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): November 30, 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)
South Lodge, Paxhill Park,
Lindfield, West Sussex, UK, RH16 2QY
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(Address of principal executive offices, including Zip Code)
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: +44(01444) 220 210
The Priory, Haywards Heath, West Sussex, RH16 3LB
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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 8.01. OTHER EVENTS.
De-listing from OTCBB
Due to the fact that the Company's operations in Africa grew so rapidly
during the last year and the fact that the Company's administrative offices are
based in the UK, it was felt that a move to a UK-based SEC-qualified auditor was
necessary and appropriate. Unfortunately, the process of finding a firm with the
skill sets and disposition to deal with a small, rapidly growing Company with
assets and operations in Africa, and trading on a U.S. exchange, was not easy
and resulted in delays to the preparation of the Company's audited and unaudited
accounts, and a resultant delay in making timely filings of our required reports
with the SEC.
The Company was fortunate to appoint Chantrey Vellacott DFK as the
Company's UK auditors. Accounting infrastructure, both in Zambia and in the UK,
has now been considerably augmented to ensure that all necessary controls and
procedures are in place. The Company's principals and accounting staff recently
visited Madagascar and have implemented the same programs in that country to
help ensure that accounting and year-end audit processes are as efficient and
timely as possible. The Company has considerably strengthened its UK management
team with the addition of accounting, audit, legal and secretarial personnel to
assist in the day-to-day organisation of the Company.
However, due to the rapid expansion of the Company's holdings in both
countries and the increased activities, further delays to the Company's
subsequent filings were experienced due to reporting difficulties and delays
encountered in each country resulting in an inability to reconcile the accounts
in time to meet SEC filing deadlines. Unfortunately, this resulted in the
delisting of the Company's shares from the OTCBB and relegation to the Pink
Sheets market for a period of one year, commencing November 30, 2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
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.
February 5, 2007
MAYFAIR MINING & MINERALS, INC.
By: /s/ "Clive de Larrabeiti"
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Clive de Larrabeiti, President