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, 2006
[ ] 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 (IRS Employer Identification No.)
incorporation or organization)
================================================================================
The Priory, Haywards Heath, West Sussex, RH16 3LB, UK
(Address of principal executive offices)
================================================================================
44-(1444)-255149
(Issuer's Telephone Number)
================================================================================
(Former name, former address and former fiscal year, if changed since last
report)
Former address:-
Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QY, UK.
================================================================================
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 September 19, 2006: 15,520,000 common shares
FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that are not based on
historical fact and that involve predictions of future events based on
assessments of certain risks, developments, and uncertainties. Such forward
looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, can be identified by the use of forward-looking terminology
such as "may", "will", "should", "expect", "anticipate", estimate", "intend",
"continue", or "believe", or the negatives or other variations of these terms or
comparable terminology. Forward looking statements may include projections,
forecasts, or estimates of future performance. Forward looking statements are
based upon assumptions that we believe to be reasonable at the time such forward
looking statements are made. Whether those assumptions will be realized will be
determined by future factors, developments, and events, which are difficult to
predict and may be beyond our control. Actual factors, developments, and events
may differ materially from those assumed. Such uncertainties, contingencies, and
developments, including those discussed in Item 6 in Management's Discussion and
Analysis of Financial Condition and Results of Operations and in "Risk Factors",
could cause our future operating results to differ materially from those set
forth in any forward looking statement. Accordingly, there can be no assurance
that any such forward looking statement, projection, forecast or estimate can be
realized or that actual returns or results will not be materially lower than
those that may be estimated.
Given these uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements. The Company disclaims any obligation to update
any such factors or to publicly announce the results of any revisions to any of
the forward-looking statements contained herein to reflect future results,
events or developments.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following interim unaudited financial statements for the period ended June
30, 2006 have been prepared by the Company.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
FIRST QUARTER CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------------------------
JUNE 30 MARCH 31
2006 2006
(UNAUDITED)
- -----------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash $ 265,833 $ 1,122,532
Inventory 92,198 -
Accounts receivable 106,813 -
Prepaid expenses 2,379 -
------------ ------------
467,223 1,122,532
PROPERTY AND EQUIPMENT 258,403 58,940
MINERAL PROPERTY INTERESTS 716,376 64,286
OTHER ASSETS 16,272 -
------------ ------------
$ 1,458,274 1,245,758
===============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 205,006 $ 103,952
------------ ------------
MINORITY INTEREST - 9,218
------------ ------------
TOTAL LIABILITIES 205,006 113,170
SHAREHOLDERS' EQUITY
COMMON STOCK
Authorized:75,000,000 shares, par value $0.001 per share
Issued and outstanding:
15,510,000 shares at June 30, 2006 and
12,149,000 shares at March 31, 2006 15,510 12,149
Common stock subscribed 30,000 1,170,500
Additional paid-in capital 4,931,574 1,759,935
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (3,723,816) (1,809,996)
------------ ------------
TOTAL SHAREHOLDERS, EQUITY 1,253,268 1,132,588
------------ ------------
$ 1,458,274 $ 1,245,758
===============================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
- ------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2006 2005 2006
- ------------------------------------------------------------------------------------------------------
SALES $ 50,026 - 50,026
EXPENSES
Exploration expense $ 293,812 $ 29,602 $ 426,076
Office and sundry 61,689 6,874 161,013
Organizational costs - - 1,215
Professional fees 66,856 8,203 235,322
Salaries 36,960 15,647 122,252
Stock-based compensation 1,372,000 - 2,407,000
Travel 32,558 17,158 153,954
Mineral property acquisition costs (Note 3) 40,461 - 41,832
Management fees 85,000 41,000 305,736
------------ ------------ ------------
1,989,336 118,484 3,854,400
LOSS FROM OPERATIONS FOR THE PERIOD BEFORE
MINORITY INTERESTS 1,939,310 118,484 3,804,374
MINORITY INTEREST IN LOSS OF SUBSIDIARY (25,490) (12,376) (80,558)
------------ ------------ ------------
NET LOSS FOR THE PERIOD $ 1,913,820 $ 106,108 $ 3,723,816
======================================================================================================
BASIC AND DILUTED NET LOSS PER SHARE $ (0.12) $ (0.01)
======================================================================================
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 12,687,898 12,083,736
======================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(STATED IN U.S. DOLLARS)
(UNAUDITED)
- -----------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
INCEPTION
AUGUST 14
THREE MONTHS ENDED 2002 TO
JUNE 30 JUNE 30
2006 2005 2006
- -----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,913,820) $ (106,108) $ (3,723,816)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES
Stock-based compensation 1,372,000 - 2,407,000
Minority interest in loss of consolidated subsidiary (25,490) (12,376) (80,558)
Charitable donation of office furniture
50,000 - 50,000
CHANGES IN ASSETS AND LIABILITIES:
Inventory (92,198) - (92,198)
Accounts receivable (106,813) - (109,192)
Prepaid expenses (2,379) 76
Accounts payable and accrued liabilities 101,054 6,864 205,006
------------ ------------ ------------
(617,646) (111,544) (1,343,758)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (484,053) (19,779) (542,993)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued 215,000 72,500 2,142,000
Share subscriptions received 30,000 - 30,000
Capital stock issue costs - - (19,416)
------------ ------------ ------------
245,000 72,500 2,152,584
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH (856,699) (58,823) 265,833
CASH, BEGINNING OF PERIOD 1,122,532 495,745 -
------------ ------------ ------------
CASH, END OF PERIOD $ 265,833 $ 436,922 $ 265,883
===========================================================================================================
INTEREST PAID $ - $ - $ -
INCOME TAXES PAID $ - $ - $ -
===========================================================================================================
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of stock in exchange for acquisition of
office furniture $ 50,000 $ - $ 50,000
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
JUNE 30, 2006
(UNAUDITED)
DEFICIT
COMMON STOCK ACCUMULATED
---------------------------- ADDITIONAL SHARE DURING THE
PAID-IN SUBSCRIPTIONS EXPLORATION
SHARES AMOUNT CAPITAL RECEIVED 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
Share subscriptions received - - - 1,170,500 - 1,170,500
Stock-based - - 376,000 - - 376,000
Compensation
Net loss for the year (973,755) (973,755)
------------ ------------ ------------ ------------ ------------ ------------
Balance, March 31, 2006 12,149,000 $ 12,149 $ 1,759,935 $ 1,170,500 $ (1,809,996) $ 1,132,588
============ ============ ============ ============ ============ ============
Continued
- ---------
The accompanying notes are an integral part of these consolidated financial statements
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
JUNE 30, 2006
(UNAUDITED)
DEFICIT
COMMON STOCK ACCUMULATED
---------------------------- ADDITIONAL SHARE DURING THE
PAID-IN SUBSCRIPTIONS EXPLORATION
SHARES AMOUNT CAPITAL RECEIVED STAGE TOTAL
------------ ------------ ------------ ------------ ------------ ------------
Continued
- ---------
Balance, March 31, 2006 12,149,000 $ 12,149 $ 1,759,935 $ 1,170,500 $ (1,809,996) $ 1,132,588
Shares issued for cash at $0.50 430,000 430 214,570 215,000
Shares allocated from share
subscriptions 2,341,000 2,341 1,168,159 (1,170,500) -
Shares issued for acquisition
of office furniture 100,000 100 49,900 50,000
Shares issued for acquisition
of subsidiary 490,000 490 367,010 367,500
Share options received 30,000 30,000
Stock based compensation 1,372,000 1,372,000
Net loss for the period (1,913,820) ((1,913,820)
------------ ------------ ------------ ------------ ------------ ------------
Balance, June 30, 2006 15,510,000 $ 15,510 $ 4,931,574 $ 30,000 $ (3,723,816) $ 1,253,268
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of these consolidated financial statements.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
1. BASIS OF PRESENTATION
The unaudited financial information in the accompanying financial
statements 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, 2006. 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, 2006, has been omitted. The results of
operations for the three-month period ended June 30, 2006, are not
necessarily indicative of results for the entire year ending March 31,
2007.
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 only realized revenues from its planned operations in the current
quarter. It is primarily engaged in the acquisition and exploration of
mining properties. Upon location of commercial minable reserves, 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 $3,723,816 for the period from inception,
August 14, 2002, to June 30, 2006, and has sales of $50,026. 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. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
3. SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated 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 accompanying consolidated 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) Basis of Consolidation.
The accompanying consolidated financial statements include the
accounts of Mayfair Mining & Minerals, Inc., its wholly-owned
subsidiaries Mayfair Mining & Minerals (UK) Ltd. Mayfair Mining &
Minerals (Madagascar) and Mayfair Gemstones Ltd, and its 70%-owned
subsidiary Mayfair Mining and Minerals (Zambia) Ltd. All significant
inter-company balances and transactions have been eliminated in
consolidation.
b) Organizational and Start Up Costs
Costs of start up activities, including organizational costs, are
expensed as incurred.
c) Inventory
Inventory is valued on a production cost basis and consists of stocks
of sapphires
d) Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a
maturity of three months or less when purchased. As of June 30, 2006
and 2005, cash and cash equivalents consists of cash only.
e) Accounts Receivable
No allowance has been made for doubtful accounts. The Company believes
that the receivables are fully collectible.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
f) 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.
g) Property and Equipment
Vehicle, equipment and web-site costs are depreciated on a
straight-line basis over useful lives ranging from 3 to 8 years.
h) 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.
i) 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.
Gains and losses on translation are recorded in the consolidated
statement of operations.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
j) 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.
k) Stock Based Compensation
The Company has adopted the recommendations of Statement of Financial
Accounting Standards No. 123 (revised 2004) - "Stock Based Payment" to
account for stock based transactions with employees, officers,
directors, and outside consultants. Accordingly, the fair value of
stock options is charged to operations or resource property costs as
appropriate, with an offsetting credit to contributed surplus. The
fair value of stock options which vest immediately is recorded at the
date of grant; the fair value of options which vest in future is
recognized on a straight-line basis over the vesting period. Any
consideration received on exercise of stock options together with the
related portion of contributed surplus is credited to share capital.
l) Environmental Remediation and Reclamation Expenditures
The operations of the Company may in the future be affected from time
to time in varying degree by changes in environmental regulations,
including those for future removal and site restoration costs. Both
the likelihood of new regulations and their overall effect upon the
Company vary greatly and are not predictable.
The Company is in the early stages of exploring its resource
properties. Remediation and reclamation expenditures will be charged
against earnings as incurred. No remediation and reclamation
expenditure have been incurred to date.
m) 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 June 30, 2006 and 2005, any
outstanding stock equivalents were anti-dilutive so basic and diluted
loss per share are the same.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
n) Financial Instruments
The carrying amounts of financial instruments, including cash and
accounts payable and accrued liabilities, approximate their fair
value.
o) Long-Lived Assets Impairment
Long-lived assets are reviewed for impairment when circumstances
indicate the carrying value of an asset may not be recoverable in
accordance with the guidance established in Statement of Financial
Accounting Standards ("SFAS") No. 144, ACCOUNTING FOR THE IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS . For assets that are to be held and
used, an impairment loss is recognized when the estimated undiscounted
cash flows associated with the asset or group of assets is less than
their carrying value. If impairment exists, an adjustment is made to
write the asset down to its fair value, and a loss is recorded as the
difference between the carrying value and fair value. Fair values are
determined based on discounted cash flows or internal and external
appraisals, as applicable. Assets to be disposed of are carried at the
lower of carrying value or estimated net realizable value. As at June
30, 2006 and 2005, the Company does not believe any adjustment for
impairment is required
p) Asset Retirement Obligations
The Company has adopted SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS which requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is
incurred. SFAS No. 143 requires a liability to be recorded for the
present value of the estimated site restoration costs with
corresponding increase to the carrying amount of the related
long-lived asset. The liability will be accreted and the asset will be
depreciated over the life of the related assets. Adjustments for
changes resulting from the passage of time and changes to either the
timing or amount of the original present value estimate underlying the
obligation will be made. The Company has not recorded any asset
retirement obligation to date as the amounts, if any, are not
significant at this time.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
4. RECENT ACCOUNTING PRONOUNCEMENTS
a) On March 31, 2004, the Emerging Issues Task Force ("EITF") issued EITF
04-2, "Whether Mineral Rights are Tangible or Intangible Assets"
("EITF 04-2") which concluded that mineral interest conveyed by leases
should be considered tangible assets. On April 30, 2004, the Financial
Accounting Standards Board ("FASB") issued amended SFAS 141 and SFAS
142 to provide that certain mineral use rights are considered tangible
assets and that mineral use rights should be accounted for based on
their substance. The amendment was effective for the first reporting
period beginning after April 29, 2004, with early adoption permitted.
The Company adopted EITF No. 04-2 on April 1, 2004.
b) On March 31, 2004, the EITF issued EITF 04-3, "Mining Assets'
Impairment and Business Combinations" ("EITF 04-3") which concluded
that entities should generally include values in mining properties
beyond proven and probable reserves and the effects of anticipated
fluctuations in the future market price of minerals in determining the
fair value of mining assets. The Company adopted EITF 04-3 on April 1,
2004.
The adoption of EITF No. 04-2 and EITF 04-03 resulted in the Company
capitalizing the acquisition costs for mineral properties acquired in
2004 and 2006.
c) In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, an amendment of APB No. 29, Accounting for
Nonmonetary Transactions". SFAS No. 153 requires exchanges of
productive assets to be accounted for at fair value, rather than at
carryover basis, unless (1) neither the asset received nor the asset
surrendered has a fair value that is determinable within reasonable
limits or (2) the transactions lack commercial substance. SFAS 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. The adoption of FASB No. 153 will not
have a material impact on the Company's consolidated financial
statements.
d) In December 2004, FASB issued Statement of Financial Accounting
Standards No. 123 (revised 2004) ("SFAS 123"), "Share-Based Payment".
The Statement establishes fair value as the measurement objective in
accounting for share-based payment arrangements and requires all
entities to apply a fair-value-based measurement in accounting for
share-based payment transactions with employees. The Company adopted
SFAS 123 effective April 1, 2004.
e) In March 2005, the Securities and Exchange Commission, (SEC issued
Staff Accounting Bulletin No.107 (SAB 107) which provides guidance
regarding the interaction of SFAS 123(R) and certain SEC rules and
regulations. The new guidance includes the SEC's view on the valuation
of share-based payment arrangements for public companies and may
simplify some of SFAS 123(R)'s implementation challenges for
registrants and enhance the information investors receive.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
4. RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
f) In March 2005, the FASB issued FIN 47, Accounting for Conditional
Asset Retirement Obligations, which clarifies that the term
'conditional asset retirement obligation' as used in SFAS 143,
Accounting for Asset Retirement Obligations, refers to a legal
obligation to perform an asset retirement activity in which the timing
and/or method of settlement are conditional on a future event that may
or may not be within the control of the entity. FIN 47 requires an
entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably
estimated. FIN 47 is effective no later than the end of the fiscal
year ending after December 15, 2005. The Company does not believe that
FIN 47 will have a material impact on its financial position or
results from operations.
g) In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This statement applies to all voluntary changes in
accounting principle and to changes required by an accounting
pronouncement if the pronouncement does not include specific
transition provisions, and it changes the requirements for accounting
for and reporting them. Unless it is impractical, the statement
requires retrospective application of the changes to prior periods'
financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal years beginning after
December 15, 2005. SFAS 154 is not expected to have a material impact
on the Company's financial statements.
5. 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) Limited ("Mayfair Zambia"), a private company, was formed.
(`The Agreement')
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
but has the right to withdraw further funding obligations at any time
if it determines that the project is no longer feasible. As at June
30, 2006, the Company had advanced $349,740 (June 30, 2005 - $77,000).
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
5. MINERAL PROPERTY INTERESTS (Continued)
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 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 $2,500 each
from 1 April 2006. 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, 2006, the company paid
$51,000 (June 30, 2005 - $9,000)
The Agreement is for a ten year term, and shall continue for successive ten
year terms unless otherwise terminated.
Mayfair Zambia's summarized financial information is as follows:
2006 2005
Current Assets $ 17,932 $ 12,203
Non-current assets 130,568 82,226
---------- ----------
148,490 94,429
Inter-company assets - 73,000
---------- ----------
Total Assets $ 148,490 $ 164,429
========== ==========
Current Liabilities $ - $ -
Non-current liabilities - -
---------- ----------
- -
Inter-company liabilities 350,478 3,000
---------- ----------
Total Liabilities $ 350,478 $ 3,000
========== ==========
Net revenue $ - $ -
Net income (loss) $ (84,966) $ (41,256)
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
5. MINERAL PROPERTY INTERESTS (Continued)
b) Madagascar
On April 18, 2006, the Company entered into an agreement to acquire a
51% interest in a Madagascan private company, Union Prospection
Miniere which controls 16 sapphire licenses covering an area of 1,487
square kilometres for a consideration of (pound)640,000 plus legal
expenses. This was financed from existing cash reserves. On May 26,
2006, the Company completed the agreement.
On June 29, 2006, the Company entered into an agreement to acquire the
remaining 49% interest in the Madagascan private company which
controls 16 sapphire licenses for a consideration of 490,000
restricted common shares in the company. The Company now owns 100% of
the Madagascan private company. The licences consist of 15 research
permits, valid for 10 years and renewable for a further 5 years and 1
exploitation permit, valid for 40 years and renewable for 20 year
periods without limit. The company has no contractual obligations in
place with the Madagascan company.
The determination of the purchase price and its allocation to the fair
values of the assets acquired and liabilities acquired as reflected in
the consolidated financial statements have been based on the Company's
valuation. The fair value of the assets and liabilities assumed in the
in the acquisition of Union Prospection Miniere are as follows:
Mineral Property Licences 652,090
Accounts receivable 60,003
Property, plant, other assets and equipment 393,860
Intangible assets 9
Accounts payable and accrued expenses (98,462)
-----------
Net assets acquired 1,007,500
-----------
The purchase price allocation is subject to adjustment, as the Company
is awaiting additional information related to the fair value of the
licences acquired and expects to receive this information no later
than nine months following the date of the acquisition.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
5. MINERAL PROPERTY INTERESTS (Continued)
Summarized below are the pro forma unaudited results of operations for the
three months ended June 30, 2006 as if the results of Union Prospection
Miniere were included for the entire period presented. The pro forma
results may not be indicative of the results that would have occurred if
the acquisition had been completed at the beginning of the period presented
or which may be obtained in the future:
For the three
months ended
June 30, 2006
Revenue $ 50,026
Net Loss $ (184,271)
6. ACQUISITIONS
a. Mayfair Mining and Minerals (UK) Limited
On November 17, 2004, the Company acquired all of the issued and
outstanding shares of an inactive corporation owned by its principal
shareholder by assuming $10 of debt.
b. Mayfair Gemstones Limited.
On February 11, 2005, the Company incorporated Mayfair Gemstones
Limited.
c. Union Prospection Miniere.
On April 18, 2006, the Company acquired 51% of Union Prospection
Miniere. On June 29, 2006, the Company acquired the remaining 49% and
now owns 100% of Union Prospection Miniere.
7. RELATED PARTY TRANSACTIONS
During the quarter ended June 30, 2006, the Company paid management fees
amounting to $30,000 (June 30, 2005 - $35,000) to two directors. Of this
amount, $10,000 (June 30,2005 - $5,000) was outstanding and included in
accounts payable and accrued liabilities at June 30, 2006.
During the quarter ended June 30, 2006, the Company paid management fees
amounting to $46,000 (June 30, 2005 - $6,000) to two members of its
advisory board. Of this amount $12,000 (June 30, 2005 - $2,000) was
outstanding and included in accounts payable and accrued liabilities at
June 30, 2006.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
8. CAPITAL STOCK
Common Shares
During the quarter ended June 30, 2006, the Company issued 2,771,000 shares
of common stock for cash at a price of $0.50 per share in a private
placement for total proceeds of $1,385,500. Of this amount, $1,170,500 was
received in the year ended March 31, 2006.
During the quarter ended June 30, 2006, the Company issued 100,000 shares
of common stock in consideration for $50,000 of office furniture which was
donated to Zamcog, which is the coordinating group of sponsors for the
development of two schools in Zambia, St. Francis High School, Malole and
Robert Shitima School, Kabwe.
During the quarter ended June 30, 2006, the Company issued 490,000 shares
of common stock in consideration for the remaining 49% interest in the
Madagascan private company.
During the quarter ended June 30, 2006, the Company received $30,000 for
the take up of 200,000 options to subscribe for shares of common stock at a
price of $0.15 per share. At June 30, 2006, these shares had not been
issued.
As of June 30, 2006 there were 108 registered holders of common stock.
There were 15,510,000 shares issued of which 13,052,550 are restricted.
9. STOCK OPTIONS
During the quarter ended June 30, 2006, the Company granted 200,000 options
to purchase restricted shares of common stock to consultants, employees,
directors and officers. The options are exercisable at a price of $0.15
until June 1, 2009 and convertible into restricted rule 144 shares, which
are restricted from trading for two years.
During the quarter ended June 30, 2006, the Company granted 2,000,000
options to purchase restricted shares of common stock to consultants,
employees, directors and officers. The options are exercisable at a price
of $0.50 until June 1, 2009 and convertible into restricted rule 144
shares, which are restricted from trading for two years.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
9. STOCK OPTIONS (Continued)
Stock Option transactions are summarized as follows:
WEIGHTED
NUMBER AVERAGE
OF EXERCISE
SHARES PRICE
----------------------------
Balance as at March 31, 2006 1,800,000 $ 0.15
Granted 200,000 0.15
Granted 2,000,000 0.50
----------------------------
Balance as at June 30, 2006 4,000,000 $ 0.32
============================
The weighted average fair value per stock option granted during the three
months ended June 30, 2006 was $0.64 (June 30, 2005 - $Nil)
Stock based compensation expense recorded for the quarter ended June 30,
2006 included $ 529,000 for employees, officers and directors, and $
843,000 for consultants, for a total of $ 1,372,000. The compensation
comprised options, all of which were outstanding at June 30, 2006.
The following weighted average assumptions were used for the Black-Scholes
valuations of stock options granted:
Dividend yield 0
Expected volatility 175%
Risk free interest rate 3.25%
Expected life from the date of grant 3 years
Changes in the subjective input assumptions can materially affect the fair
value estimate and, therefore, the existing models do not necessarily
provide a reliable measure of the fair value of the Company's stock
options.
10. INCOME TAXES
The Company is subject to United States income taxes, and United Kingdom
and Zambia income taxes (to the extent of its operations in the United
Kingdom, Zambia and Madagascar). The Company had no income tax expense
during the reported periods due to net operating losses.
MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The related method of determining fair value and carrying value of the
Corporation's financial instruments were as follows: the fair value of current
assets and current liabilities approximates their carrying amounts due to the
short-term maturity of these instruments. The Corporation is exposed to market,
credit and currency risks arises in the normal course of the Corporation's
business. Derivative financial instruments are not used to reduce exposure to
the above risks.
CONCENTRATION OF CREDIT RISK - Financial instruments that potentially expose the
Corporation to concentrations of credit risk consist primarily of cash and cash
equivalent. Management of the Corporation believes the likelihood of incurring
material losses due to concentration of credit risk is remote.
INTEREST RATE RISK - The Corporations potential interest rate risk is minimal
and management considers the risk insignificant.
FOREIGN CURRENCY RISK - The Corporation undertakes transactions denominated in
foreign currencies. Accordingly, these activities may result in foreign currency
exposure. The Corporation does not hedge its foreign currency risk.
12. SEGMENT INFORMATION
The Company operates in one reportable segment, being th exploration of mineral
properties, in Zambia and Madagascar
13. SUBSEQUENT EVENTS
On September 8 2006, the company signed a letter of intent to acquire 100%
ownership of a further 61 mining permits covering an area of 381.25 square
kilometres in the principal sapphire producing area of Ilakaka in Southern
Madagascar. The consideration to be paid for this acquisition is 7,000,000
shares of Common Stock, issued with restrictions under Rule 144 of the
Securities Act 1933, as amended, and a cash payment of $250,000.
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 an exploration-stage company, and have not yet generated or realized any
revenues from our business operations. As of June 30, 2006, we had cash
resources of $265,833. 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 has relinquished its option on 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 has transferred into the Zambian joint venture company three
prospective mining projects.
The Company allocated US $ 150,000.00 during fiscal 2005 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. This work has now been substantially completed and
production of gold and amethyst is expected to commence during calendar 2006.
The budget for further work on the properties has been increased to $750,000 for
the coming year. The Company has established the headquarters of the Zambian
subsidiary in Kafue, a town 30 kilometers from Lusaka.
RESULTS OF OPERATIONS
From Inception to June 30, 2006.
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 has relinquished its option on 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 was utilized for working capital requirements
for our mining projects in Zambia. Combined with the balance of the funds
remaining from our initial public offering of $150,000 and the subsequent
private placements 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, of which there can be no assurance.
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 June 30, 2006, was $2,152,584 as a result
of proceeds received from private placement share subscriptions and share
options exercised by employees, consultants and directors.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2006, our total assets were $1,458,274 and our total liabilities
were $205,006.
EVENTS DURING THE QUARTER
On April 10, 2006 the company closed a private placement financing for gross
proceeds of $1,385,500. The offering consisted of 2,771,000 units at $0.50
cents, comprised of one restricted share of common stock and one warrant to
purchase one restricted share of common stock, exercisable at US $0.60 at any
time within 2 years of the offering.
On April 11, 2006, the company announced that Mr. Klaus Fey had been appointed
as the Marketing Manager of the company's Zambian subsidiary. Mr. Fey was
responsible for the sales and marketing of product for the company's amethyst
mining operations. Sadly, on May 24, 2006 Mr. Fey passed away due to an attack
of malaria. His duties have been assumed by his trainee and the local management
of the Zambian subsidiary.
On April 18, 2006, the company announced that it had acquired 51% of the
outstanding shares of Union Prospection Miniere (UPM), a Madagascan private
limited company in a cash transaction with Sapphire Fields Limited, a
corporation existing under the laws of the British Virgin Islands. The total
consideration for this acquisition was US $640,000 plus legal expenses. This
included an independent geological report of the sapphire properties by John
Langlands of ACA Howe International Limited. ACA Howe International Limited is
an internationally recognised, independent geological and mining consultancy
with offices in Canada, where it was established in 1961, and in the United
Kingdom, where it has operated since 1978. As a result of this transaction
Mayfair Mining has acquired control of 16 sapphire licenses covering an area of
1,487 square kilometres in the Ilakaka sapphire mining district in Southern
Madagascar. On May 26, 2006, the company announced that it had closed and
completed the acquisition of control of Union Prospection Miniere, Madagascar.
On May 8, 2006, the company announced that it had retained The Vine Group, a
boutique Investment Banking and Corporate Advisory firm with international
affiliations. The Vine Group's mandate is to increase the company's shareholder
base and raise investor awareness and goodwill within the Chinese investor
community in North America and China.
On June 2, 2006, the company awarded the following Employee Stock Options,
reserved as of February 7, 2005. The options were granted at an option exercise
price of US$0.15 per share and must be exercised within three (3) years from
date of grant or the options are null, void and worthless:
Islee Oliva Salinas, Consultant, UK - 50,000
Evelyn YK Lee, Consultant, North America - 50,000
Karen McHugh, Consultant, UK - 50,000
Peter Mills, Head of Accounting - 50,000
On June 2, 2006, the company awarded the following Employee Stock Options,
reserved as of February 8, 2006, to the following individuals. The options were
granted at an option exercise price of US $0.50 per share and must be exercised
within three (3) years from date of grant or the options are null, void and
worthless.
Clive de Larrabeiti, President- 500,000 shares
Michael Smith, Vice President- 100,000 shares
Michael Morrison, Legal Counsel- 150,000 shares
Claudio Morandi, Corporate Finance Consultant- 100,000 shares
Dany Goreeba, Managing Director, UK - 100,000
Ali Abood, Advisory Board Member - 50,000
Christopher Davie, Director - 50,000
Earl Young, Advisory Board Member - 500,000
Midgaard Capital, Inc. - Consultants, North America - 350,000
Vine Group, Corporate Finance Consultants - 50,000
Peter Mills, Head of Accounting - 50,000
EVENTS SUBSEQUENT TO THE QUARTER
On July 3, 2006, the company announced that it had acquired the remaining 49% of
the outstanding shares of Union Prospection Miniere in a share transaction with
the remaining shareholders, who are residents of Madagascar. The company now
owns 100% of UPM.
On July 11, 2006, the company filed an 8-K with the SEC, dated July 11, 2006
reporting the change of auditors from Morgan & Company, Chartered Accountants of
Vancouver, Canada to Chantrey Vellacott DFK of London, England.
On July 20, 2005, Christopher Davie resigned as a Director of the Company,
citing increasing responsibilities in his other ventures. There was no
disagreement between the Company and Mr. Davie on any issue.
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 June 30, 2006 our total assets were $1,458,274 and our
total liabilities were $205,006. On April 10, 2006 the company closed a private
placement financing for gross proceeds of $1,385,500. The offering consisted of
2,771,000 units at $0.50 cents, comprised of one restricted share of common
stock and one warrant to purchase one restricted share of common stock,
exercisable at US $0.60 at any time with 2 years of the offering.
Controls and Procedures
In connection with this report, management carried out an evaluation, under the
supervision and with the participation of the management, including the
President and principal accounting officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, the President and principal
accounting officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this Report on Form
10-QSB, as at June 30, 2006.
There were significant changes in the Company's internal controls due to the
employment of a full time book keeper and Head of Accounting. These were
positions that were previously handled on a part time basis. As a result of this
change, there are appropriate segregation of duties within the Company as a
means of internal control.
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.
REPORTS ON FORM 8-K
A Form 8-K was filed on January 17, 2005.
A Form 8- K was filed on May 31, 2005.
A Form 8-K was filed on June 3, 2005.
A Form 8-K was filed on April13, 2006.
A Form 8-K was filed on June 28, 2006.
A Form 8-K was filed on July 7, 2006.
A Form 8-K was filed on July 20, 2006.
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
Clive de Larrabeiti
President and Director (who also performs the function of chief financial
officer and principal accounting officer)
September 19, 2006