months      Nine Months      April 18, 2006
                                                            Ended             Ended         (inception) to
                                                         February 28,      February 28,      February 28,
                                                            2007              2007              2007
                                                         -----------       -----------       -----------
<S>                                                      <C>               <C>               <C>
GENERAL AND ADMINISTRATIVE EXPENSES
   Exploration                                           $        --       $       150       $     2,762
   Office and general                                             --               252               979
   Professional fees                                           3,650             9,035            11,235
   Regulatory and filing fees                                    275             2,733             2,733
                                                         -----------       -----------       -----------

NET LOSS                                                 $    (3,925)      $   (12,170)      $   (17,709)
                                                         ===========       ===========       ===========

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING      13,000,000        13,000,000        13,000,000
                                                         ===========       ===========       ===========
</TABLE>

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

                                       3
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
       FOR THE PERIOD FROM APRIL 18, 2006 (INCEPTION) TO FEBRUARY 28, 2007


<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                                                    Additional   During the
                                                                Common Shares        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)

Issued for cash at $0.01 per share-September 18, 2006      3,000,000       3,000      27,000                     30,000

Net loss                                                                                            (3,305)      (3,305)
                                                         -----------    --------     -------      --------     --------
Balance, November 30, 2006 (unaudited)                    13,000,000    $ 13,000     $27,000      $(13,784)    $ 26,216

Net loss                                                                                            (3,925)      (3,925)
                                                         -----------    --------     -------      --------     --------
Balance, February 28, 2007 (unaudited)                    13,000,000    $ 13,000     $27,000      $(17,709)    $ 22,291
                                                         ===========    ========     =======      ========     ========
</TABLE>

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

                                       4
<PAGE>
                              MATTMAR MINERALS INC.
                        (AN EXPLORATION STAGE ENTERPRISE)

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                 Cumulative from
                                                 Nine Months      April 18, 2006
                                                    Ended         (inception) to
                                                 February 28,       February 28,
                                                    2007               2007
                                                  --------           --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $(12,170)          $(17,709)
  Adjustments to reconcile net loss to net cash
   used in operating activities:

  Changes in non-cash working capital items
    Accounts payable and accrued liabilities        (4,607)               932
                                                  --------           --------

NET CASH FLOWS USED IN OPERATING ACTIVITIES        (16,777)           (16,777)
                                                  --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES
                                                  --------           --------
NET CASH FLOWS FROM INVESTING ACTIVITIES
                                                  --------           --------
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
                                                  --------           --------

INCREASE (DECREASE) IN CASH                         13,223             23,223

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

CASH, END OF THE PERIOD                           $ 23,223           $ 23,223
                                                  ========           ========

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)

                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                FEBRUARY 28, 2007
--------------------------------------------------------------------------------


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 $17,709 from
the period of April 18, 2006 (Date of Inception) through February 28, 2007 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.

                                       6
<PAGE>
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.

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 February 28, 2007, 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.

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

                                       7
<PAGE>
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 will prospectively adopt FAS 158 on
April 30, 2007. Based on the funded status of our plans as of the date of our
most recent actuarial valuation, we expect the adoption of FAS 158 to reduce
reported stockholders' equity by approximately $100 million. However, the actual
impact of adopting FAS 158 is highly dependent on a number of factors, including
the discount rates in effect at the next measurement date, and the actual rate
of return on pension assets during fiscal 2007. These factors could
significantly increase or decrease the expected impact of adopting FAS 158.

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 become effective as of the end of
our 2007 fiscal year. We do not expect the adoption of SAB 108 to 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.

2. PROPERTY AND EQUIPMENT

As of February 28, 2007 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.

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.

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

                                       8
<PAGE>
4. RELATED PARTY TRANSACTIONS

As at February 28, 2007 $832 is owing to Mr. Mitchell, the sole director and
officer of the Company, and is included in accounts payable and accrued
liabilities.

As of February 28, 2007 there are no other related party transactions between
the Company and any officers other than those mentioned above.

5. STOCK OPTIONS

As of February 28, 2007, 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 February 28, 2007 the Company is not aware of any current or pending
litigation which may affect the Company's operations.

                                       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 $3,925 and $12,170 for the three and nine
month periods ended February 28, 2007, respectively. 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 from inception through February 28, 2007 was $17,709.

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 February 28, 2007 was $23,223. 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. On December 6, 2006
we received our listing on the Over-the-Counted Bulletin Board under the symbol
MTTM. 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 will be taken at 25
metre intervals and all sample stations will be flagged and numbered.

                                       10
<PAGE>
Provision has been 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

<TABLE>
<CAPTION>
<S>                                                                             <C>       <C>
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    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    75,000
                                                                                          ------
     GRAND TOTAL                                                                          90,000
                                                                                          ======
</TABLE>

The above program costs are management's estimates based upon the
recommendations of the professional geologist and the actual project costs may
exceed our estimates.

Phase 1 of the exploration program on the claim is expected to take 7 to 14 days
to complete. We anticipate hiring Mr. Tim Sadlier-Brown, P. Geo, to conduct our
planned exploration program. On September 26, 2006 Mr. Sadlier-Brown visited the
RET claim area to evaluate access to the claim for the initial program of field
work. He has made recommendations for setting up a camp from which the sampling,
prospecting and geophysical work could be conveniently conducted. We anticipated
beginning the first phase of exploration in late January or early February 2007,
but snow in the area has forced us to postpone the work program until weather
permits and the snow cover has melted, possibly late April or May 2007.

The RET Claim is assigned Tenure Number 532620 and is recorded in the name of
Sean Miller Mitchell of Vancouver, B.C. The date of record is April 19th 2006
and the claim is in good standing to April 20th 2007. On March 6, 2007 Sean
Miller Mitchell renewed the RET Claim and it is in good standing through till
April 19, 2008. As the Company is not registered in British Columbia the claim
is held in trust for the Company by Mr. Mitchell, a Canadian citizen.

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

                                       11
<PAGE>
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 and will take
approximately 30 days to complete.

Subject to financing and the success of Phase 1, we anticipate commencing the
second phase of our exploration program in late summer 2007. 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.

CRITICAL ACCOUNTING POLICIES

The unaudited financial statements as of February 28, 2007 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

                                       12
<PAGE>
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 February 28, 2007, 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.

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

                                       13
<PAGE>
components of net periodic benefit cost. We will prospectively adopt FAS 158 on
April 30, 2007. Based on the funded status of our plans as of the date of our
most recent actuarial valuation, we expect the adoption of FAS 158 to reduce
reported stockholders' equity by approximately $100 million. However, the actual
impact of adopting FAS 158 is highly dependent on a number of factors, including
the discount rates in effect at the next measurement date, and the actual rate
of return on pension assets during fiscal 2007. These factors could
significantly increase or decrease the expected impact of adopting FAS 158.

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 become effective as of the end of
our 2007 fiscal year. We do not expect the adoption of SAB 108 to 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.

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 not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

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<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
       32.2           Sec. 906 Certification of Principal Financial Officer

                                   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.

April 10, 2007                        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.

April 10, 2007                        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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