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 September 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
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MAYFAIR MINING & MINERALS, INC.
-------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 45-0487294
- ------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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 November 10, 2005: 12,149,000 common shares
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements for the period ended
September 30, 2005 have been prepared by the Company.
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
-2-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(STATED IN U.S. DOLLARS)
- ------------------------------------------------------------------------------------------------
SEPTEMBER 30 MARCH 31
2005 2005
- ------------------------------------------------------------------------------------------------
(UNAUDITED) (Audited)
ASSETS
CURRENT
Cash $ 300,592 $ 495,745
Prepaid expense 151 302
------------------------------
300,743 496,047
UNPROVEN MINERAL PROPERTY 64,286 64,286
CAPITAL ASSETS 22,273 2,879
------------------------------
$ 387,302 563,212
================================================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 15,397 $ 16,163
------------------------------
MINORITY INTEREST IN SUBSIDIARY 44,043 61,706
------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 2(c), 4 and 6)
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 September 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 (1,068,222) (836,241)
------------------------------
327,862 485,343
------------------------------
$ 387,302 $ 563,212
================================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
-3-
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 SIX MONTHS ENDED 2002 TO
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
2005 2004 2005 2004 2005
- ----------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Exploration expense $ 7,479 $ -- $ 37,081 $ -- $ 39,653
Office and sundry 26,438 4,142 35,312 7,662 67,682
Organizational costs -- -- -- -- 1,215
Professional fees 25,025 9,297 33,228 10,997 77,546
Salaries 19,169 -- 34,816 -- 40,816
Stock-based compensation -- -- -- -- 659,000
Travel 15,048 -- 32,206 967 67,445
Mineral property acquisition
costs (Note 3) -- -- -- -- 1,371
Management fees 36,000 4,906 77,000 4,906 133,736
-----------------------------------------------------------------------------------------
LOSS FOR THE PERIOD BEFORE MINORITY
INTERESTS 129,159 18,345 249,643 24,532 1,088,464
MINORITY INTEREST IN LOSS OF
SUBSIDIARY (5,286) -- (17,662) -- (20,242)
-----------------------------------------------------------------------------------------
LOSS FOR THE PERIOD 123,873 18,345 $ 231,981 $ 24,532 $ 1,068,222
==================================================================================================================================
BASIC AND DILUTED LOSS PER
SHARE (0.01) (0.00) $ (0.02) $ (0.00)
===============================================================================================================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 12,149,000 8,500,000 12,117,858 8,500,000
===============================================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
-4-
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
SIX MONTHS ENDED 2002 TO
SEPTEMBER 30 SEPTEMBER 30
2005 2004 2005
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (231,981) $ (24,532) $(1,068,222)
Non-cash items:
Stock-based compensation -- -- 659,000
Minority interest in subsidiary (17,662) -- (20,242)
Amortization 1,843 -- 1,843
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED BY
OPERATING ACTIVITIES
Prepaid expense 150 -- (152)
Accounts payable and accrued liabilities (766) (591) 15,397
------------------------------------------------
(248,416) (25,123) (412,376)
------------------------------------------------
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 (21,237) -- (24,116)
------------------------------------------------
NET INCREASE IN CASH FOR THE PERIOD (195,153) (25,123) 300,592
CASH, BEGINNING OF PERIOD 495,745 130,220 --
------------------------------------------------
CASH, END OF PERIOD $ 300,592 $ 105,097 $ 300,592
=============================================================================================================
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.
-5-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SEPTEMBER 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 -- -- 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
contributed as capital -- -- (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 -- -- -- (231,981) (231,981)
-------------------------------------------------------------------------------------
Balance, September 30, 2005 12,149,000 $ 12,149 $ 1,383,935 $(1,068,222) $ 327,862
=====================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
-6-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 six-month period ended September 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 $1,068,222 for the period from inception,
August 14, 2002, to September 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.
-7-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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.
-8-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
4. MINERAL PROPERTY INTERESTS
Zambia
On January 17, 2005, the Company entered into an agreement with two Zambian
private companies under which Mayfair Mining & Minerals (Zambia) ("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 September 30,
2005, the Company had advanced $99,500 (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
six months ended September 30, 2005, the Company paid $18,000 (September
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.
-9-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
5. CAPITAL ASSETS
SEPTEMBER 30 MARCH 31
2005 2005
------------------------------------------------
ACCUMULATED BOOK BOOK
COST DEPRECIATION VALUE VALUE
------------------------------------------------
Motor vehicles $16,800 $ 1,050 $15,750 $ --
Office and computer equipment 4,471 416 4,055 1,202
Website development costs 2,845 377 2,468 1,677
------------------------------------------------
$24,116 $ 1,843 $22,273 $ 2,879
================================================
6. COMMITMENTS AND CONTINGENCIES
a) During the second quarter ended September 30, 2005, the Company
entered into an agreement with General Research GmbH ("General"),
whereby General will complete a series of research reports pertaining
to the Zambian joint venture. In consideration for these services, the
Company will pay EUR15,000, of which EUR7,500 is due upon signing of
the agreement (paid as at September 30, 2005) with the balance payable
upon completion of the reports (unpaid as at September 30, 2005).
b) The Company is currently negotiating a contract of association and a
joint venture agreement with Bepigma Lda., a private Angolan Company.
The Company intends to acquire, through its wholly-owned UK
subsidiary, a 70% interest in the Ucua Pegatite Complex in the Bengo
Province, a short distance to the northeast of Luanda, the capital of
Angola. The terms of the agreement will require the Company to:
i) invest up to US$2.25 million dollars over three years, all at the
discretion of the Company
ii) approve and submit a work program to the Angola Ministry of Mines
within 60 days from the date of signing
iii) make an initial payment of US$45,000 as a security bond to the
Angola Ministry of Mines with a further payment of US$40,000
within 90 days of signing
As at September 30, 2005, the Company has not advanced any of the funds
required under the contract.
-10-
MAYFAIR MINING & MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
(STATED IN U.S. DOLLARS)
7. RELATED PARTY TRANSACTIONS
During the six months ended September 30, 2005, the Company paid management
fees amounting to $ 77,000 to three directors. Of this amount, $7,000
(March 31, 2005 - $5,000) was outstanding and included in accounts payable
and accrued liabilities at September 30, 2005.
8. SHARE CAPITAL
a) Common Shares
During the six month period ended September 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 for a total proceeds of $74,500.
-11-
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 September 30, 2005, we had cash resources of $ 300,592. 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.
-12-
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 September 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
-13-
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 previous quarter for gross proceeds of $74,500. Net cash provided by
financing activities from inception to September 30, 2005, was $756,500, as a
result of proceeds received from share subscriptions.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2005, our total assets were $ 387,302 and our total
liabilities were $ 15,397.
EVENTS DURING THE QUARTER
On July 13, 2005, Ali Abood joined the Advisory Board of Mayfair Mining &
Minerals, Inc.. Mr. Ali Abood is a Tanzanian by birth and from a prominent
business family there. During his career, Mr. Abood has been a Senior Advisor
and International Consultant for various multinational corporations. He has in
excess of fifteen years experience in the field of marketing and business
development in the Middle East and Africa, where he has travelled extensively,
establishing top-level contacts in business and government in most of the
countries in those regions. Prior to this, Mr. Abood has held positions as the
Chief Executive of Gulf Marketing Consultants, as the Financial Controller of
the Embassy of the State of Quatar in London and with Exxon in the Finance and
Marketing Division responsible for the Middle East and Africa. He has also
worked within the Trade Finance Department of the National Commercial Bank of
Saudi Arabia. He holds a Batchelor degree in Commerce from the University of
Cairo, Egypt where he graduated.
On 27 July 2005, the company announced that staffing and preparation of its
amethyst claims in the Kalomo area of Zambia was underway for the commencement
of production. The company's amethyst properties, which are owned 100% by
Mayfair Mining & Minerals (Zambia) Limited are located in the Mapatizya
constituency of the Kalomo District, approximately 115 kilometres from Kalomo
Town and 500 kilometres from Lusaka, the capital of Zambia. Mapatizya is the
principal amethyst mining area in Zambia and is divided into 68 licences. There
is good road access to the properties. Mayfair's mining concessions surround
Kariba Gemstones and the properties host a similar style of mineral veins to
Kariba, which is the largest amethyst producing mine in Zambia. The company is
moving bulldozing equipment on site and has now employed a total of nineteen
labourers, guards and supervisors in Mapatizya and another nineteen sorters at
the Company's headquarters in Kafue. The Mining Operations Manager, Upendo
-14-
Nyendwa, is continuing to prospect new areas within the company's concessions.
The company's aim is to have available a wide product portfolio of differing
grades of amethyst to offer the market, and will presently concentrate its
efforts on three of the four concessions held by the company - concessions SP27
and SP42, which are expected to yield bulk tonnage material and concession SP 78
where the company expects to produce high grade amethyst. Company employees will
prepare the gem quality material to the standards required for marketing
internationally. Mayfair Mining & Minerals (Zambia) Limited expects to become a
viable competitor in the Amethyst mining industry.
During the quarter the Company listed its shares on the Frankfurt Stock Exchange
under the trading symbol "M1M" with the securities number (WPKN). The Company's
specialist and market maker in Frankfurt is N.M. Fleischhacker AG.
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 and
issued an additional 149,000 shares during the previous quarter 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 September 30, 2005 our total assets were $ 387,302 and our
total liabilities were $ 15,397.
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.
-15-
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: November 10, 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)
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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 September 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) November 10, 2005
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Item 7.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
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registrant caused this report to be signed on its behalf by the undersigned,
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thereunto duly authorized.
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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)
November 10, 2005
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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 September 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: November 10, 2005
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Clive de Larrabeiti
President and
Director
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY OF 2002
In connection with the interim quarterly report pursuant to section 13 or 15(d)
of the securities exchange act of 1934 of Mayfair Mining & Minerals, Inc. on
Form 10QSB dated for the period ended September 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Quarterly Report"),
each of the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his
knowledge:
1. The Registration Statement fully complies with the requirements of Section 13
(a) pr 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Registration Statement fairly presents, in
all material respects, the financial condition and results of operation of the
Company.
November 10, 2005
By: /s/ Clive de Larrabeiti
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