UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MATTMAR MINERALS, INC. (Exact name of registrant as specified in its charter) Nevada 20-4718599 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) #208-828 North Harbourside Drive, North Vancouver, British Columbia, Canada V7P 3R9 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------- ------------------------------ Not Applicable Not Applicable If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box [X] Securities Act registration statement file number to which this form relates: (if applicable) 333-135736 Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the registrant's securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the commission under File No. 333-135736 incorporated by reference into this registration statement. ITEM 2. EXHIBITS. The following exhibits are filed as a part of this registration statement: Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 3.2 Bylaws (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 5.1 Opinion of Batcher, Zarcone & Baker, LLP regarding the legality of the securities being registered (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 10.1 Mineral Title (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 23.1 Consent of Counsel (See Exhibit 5) (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 23.2 Consent of Independent Auditor (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 23.3 Consent of Professional Geologist (See Appendix A to Exhibit 99.2) (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 99.1 Subscription Agreement (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 99.2 Geology Report (incorporated by reference from the registrant's Registration Statement on Form SB-2 filed on July 13, 2006) 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MATTMAR MINERALS, INC. Date: April 25, 2008 /s/ Sean Mitchell - ------------------------------------ Sean Mitchell President, Secretary, Treasurer, Chief Financial Officer and Director 3