UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the
Quarterly period ended December 31, 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
(State or other jurisdiction of incorporation or (IRS Employer
organization) Identification No.)
================================================================================
Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QS, UK
(Address of principal executive offices)
================================================================================
44-(1444)-487100
(Issuer's Telephone Number)
================================================================================
(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 February 14, 2005: 12,000,000 common shares
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements for the period ended
December 31, 2004 have been prepared by the Company.
1
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
2
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM BALANCE SHEET
(STATED IN U.S. DOLLARS)
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 31 MARCH 31
2004 2004
- -----------------------------------------------------------------------------------------------------------------------
(Audited)
ASSETS
CURRENT
Cash $ 567,242 $ 130,220
=======================================================================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 800 $ 3,788
-------------- --------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
75,000,000 Common shares, par value $0.001 per share
Issued and outstanding:
12,000,000 common shares at December 31, 2004
8,500,000 common shares at March 31, 2004 12,000 8,500
Additional paid-in capital 650,584 152,695
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (96,142) (34,763)
-------------- --------------
566,442 126,432
-------------- --------------
$ 567,242 $ 130,220
=======================================================================================================================
3
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF OPERATIONS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
CUMULATIVE
FROM DATE
OF INCEPTION
AUGUST 14
THREE MONTHS ENDED NINE MONTHS ENDED 2002 TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2004 2003 2004 2003 2004
- ------------------------------------------------------------------------------------------------------------------------
EXPENSES
Office and sundry $ 4,998 $ 2,964 $ 12,660 $ 3,941 $ 19,261
Organizational costs -- -- -- -- 1,215
Professional fees (677) 9,361 10,320 17,529 33,101
Travel 12,633 -- 13,600 -- 16,395
Mineral property acquisition
costs
(Note 4) -- -- -- 930 1,371
Management fees 19,893 -- 24,799 -- 24,799
- ------------------------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ 36,847 $ 12,325 $ 61,379 $ 22,400 $ 96,142
========================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ 0.01 $ 0.01 $ 0.01 $ 0.01
=======================================================================================================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 10,752,500 7,000,000 9,253,564 7,000,000
=======================================================================================================
4
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
- ----------------------------------------------------------------------------------------------------
CUMULATIVE
FROM DATE
OF INCEPTION
AUGUST 14
NINE MONTHS ENDED 2002 TO
DECEMBER 31 DECEMBER 31
2004 2003 2004
- ----------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (61,379) $ (22,400) $ (96,142)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED BY
OPERATING ACTIVITIES
Accounts payable and accrued liabilities (2,988) (77) 800
----------------------------------------
(64,367) (22,477) (95,342)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Share capital issued 525,000 -- 682,000
Deferred share issue costs -- (5,842) (19,416)
Related party loan payable (23,611) 7,075 --
Share subscription received -- 150,000 --
----------------------------------------
501,389 151,233 662,584
----------------------------------------
(DECREASE) INCREASE IN CASH 437,022 128,756 567,242
CASH, BEGINNING OF PERIOD 130,220 6,748 --
----------------------------------------
CASH, END OF PERIOD $ 567,242 $ 135,504 $ 567,242
====================================================================================================
5
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
DECEMBER 31, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
COMMON STOCK DEFICIT
-------------------------------------------- ACCUMULATED
ADDITIONAL DURING THE
PAID-IN EXPLORATION
SHARES AMOUNT CAPITAL STAGE TOTAL
-------------------------------------------------------------------------------
Shares issued for cash at
$0.001 7,000,000 $ 7,000 $ -- $ -- $ 7,000
Related party loan payable
contributed as capital -- -- 16,536 -- 16,536
Net loss for the period -- -- -- (3,291) (3,291)
-------------------------------------------------------------------------------
Balance, March 31, 2003 7,000,000 7,000 16,536 (3,291) 20,245
Related party loan payable
contributed as capital -- -- 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)
-------------------------------------------------------------------------------
Balance, March 31, 2004 8,500,000 8,500 152,695 (34,763) 126,432
Repayment of related party loan
payable to principal
shareholder -- -- (23,611) -- (23,611)
Shares issued for cash at $0.15 3,500,000 3,500 521,500 -- 525,000
Net loss for the period -- -- -- (63,776) (63,776)
-------------------------------------------------------------------------------
Balance, December 31, 2004 12,000,000 $ 12,000 $ 650,584 $ (98,539) $ 564,045
===============================================================================
6
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The interim financial statements as of December 31, 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 $96,142 for the period from
inception, August 14, 2002, to December 31, 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
DECEMBER 31, 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
DECEMBER 31, 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 December 31, 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.
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 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 British Columbia in late October, 2003 in
order to complete Phase 1 by the end of November, 2003. However, due to snow in
the region, we delayed commencement of Phase 1 until June, 2004. The independent
geologist, Locke B. Goldsmith, has reported that the field work on the company's
claims was completed on September 15, 2004. The samples taken from the property
were submitted for analysis on Sept 21, 2004. The report on the results is
underway and will be completed when the results are received.
Subject to the results of this exploration program, we would then start Phase 2
in June, 2005 and complete Phase 2 at the end of August, 2005. Phase 2 would
take approximately three months to complete and would cost $35,000. We would
start Phase 3 at the beginning of November, 2005 and complete Phase 3 at the end
of September, 2006. 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
During the period under review, the company completed a private placement equity
funding with a number of accredited investors and European institutions for
gross proceeds to the company of US $525,000 by the sale of 3,500,000 shares at
a price of $0.15 cents. This funding is going to be utilised for working capital
requirements and to review potential mining projects in Africa. Combined with
the balance of funds remaining from our initial public offering of $150,000, we
anticipate we will be able to satisfy our cash requirements for the next twelve
months. As of the date of this report, Mr. de Larrabeiti had loaned to us
$23,611. This amount was repaid during the period from the proceeds of the
private placement. The company is now listed on the OTC Bulletin Board under the
trading symbol "MFMM".
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. The mining business is fraught with
uncertainties and risks. Our business is also subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the anticipated exploration of our mining claims, and
possible cost overruns due to price and cost increases in goods and services.
RESULTS OF OPERATIONS
>From Inception to December 31, 2004.
We acquired our mining interest on a property located in British Columbia and,
if warranted by a property analysis and report being prepared by an independent
geologist, we may commence 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. The company also placed a further 3,500,000
shares by a private placement during the period. Net cash provided by financing
activities from inception to December 31, 2004, was $685,908, 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. We issued 3,500,000 shares
during November, 2004 in a private placement. Since our inception, Mr. de
Larrabeiti advanced to us the total sum of $23,611, which was used for
organizational and start-up costs, operating capital and offering expenses
incurred prior to the completion of this offering. The loan was repaid during
the period under review. As of December 31, 2004 our total assets were $567,242
and our total liabilities were $800.
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
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
31 Certification provided pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification provided pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
*Filed as an Exhibit to the Company's Registration Statement on Form SB-2, dated
December 25, 2002, and incorporated herein by this reference.
12
(b) No reports on Form 8-K and no financial statements were filed during the
quarter for which this report is filed.
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: February 14, 2005
MAYFAIR MINING & MINERALS, INC.
BY: /S/ CLIVE DE LARRABEITI
-----------------------
Clive de Larrabeiti
President and Director
(who also performs the function of principal financial officer and principal
accounting officer)
BY: /S/ PAUL CHUNG
--------------
Paul Chung
A Director
13