SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 28, 2006
Mayfair Mining & Minerals, Inc.
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(Exact name of registrant specified in Charter)
Nevada 333-102117 45-0487294
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
The Priory, Haywards Heath,
West Sussex, UK, RH16 3LB
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(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 44-(1444)-255149
Former address:- Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QS
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(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 28, 2006, the Company entered into a share purchase agreement to acquire
the remaining 49% of the outstanding shares of Union Prospection Miniere (UPM),
a Madagascan private limited company, in a share transaction with the remaining
4 individual, unrelated shareholders, who are residents of Madagascar. In
essence, these shareholders now become shareholders in Mayfair Mining &
Minerals, Inc., and they have now committed to work with the company to expand
Mayfair's business activities in the sapphire mining and gemstone industry, in
Madagascar.
The total consideration for the remaining 49% holding in UPM was 490,000
restricted common shares of Mayfair, which is in addition to the US $640,000
cash transaction announced April 7, 2006 with Sapphire Fields Limited, whereby
the company acquired 51% ownership of UPM. The company now owns 100% of UPM.
In conjunction with the company's partners in Madagascar, a comprehensive
business plan is now being drafted outlining the corporate direction and
development of the company's goals in Madagascar. These proposed activities
include the acquisition of further precious metals and mineral mining claims for
exploration and development, further development and funding to increase
production at the company's Benahy-Imaloto or Ampasimamitaka sapphire mine,
further exploration of the company's other properties, such as Lovokadabo, the
establishment of additional gold and gemstone buying offices in the main towns
around the coast of Madagascar and the establishment of a new gemstone and
jewellery website to market the company's anticipated production.
There are no material relationships between the registrant or its affiliates and
any of the parties, other than in respect of the agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a-c) Not applicable
(d) Exhibits.
Exhibit 99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 30th day of June, 2006.
MAYFAIR MINING & MINERALS, INC.
By: /s/ "Clive de Larrabeiti"
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Clive de Larrabeiti, President