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): July 7, 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
Paxhill, Park Lane, Lindfield, 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 4.01 - CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT
CHANGE IN CERTIFYING ACCOUNTANT
On July 7, 2006, MAYFAIR MINING & MINERALS, INC. (the "Corporation") retained
the firm of Chantrey Vellacott DFK LLP is a limited liability partnership
registered in England and Wales (No. OC313147) whose registered office is at
Russell Square House, 10-12 Russell Square, London WC1B 5LF ("Chantrey"), as its
independent registered accounting firm engaged to audit the financial statements
of the Corporation.
During its two most recent fiscal years ended March 31, 2005 and 2004, the
Company did not consult with Chantrey regarding the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of opinion that might be rendered regarding our financial statements, nor did
the Company consult with Chantrey with respect to any accounting disagreement or
any reportable event as such term is defined by paragraph (a)(1)(iv) of Item 304
of Regulation S-B.
Morgan & Company, Chartered Accountants, Vancouver, British Columbia, Canada,
neither resigned nor refused to stand for re-appointment, but rather, the
Company, by recommendation and approval of its Board of Directors (the Company
does not have an audit or similar committee), determined that it would be more
convenient and efficient to appoint an auditor in London, England, which is
geographically proximate to the Company's mind, management and certain assets.
The report of Morgan & Company, Chartered Accountants, on the financial
statements for either of the past two years did not contain an adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles, except for an opinion as to the Company's
status as a going concern.
During the Company's two most recent fiscal years, and any interim period
preceding replacement, there were no disagreements with Morgan & Company,
Chartered Accountants, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, in any regard.
The Company has, prior to filing hereof, provided Morgan & Company, Chartered
Accountants, and Chantrey with a copy of this report and disclosures for review
and comment, if applicable. Morgan & Company, Chartered Accountants, has
provided the Company with a copy of a letter addressed to the S.E.C. in this
regard, and a copy of such letter has been included as an exhibit to this
filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a-c) Not applicable
(d) Exhibits.
Exhibit 99.1 Letter from Morgan & Company, Chartered Accountants
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: July 11, 2006
MAYFAIR MINING & MINERALS, INC.
By: /s/ "Clive de Larrabeiti"
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Clive de Larrabeiti, President