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 June 30, 2005
[ ] 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)
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Nevada 45-0487294
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QS, UK
(Address of principal executive offices)
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44-(1444)-487100
(Issuer's Telephone Number)
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(Former name, former address and former fiscal year, if changed since
last report)
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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 23 August, 2005: 12,149,000 common shares
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements for the period ended June
30, 2005 have been prepared by the Company.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
FIRST QUARTER FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
- ---------------------------------------------------------------------------------------------
JUNE 30 MARCH 31
2005 2005
----------- -----------
ASSETS
CURRENT
Cash $ 436,922 $ 495,745
Prepaid expense 226 302
----------- -----------
437,148 496,047
UNPROVEN MINERAL PROPERTY 64,286 64,286
CAPITAL ASSETS 22,657 2,879
----------- -----------
$ 524,091 563,212
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LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 23,027 $ 16,163
----------- -----------
MINORITY INTEREST IN SUBSIDIARY 49,329 61,706
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 2(c) and 4)
STOCKHOLDERS' EQUITY
CAPITAL STOCK
Authorized:
75,000,000 Common shares, par value $0.001 per share
Issued and outstanding:
12,149,000 Common shares at June 30, 2005 and
12,000,000 Common shares at March 31, 2005 12,149 12,000
Additional paid-in capital 1,383,935 1,309,584
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (944,349) (836,241)
----------- -----------
451,735 485,343
----------- -----------
$ 524,091 $ 563,212
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The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
CUMULATIVE
PERIOD FROM
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2005 2004 2005
------------ ------------ ------------
EXPENSES
Exploration expense $ 29,602 $ -- $ 32,174
Office and sundry 8,874 3,520 41,055
Organizational costs -- -- 1,215
Professional fees 8,203 1,700 52,710
Salaries 15,647 -- 21,647
Stock-based compensation -- -- 659,000
Travel 17,158 967 52,397
Mineral property acquisition costs (Note 3) -- -- 1,371
Management fees 41,000 -- 97,736
------------ ------------ ------------
LOSS FOR THE PERIOD BEFORE MINORITY INTERESTS
$ 120,484 $ 6,187 $ 959,305
MINORITY INTEREST IN LOSS OF SUBSIDIARY (12,376) -- (14,956)
------------ ------------ ------------
LOSS FOR THE PERIOD $ 108,108 $ 6,187 $ 944,349
===============================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.01)
===============================================================================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 12,086,374 8,500,000
===============================================================================
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(STATED IN U.S. DOLLARS)
CUMULATIVE
PERIOD FROM
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2005 2004 2005
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (108,108) $ (6,187) $ (944,349)
Non-cash items:
Stock-based compensation -- -- 659,000
Minority interest in subsidiary (12,376) -- (14,956)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED BY
OPERATING ACTIVITIES
Prepaid expense 76 -- (226)
Accounts payable and accrued liabilities 6,864 (1,993) 23,027
------------- ------------- -------------
(113,544) (8,180) (277,504)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued 74,500 -- 756,500
Capital stock issue costs -- -- (19,416)
------------- ------------- -------------
74,500 -- 737,084
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITY
Purchase of capital assets (19,779) -- (22,658)
------------- ------------- -------------
NET INCREASE IN CASH FOR THE PERIOD (58,823) (8,180) 436,922
CASH, BEGINNING OF PERIOD 495,745 130,220 --
------------- ------------- -------------
CASH, END OF PERIOD $ 436,922 $ 122,040 $ 436,922
=========================================================================================================
INTEREST PAID $ -- $ -- $ --
TAXES PAID $ -- $ -- $ --
=========================================================================================================
NON-CASH TRANSACTION
During the year ended March 31, 2005, the Company acquired a 70% interest in
unproven mineral properties in Zambia valued at $64,286 in exchange for a
commitment to invest $150,000 in the properties (Note 4)
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
JUNE 30, 2005
(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
(Note 6) -- -- 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
(Note 6) -- -- 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
contributed as capital (Note 6)
-- -- (23,611) -- (23,611)
Shares issued for cash at $0.15
3,500,000 3,500 521,500 -- 525,000
Stock-based compensation -- -- 659,000 -- 659,000
Net loss for the year -- -- -- (801,478) (801,478)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 2005 12,000,000 12,000 1,309,584 (836,241) 485,343
Shares issued for cash at
$0.50 149,000 149 74,351 -- 74,500
Net loss for the period -- -- -- (108,108) (108,108)
----------- ----------- ----------- ----------- -----------
Balance, June 30, 2005 12,149,000 $ 12,149 $ 1,383,935 $ (944,349) $ 451,735
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
1. BASIS OF PRESENTATION
The unaudited financial information furnished herein reflects all
adjustments, which in the opinion of management are necessary to fairly
state the Company's financial position and the results of its operations
for the periods presented. This report on Form 10-QSB should be read in
conjunction with the Company's financial statements and notes thereto
included in the Company's Form 10-KSB for the fiscal year ended March 31,
2005. The Company assumes that the users of the interim financial
information herein have read or have access to the audited financial
statements for the preceding fiscal year and that the adequacy of
additional disclosure needed for a fair presentation may be determined in
that context. Accordingly, footnote disclosure, which would substantially
duplicate the disclosure contained in the Company's Form 10-KSB for the
fiscal year ended March 31, 2005, has been omitted. The results of
operations for the three-month period ended June 30, 2005, are not
necessarily indicative of results for the entire year ending March 31,
2006.
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
accumulated a deficit of $944,349 for the period from inception,
August 14, 2002, to June 30, 2005, 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.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(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) 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.
b) Mineral Property Acquisition Payments and Exploration Costs
The Company records its interest in mineral properties at cost. The
Company expenses all costs incurred on mineral properties to which it
has secured exploration rights, other than acquisition costs, prior to
the establishment of proven and probable reserves. If and when proven
and probable reserves are determined for a property and a feasibility
study prepared with respect to the property, then subsequent
exploration and development costs of the property will be capitalized.
The Company regularly performs evaluations of any investment in
mineral properties to assess the recoverability and/or the residual
value of its investments in these assets. All long-lived assets are
reviewed for impairment whenever events or circumstances change which
indicate the carrying amount of an asset may not be recoverable.
c) Capital Assets
Vehicles, equipment and website costs are depreciated on a
straight-line basis over useful lives ranging from 3 to 8 years.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
4. MINERAL PROPERTY INTERESTS
a) Zambia
On January 17, 2005, the Company entered into an agreement with two
Zambian private companies under which Mayfair Mining & Minerals
(Zambia) Ltd. ("Mayfair Zambia"), a private company, was formed.
Under the agreement, the Company agreed to provide a loan of $150,000
to Mayfair Zambia as the first year's budget to incorporate Mayfair
Zambia and set up the infrastructure necessary to perform three years
of work programs, and to fund plant requirements to reopen an amethyst
mine. As consideration for making the loan, the Company received a 70%
equity interest in Mayfair Zambia. The Company will be repaid the loan
from proceeds from mining operations, if any.
The Company is required to advance $12,500 of loan proceeds per month.
The Company has the right to withdraw its remaining funding
obligations if it determines that the project is no longer feasible.
As at June 30, 2005, the Company had advanced $77,000 (March 31, 2005
- $12,500).
The two Zambian private companies transferred all their rights and
interests to mining licenses in three prospective mining projects to
Mayfair Zambia in return for a 30% equity interest. The unproven
mineral properties acquired under the arrangement have been recorded
at an estimated fair value of $64,286.
Under the terms of the agreement, two principals of the
non-controlling interest holders are employed under contract to direct
the day to day working operations of Mayfair Zambia at a monthly
salary of $1,500 each. The employment contract is for one year and is
automatically renewable each year unless either party provides one
month's termination notice. For the year ended June 30, 2005, the
Company paid $9,000 (June 30, 2004 - $Nil) under these contracts
The agreement is for a ten year term, and shall continue for
successive ten year terms unless otherwise terminated.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
5. CAPITAL ASSETS
JUNE 30 March 31
2005 2005
ACCUMULATED BOOK Book
COST DEPRECIATION VALUE Value
---------- ---------- ---------- ----------
Motor vehicles $ 16,800 $ -- $ 16,800 $ --
Office and computer equipment 4,471 151 4,320 1,202
Website development costs 1,677 140 1,537 1,677
---------- ---------- ---------- ----------
$ 22,948 $ 291 $ 22,657 $ 2,879
========== ========== ========== ==========
6. RELATED PARTY TRANSACTIONS
During the quarter ended June 30, 2005, the Company paid management fees
amounting to $41,000 to two directors. Of this amount, $7,000 (March 31,
2005 - $5,000) was outstanding and included in accounts payable and accrued
liabilities at June 30, 2005.
7. SHARE CAPITAL
a) Common Shares
During the period ended June 30, 2005, the Company issued 149,000
shares of common stock for cash at a price of $0.50 per share in a
private placement
8. SUBSEQUENT EVENT
On May 24, 2005, the Company entered into an agreement to acquire a 70%
interest in a mineral complex in Angola. Under the terms of the agreement,
the Company may invest up to $2.25 million over three years, all at the
discretion of the Company. The Company retains all financial and
operational control. The Company was required to make an initial payment of
$45,000 and is required to make a further payment of $40,000 within 90
days. No payments have been made to date.
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, especially since we are engaged in
the mining industry, one fraught with uncertainties and risks of operations.
We are a start-up, exploration-stage company, and have not yet generated or
realized any revenues from our business operations.
As of June 30, 2005, we had cash resources of $ 436,922. We do not know how long
this money will last; however, we subjectively estimate it will last for 12
months. It depends on many factors and uncertainties, including the amount of
exploration we conduct and the cost thereof.
In October of 2002, we acquired the rights to explore the mineral property in
British Columbia containing six one unit claims.
The property is located in an area where exploration dates from 1891. According
to MINDEP Computer Files at the University of British Columbia, silver, lead and
zinc were found in the claims adjacent to the property.
On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January, 2005 the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the Company. The
Company does not intend to retain this property.
On January 17, 2005 the company signed a joint venture agreement with the
Nyendwa Family and their associated corporations. Pursuant to the Agreement, the
Company incorporated a new Zambian joint venture company - Mayfair Mining and
Minerals (Zambia) Limited. The new Zambian joint venture company is owned 70% by
Mayfair Mining and Minerals (UK) Ltd. and 30% by the Nyendwa Family of Kafue,
Zambia. Mayfair Mining and Minerals (UK) Ltd. is a wholly owned subsidiary of
Mayfair Mining and Minerals, Inc. In return for their 30% shareholdings, the
Nyendwa family is transferring into the Zambian joint venture company three
prospective mining projects.
The Directors are currently carrying out an in - house evaluation of all the
data on the three license areas, design of the work and production programs and
preparation of budgets for the three properties. The Company has provisionally
allocated US $ 150,000.00 during the first year for the purposes of sampling and
testing of the bedrock, elluvial and alluvial gold and platinum group metals in
Funswe River and Nansenga Stream and also for the re-establishment of production
and processing of amethyst in the Mapatizya mining concessions. The Company will
establish the headquarters of the Zambian subsidiary in Kafue, a town 30
kilometers from Lusaka.
On May 31, 2005, the company signed a Contract of Association and a joint
venture with Bepigma Lda., a private company in Angola. Mayfair Mining has been
granted, through its wholly-owned UK subsidiary, a 70% interest in the Ucua
Pegmatite Complex in Bengo Province, a short distance to the north east of
Luanda, the capital of Angola.
RESULTS OF OPERATIONS
From Inception to June 30, 2005.
In October of 2002, we acquired the rights to explore a mineral property in
British Columbia containing six one unit claims.
On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the company. The
company does not intend to retain this property.
On August 13, 2004 the company was given clearance to trade on the OTC Bulletin
Board regulated by the NASD, under the trading symbol "MFMM".
During November 2004 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 to be utilized for working capital
requirements for potential mining projects in Africa. Combined with the balance
of the funds remaining from our initial public offering of $150,000 and the
subsequent private placement completed, we anticipate we will be able to satisfy
our cash requirements for the next twelve months. 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.
As of the date of this report, Mr. de Larrabeiti had loaned to us $23,611. This
amount was fully repaid from the proceeds of the November 2004 private
placement.
The company also placed a further 149,000 shares by a private placement during
the quarter under review for gross proceeds of $74,500. Net cash provided by
financing activities from inception to June 30, 2005, was $737,084, as a result
of proceeds received from share subscriptions.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2005, our total assets were $524,091 and our total liabilities
were $23,027.
EVENTS DURING THE QUARTER
The Company issued 149,000 units at a price of $0.50 unit for gross proceeds of
$74,500 in a private placement. Each unit consists of one share of restricted
common stock and one warrant to purchase one share of restricted common stock at
an exercise price of $0.60 per share at any time within the next two years.
On May 4, 2005, the company's Zambian subsidiary, Mayfair Mining & Minerals
(Zambia) Limited, received approval by the Projects Approval Committee of the
Zambian Investment Centre based in Lusaka, Zambia. The company has now been
issued an Investment Certificate which confers a right to the duty free import
of mining equipment and reduced mineral royalty and corporate taxes, as well as
unrestricted repatriation of profits, dividends and royalties from activities in
Zambia.
On May 31, 2005, the company announced the signing of a Contract of Association
and a joint venture with Bepigma Lda., a company in Angola. Mayfair Mining has
been granted, through its wholly-owned UK subsidiary, a 70% interest in the Ucua
Pegmatite Complex in Bengo Province, a short distance to the north east of
Luanda, the capital of Angola.
On June 6, 2005, Christopher Davie joined the Board of Directors of Mayfair
Mining & Minerals, Inc. Mr. Davie has been actively involved in the mining
industry for thirty five years. Previously, he was the President and CEO of
Queenstake Resources and its predecessor companies, Castle Exploration and Santa
Cruz Gold. Mr. Davie is an Associate at the Camborne School of Mines and holds
an MSc in Mining Engineering from the University of London, where he graduated
in 1973.
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 for the amount of $525,000. We
issued 149,000 shares during the quarter under review for the amount of $74,500.
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 in full from the proceeds of the private placement in November, 2004.
As of June 30, 2005 our total assets were $524,091 and our total liabilities
were $23,027.
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
*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.
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: August 23, 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)
I, Clive de Larrabeiti, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Mayfair Mining &
Minerals, Inc., for the period ended June 30, 2005.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respect the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
(Signature) /s/ "Clive de Larrabeiti"
------------------------------
Clive de Larrabeiti
(Title) President and Director
(Date) August 23, 2005
Item 7.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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)
August 23, 2005
CERTIFICATIONS
SECTION 302 CERTIFICATION
I, Clive de Larrabeiti, certify that:
1. I have reviewed this interim quarterly report on Form 10-QSB of Mayfair
Mining & Minerals, Inc., for the period ended June 30, 2005;
2. Based on my knowledge, this interim quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this interim quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this interim
quarterly report;
4. The registrant's other officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this interim quarterly report (the "Evaluation Date"); and
c) presented in this interim quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other officers and I have indicated in this quarterly report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
By /s/ Clive de Larrabeiti
Date: August 23, 2005
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Clive de Larrabeiti
President and
Director