UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
Amendment No. 1
FORM 10-QSB/A
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________
Commission file number 333-102117
MAYFAIR MINING & MINERALS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 45-0487294
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QS, UK
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(Address of principal executive offices)
44-(1444)-487100
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(Issuer's Telephone Number)
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(Former name, former address and former fiscal year, if changed since last
report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Outstanding as of July 27, 2004: 8,500,000 common shares
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements for the period ended June
30, 2004 have been prepared by the Company.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM BALANCE SHEET
(STATED IN U.S. DOLLARS)
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JUNE 30 MARCH 31
2004 2003
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(Audited)
ASSETS
CURRENT
Cash $ 122,040 $ 130,220
====================================================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 1,795 $ 3,788
-----------------------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
75,000,000 Common shares, par value $0.001 per share
Issued and outstanding:
8,500,000 common shares at June 30, 2004 and
March 31, 2004 8,500 8,500
Additional paid-in capital 152,695 152,695
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (40,950) (34,763)
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120,245 126,432
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$ 122,040 $ 130,220
====================================================================================================
3
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
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CUMMULATIVE
FROM
DATE OF
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2004 2003 2004
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EXPENSES
Office and sundry $ 3,520 $ 96 $ 10,121
Organizational costs - - 1,215
Professional fees 1,700 1,959 24,481
Travel 967 3,762
Mineral property acquisition costs (Note 4) - 930 1,371
-------------------------------------------------------
NET LOSS FOR THE PERIOD $ 6,187 $ 2,985 $ 40,950
====================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ 0.01 $ 0.01
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,500,000 7,000,000
=================================================================================================
4
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
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CUMMULATIVE
FROM
DATE OF
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2004 2003 2004
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (6,187) $ (2,985) $ (40,950)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH USED BY OPERATING ACTIVITIES
Accounts payable (1,993) - 1,795
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(8,180) (2,985) (39,155)
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CASH FLOWS FROM FINANCING ACTIVITIES
Share capital issued - - 157,000
Deferred share issue costs - - (19,416)
Related party loan payable (Note 5) - - 23,611
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- - 161,195
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(DECREASE) INCREASE IN CASH (8,180) (2,985) 122,040
CASH, BEGINNING OF PERIOD 130,220 6,748 -
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CASH, END OF PERIOD $ 122,040 $ 3,763 $ 122,040
====================================================================================================================
5
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
JUNE 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
COMMON STOCK DEFICIT
-------------------------------------------- ACCUMULATED
ADDITIONAL DURING THE
PAID-IN EXPLORATION
SHARES AMOUNT CAPITAL STAGE TOTAL
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Shares issued for cash at
$0.001 7,000,000 $ 7,000 $ - $ - $ 7,000
Related party loan payable
contributed as capital (Note 5) - - 16,536 - 16,536
Net loss for the period - - - (3,291) (3,291)
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Balance, March 31, 2003 7,000,000 7,000 16,536 (3,291) 20,245
Related party loan payable
contributed as capital
(Note 5) - - 7,075 - 7,075
Shares issued for cash at $0.10,
net of share issue costs of
$19,416 1,500,000 1,500 129,084 - 130,584
Net loss for the year - - - (31,472) (31,472)
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Balance, March 31, 2004 8,500,000 8,500 152,695 (34,763) 126,432
Net loss for the period - - - (6,187) (6,187)
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Balance, June 30, 2004 8,500,000 $ 8,500 $ 152,695 $ (40,950) $ 120,245
=================================================================================
6
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The interim financial statements as of June 30, 2004 included herein
have been prepared without audit pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with United States generally accepted accounting
principles 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 the March 31, 2004 audited
financial statements and notes hereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on August
14, 2002.
b) Exploration Stage Activities
The Company has been in the exploration stage since its formation and
has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Upon location of a commercial minable reserve, the Company
expects to actively prepare the site for its extraction and enter a
development stage.
c) Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $40,950 for the period from inception, August
14, 2002, to June 30, 2004, and has no sales. The future of the Company
is dependent upon its ability to obtain financing and upon future
profitable operations from the development of its mineral properties.
Management has plans to seek additional capital through a public
offering of its common stock. The financial statements do not include
any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities
that might be necessary in the event the Company cannot continue in
existence.
7
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States. Because a precise determination of many assets and liabilities
is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which
have been made using careful judgement.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:
a) Organizational and Start Up Costs
Costs of start up activities, including organizational costs, are
expensed as incurred.
b) Deferred Share Issue Costs
The Company defers all direct costs of obtaining proceeds from a public
offering to be deducted from additional paid-in capital upon completion
of the public offering.
c) Mineral Property Acquisition Payments and Exploration Costs
The Company expenses all costs related to the acquisition and
exploration of mineral claims in which it has secured exploration
rights prior to establishment of proven and probable reserves. To date,
the Company has not established the commercial feasibility of its
exploration prospects, therefore, all costs are being expensed.
d) Use of Estimates
The preparation of 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 amounts of revenues
and expenses for the reporting period. Actual results could differ from
these estimates.
8
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Foreign Currency Translation
The Company's functional currency is the U.S. dollar. Transactions in
foreign currency are translated into U.S. dollars as follows:
i) monetary items at the rate prevailing at the balance
sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect
during the applicable accounting period.
f) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No.
109 - "Accounting for Income taxes" (SFAS 109). This standard requires
the use of an asset and liability approach for financial accounting,
and reporting on income taxes. If it is more likely than not that some
portion or all of a deferred tax asset will not be realized, a
valuation allowance is recognized.
g) Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss
per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similar to basic
loss per common share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. At June 30, 2004, the Company
has no stock equivalents that were anti-dilutive and excluded in the
earnings per share computation.
4. MINERAL PROPERTY INTEREST
The Company has acquired a 100% interest in six mineral claims located
in the Slocan Mining Division of British Columbia, Canada.
5. RELATED PARTY LOAN PAYABLE
The loan, which is owing to a director and principal shareholder, is
unsecured and interest free with no specific terms of repayment.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS.
Some discussions in this report include a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a start-up, exploration-stage company, and have not yet generated or
realized any revenues from our business operations. We are not a blank check
company. We have no intentions of merging with any other companies or allowing
ourselves to be acquired by another company, or to act as a blank check company
as that term is defined under Rule 419 of Regulation C under the Rules of the
Securities Act of 1933. We must raise cash in order to implement our plan and
stay in business.
We filed a registration statement on December 23, 2002, in a Form SB-2 under the
Securities Act of 1933, which was effective on July 10, 2003. This registration
statement was for a public offering of our shares of common stock for a minimum
amount of $40,000 and a maximum of $150,000. We commenced the offering of the
shares during October, 2003, and completed the maximum subscription of $150,000
in late November, 2003. We had intended to commence Phase 1 of the exploration
of the Company's mineral property - in late October, 2003 to complete Phase 1 at
the end of November, 2003. However, due to snow in the region, we delayed
commencement of Phase 1 until June, 2004. Subject to the results of this
exploration program, we would then start Phase 2 in August, 2004 and complete
Phase 2 at the end of October, 2004. Phase 2 would take approximately three
months to complete and would cost $35,000. We would start Phase 3 at the
beginning of November, 2004 and complete Phase 3 at the end of September, 2005.
Phase 3 would take approximately six months and would cost $50,000. We cannot
work from December to May because of bad weather conditions.
If the results of Phase 1 or 2 are not successful and we choose not to continue
Phase 2 or 3, we will seek to acquire other claims for exploration as we are an
exploration company. We will not acquire claims from related parties.
We have not generated any revenues and no revenues are anticipated unless and
until silver, lead and zinc are discovered on the property in which we have an
interest. Accordingly, we must raise cash from other than the sale of the
silver, lead and zinc. We will be conducting research in connection with the
exploration of the property on which we own mining interests. We are not going
to buy or sell any plant or significant equipment. We do not expect a change in
the number of our employees.
10
As we have completed our public offering by raising $150,000, we can satisfy our
cash requirements for the next twelve months. As of the date of this report, Mr.
de Larrabeiti has loaned to us $23,611. We have applied for a listing on the OTC
Bulletin Board, but have not yet received NASD approval to trade.
LIMITED OPERATING HISTORY
There is no historical financial information about our company upon which to
base an evaluation of our performance. We are an exploration-stage company and
have not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our claims, and possible cost
overruns due to price and cost increases in services.
RESULTS OF OPERATIONS
From Inception to June 30, 2004.
We acquired our mining interest on a property located in British Columbia and
will commence the research and exploration of our mining operations on that
property.
Since inception, Mr. de Larrabeiti has advanced to us the total sum of $23,611
for our corporate costs, mining interest acquisition costs and offering expenses
required before the completion of the offering, and we issued 8,500,000 shares
of common stock to raise money. Net cash provided by financing activities from
inception to June 30, 2004, was $161,195, as a result of proceeds received from
share subscriptions.
LIQUIDITY AND CAPITAL RESOURCES
We issued 7,000,000 founders shares on August 14, 2002 for the amount of $7,000.
We further issued 1,500,000 shares during November, 2003 upon the completion of
our public offering for the amount of $150,000. Since our inception, Mr. de
Larrabeiti advanced to us the total sum of $23,611, which is used for
organizational and start-up costs, operating capital and offering expenses
incurred prior to the completion of this offering. The loan does not bear
interest and has not been repaid as of the date hereof and it is not due on a
specific date. Mr. de Larrabeiti will accept repayment from us when the money is
available. Mr. de Larrabeiti entered into an agreement with the Company on April
20, 2003 whereby he agrees not to demand the repayment from the proceeds of this
offering except for the offering expenses that have been paid by loans before
completion of this offering. The offering expenses before completion of this
offering that have been paid by loans from Mr. de Larrabeiti are $22,236 which
have not yet been repaid to him.
As of June 30, 2004, our total assets were $122,040, and our total liabilities
were $1,795.
11
ITEM 3. CONTROLS AND PROCEDURES
Based on his most recent evaluation, which was completed within 90 days of
filing of this Form 10-QSB, the Company's chief executive officer and chief
financial officer believes the Company's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14 and 15d-14) are effective. There were not
any significant changes in the Company's internal controls or no other facts
that could significantly affect these controls subsequent to the date of this
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses. The Company is presently unable to provide
segregation of duties within the Company as a means of internal control. As a
result, the Company is presently relying on overriding management reviews, and
assistance from its board of directors in providing short-term review procedures
until such time as additional funding is provided to hire additional executives
to segregate duties within the Company.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibit No. Description
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3.1* Articles of Incorporation
3.2* Bylaws
4.1* Specimen Stock Certificate
10.1* Bill of Sale Absolute
10.2* Statement of Trustee
10.3* Deed
10.4* Agreement between Clive de Larrabeiti and the Company
10.5* Agreement between Locke Goldsmith and Clive de Larrabeiti
10.6* Escrow Agreement
*Filed as an Exhibit to the Company's Registration Statement on Form
SB-2, dated December 25, 2002, and incorporated herein by this
reference.
(b) No reports on Form 8-K and no financial statements were filed during the
quarter for which this report is filed.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 27, 2004
MAYFAIR MINING & MINERALS, INC.
BY: /S/ CLIVE DE LARRABEITI
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Clive de Larrabeiti
President and Director
(who also performs the function of principal financial officer and principal
accounting officer)
BY: /S/ PAUL CHUNG
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Paul Chung
A Director