Attached files
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| EX-32.1 - CERTIFICATION - MAYFAIR MINING & MINERALS INC | mayfair_ex3201.htm |
| EX-31.2 - CERTIFICATION - MAYFAIR MINING & MINERALS INC | mayfair_ex3102.htm |
| EX-31.1 - CERTIFICATION - MAYFAIR MINING & MINERALS INC | mayfair_ex3101.htm |
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[x]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2011
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OR
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[_]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from
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Commission file number 333-102117
MAYFAIR MINING & MINERALS, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction of incorporation or organization)
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45-0487294
(Employer Identification No.)
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MAYFAIR MINING & MINERALS, INC.
South Lodge, Paxhill Park, Lindfield, West Sussex, UK
RH16 2QY
(Address of principal executive offices, including zip code.)
44-(1444)-220211
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [_]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The issuer's revenues for its most recent fiscal year are $Nil.
The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was sold, as at suspension, July 20, 2011 is $726,240.
As of September 8, 2011, there were 48,416,000 shares of common voting stock, $0.001 par value per share held by non-affiliates.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has 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 REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of September 8 2011 – 55,036,000 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).
Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]
PART I
When we use the terms “Mayfair Mining & Minerals Inc”, the “Company”, “we”, “us”, “our” or “Mayfair”, we are referring to Mayfair Mining & Minerals, Inc and its subsidiaries, unless the context otherwise requires. We have included technical terms important to an understanding of our business under “Glossary of Common Terms” at the end of this section. Throughout this document we make statements that are classified as “forward-looking”. Please refer to the “Cautionary Statement about Forward-Looking
Statements” section of this document for an explanation of these types of assertions.
Item 1. BUSINESS
Background and Corporate Structure
Mayfair Mining & Minerals, Inc (the “Company”) is an exploration stage company, formed under the laws of the State of Nevada on August 14, 2002, to engage in the business of mining. The Company currently holds 100% ownership of two incorporated subsidiaries, Mayfair Mining & Minerals ( UK ) Limited which in turn owns 100% of Mayfair Mining & Minerals ( Zambia ) Limited. During June 2009, the Company entered into an agreement with Cambridge Mineral Resources plc. a UK incorporated company, to acquire its wholly-owned Spanish subsidiary - Recursos Metalicos SA. In February 2011, the Company announced that the transaction had not closed and was taking
legal advice with regard to compensation for its expenditure made, based on representations of the vendors during those acquisition negotiations. This is still under consideration. During March, 2011, the Company entered into an agreement with Southern Central Private Equity (Private), a Zimbabwean private company, to acquire 100% of its equity. On July 1, 2011 in an 8K filing, it was announced that the agreement had been terminated through mutual agreement of the parties.
Administrative Office
The Company’s administrative office is located at South Lodge, Paxhill Park, Lindfield, West Sussex RH16 2QY, telephone 44-(1444)-220211. The company has rented an office at this address with effect from January 1, 2007 at a rental rate of approximately US$1,200 a month. The rent is paid to the owner of the office building who is an Officer and Director of the Company. Our registered statutory office is located at 3990 Warren Way, Reno, Nevada, USA 89509.
Employees
The Company currently has 2 employees, both of whom are full-time and Directors.
General Description of the Business
Mayfair Mining & Minerals, Inc. is the parent Company incorporated in August 2002 and formed to engage in mining exploration and development of mineral projects. In August 2004 the Company was called for trading on the OTC Bulletin Board with the stock symbol MFMM. In November 2007, the Company was notified by the NASD that it had been removed from the OTC Bulletin Board as it was delinquent in its reporting obligations and since that time has been quoted on the OTC Pink market. In July 2011, the Company’s shares were temporarily suspended from trading by the SEC due to a lack of current and accurate information concerning its securities and an Order Instituting Administrative
Proceedings was served on the Company, with a hearing scheduled for August 25, 2011. The Company was required to show cause why the registration of its securities should not be revoked by the Commission. The Company filed its answers with the Commission and awaits their decision on this issue. The date of September 22, 2011 has now been set for the filing of a Motion of Summary Disposition.
1
The Company has been actively filing its late 10K audited financial statements and since July 2010 has filed the following reports –
July 16, 2010 - Form 10-K for the fiscal year ended March 31, 2007
January 5, 2011 - Form 10-K for the fiscal year ended March 31, 2008
June 30, 2011 - Form 10-K for the fiscal year ended March 31, 2009
July 8, 2011 - Form 10-K/A for the fiscal year ended March 31, 2009
July 15, 2011 - Form 10-K for the fiscal year ended March 31, 2010
The Company, subsequent to the filing of this report, intends to prepare and file the further requisite information required by the SEC to achieve current filing status and regain its quotation on the OTCBB market. The Company, as of the date of this report, is listed under the Caveat Emptor designation on the OTC Grey Market.
During July 2011, the Company incorporated a new subsidiary in Zimbabwe – Mayfair Capital Private Limited with an address at 20 Ascot Road, Avondale, Harare. The Executive Directors of the subsidiary are Clive de Larrabeiti, Peter Mills, Peter Ganya and Simba Chopera who also serves as the Company Secretary. This subsidiary was incorporated to address the many commercial opportunities in the mining sector currently available in Zimbabwe and also in an effort to comply with the Indigenisation and Economic Empowerment law as it may be implemented by the Government of Zimbabwe in any possible or potential mining project acquisitions.
ZAMBIA
Due to the considerable difficulties encountered by the Company in the past in establishing its operations in Zambia and the current economic climate which has substantially hindered the Company in its recent attempted fund-raising activities, the Company’s operations, as previously reported, have been on standby since 2008. The Company and its Board are considering the disposal of any remaining assets in Zambia and intend to concentrate on developing its business interests in other countries in Africa, primarily Zimbabwe.
SPAIN
During June 2009, the Company entered into an agreement with Cambridge Mineral Resources plc., a UK incorporated company, to acquire its wholly-owned Spanish subsidiary Recursos Metalicos SA. In February 2011, the Company announced that the transaction had not closed and that it was taking legal advice with regard to compensation for expenditures made, based on the representations of the vendors during those acquisition negotiations. This is still under consideration.
ZIMBABWE
In March 2011, the Company entered into an agreement with Southern Central Private Equity (Private) Limited, a Zimbabwean private company, to acquire 100% of its equity. On July 1, 2011, it was announced that the agreement had been terminated and cancelled through mutual agreement of the parties.
On July 8, 2011, the Company incorporated a new subsidiary in Zimbabwe – Mayfair Capital (Private) Limited with an address at 20 Ascot Road, Avondale, Harare. The Executive Directors of the subsidiary are Clive de Larrabeiti, Peter Mills, Peter Ganya and Simba Chopera who also serves as the Company Secretary. This subsidiary was incorporated to address the many commercial opportunities in the mining sector currently available and also in an effort to address the Indigenization and Economic Empowerment law as it may be implemented by the Government of Zimbabwe in any possible or potential mining project acquisitions.
Corporate Developments during the Fiscal Year 2010-2011
On February 11, 2011, the Company announced that the acquisition of Recursos Metallicos S.A. did not close.
On March 2, 2011, the Company announced that it had agreed to acquire Southern Central Private Equity (Private) Limited in a share exchange transaction. On July 1, 2011, this agreement was cancelled and terminated by mutual agreement
On March 15, 2011, the Company announced that it had appointed additional executives to strengthen its management team. Mr. Peter Ganya has been appointed as Vice President, Business Development, Africa and Mr. Bethrode Nyarufuro has been appointed as the Company’s Senior Geologist and Mining Projects Manager, Zimbabwe. During June 2011, Mr. Nyarufuro resigned from this position, but elected to remain with the Company, as a consultant.
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Corporate Developments during the Fiscal Year 2011-2012
On July 1, 2011, it was announced that the agreement to acquire Southern Central Private Equity (Private) Limited had been terminated through mutual agreement of the parties.
On July 8, 2011 it was announced that the Company had incorporated a new subsidiary in Zimbabwe – Mayfair Capital Private Limited with an address at 20 Ascot Road, Avondale, Harare.
On July 20, 2011, the Company’s shares were temporarily suspended from trading by the SEC due to a lack of current and accurate information concerning its securities and an Order Instituting Administrative Proceedings was served on the Company, with a hearing scheduled for August 25, 2011. The Company was required to show cause why the registration of its securities should not be revoked. The Company filed its answers with the Commission and awaits their decision on this issue. The date of September 22, 2011 has now been set for the filing of a Motion of Summary Disposition.
Available Information
We maintain an internet website at www.mayfair-mining.com. The information on our website is not incorporated by reference in this annual report on Form 10-K. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934 as amended. Alternatively, you may read and copy any information we file with the SEC at its public reference room at 100 “F” Street NE, Washington, D.C. 20549. You
may obtain information about the operation of the public reference room by calling 1-800-SEC-0330. You may also obtain this information from the SEC’s website, http://www.sec.gov.
ITEM 3. LEGAL PROCEEDINGS.
During August 2008, the Company initiated legal proceedings against Peter Davy, a former consultant and previously the Chief Operating Officer and a Director of the Company. A motion was filed against Mr. Davy in the US Supreme Court, for breach of contract, breach of duties/negligence, theft of company assets, misrepresentation/fraud, breach of covenant of good faith and fair dealing, interference with prospective economic advantages, deceptive trade practices, racketeering, interference with corporate contacts and conspiracy. The company sought substantial compensation for its grievances through the legal system in that country.
On June 2, 2009, the motion was dismissed on the grounds of a lack of jurisdiction. The Company is pursuing other legal remedies of compensation for Mr. Davy’s conduct while an Officer and Director of the Company.
On February 12, 2009 Mr. Davy filed a Notice of Claim with the Employment Tribunal of the UK alleging Breach of Contract and Unfair Dismissal. The Company filed its Grounds of Resistance to these claims and a preliminary hearing was held on June 22, 2010. All of the claims against the Company were dismissed by the Tribunal with costs awarded and received in the current fiscal year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
Market Information
Our securities are listed on the Pink Sheets, regulated by the NASD, under the stock symbol “MFMM ” and are also listed on the Frankfurt Stock Exchange under the stock symbol ‘‘M1M’’. The Company was first listed on the NASDAQ OTC Bulletin Board in the United States under the symbol "MFMM.OB" in August 2004 until November 2006 and on the Pink Sheets market since that time. On July 20, 2011, the Company’s securities were temporarily suspended from trading by the SEC due to a lack of current and accurate information concerning its securities and an Order
Instituting Administrative Proceedings was served on the Company. The Company, as of the date of this report, is listed on the Grey Market under the Caveat Emptor designation on the OTC market.
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Bid Price Information for Common Stock
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Fiscal Year 2011
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Fiscal Year 2010
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High
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Low
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High
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Low
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First Quarter
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$ | 0.028 | $ | 0.010 | $ | 0.12 | $ | 0.09 | ||||||||
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Second Quarter
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$ | 0.012 | $ | 0.010 | $ | 0.15 | $ | 0.06 | ||||||||
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Third Quarter
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$ | 0.030 | $ | 0.006 | $ | 0.16 | $ | 0.05 | ||||||||
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Fourth Quarter
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$ | 0.04 | $ | 0.015 | $ | 0.05 | $ | 0.03 | ||||||||
The closing bid price of the Common Stock as reported on the date of suspension, July 20, 2011, was $0.015.
Holders
As of September 8, 2011, there were 97 holders of record of the Company’s Common Stock. This does not include persons who hold our common stock in brokerage accounts and otherwise in “street name”.
Dividends
The Company did not declare or pay cash or other dividends on its Common Stock during the last two calendar years. The Company has no plans to pay any dividends, although it may do so if it’s financial position changes.
Equity Compensation Plan Information
As of the date of this report there are no shares allocated as Employee Stock Options under the company’s proposed Employee Stock Option Plan.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement about Forward-Looking Statements
This Annual Report on Form 10-K includes certain statements that may be deemed to be “forward-looking statements”. All statements, other than statements of historical fact, included in this form 10K that address activities, events or developments that our management expects, believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements include discussion of such matters as:
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The amount and nature of future capital, development and exploration expenditures;
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The timing of exploration activities; and
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Business strategies and development of our business plan.
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Forward-looking statements also typically include words such as “anticipate”, “estimate”, “expect”, “potential”, “could” or similar words suggesting future outcomes. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, including such factors as the volatility and level of commodity prices, currency exchange rate fluctuations,
uncertainties in cash flow, expected acquisition benefits, exploration mining and operating risks, competition, litigation, environmental matters, the potential impact of government regulations, and other matters discussed under the caption “Risk Factors”, many of which are beyond our control. You are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements.
The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.
Going-Concern – Presentation of Financial Statements
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception in August 2002, the Company has generated little revenue and has incurred a net loss of $10,371,165 from inception through to March 31, 2011. Accordingly, the Company has not generated cash flow from operations and has primarily relied upon private placement of its common stock to fund its operations. As of March 31, 2011, the Company has working capital deficit of $1,148,528. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets, or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management’s plans with regard to these conditions are described below.
Plan of Operations
The Company is an exploration stage company, formed under the laws of the state of Nevada on August 14, 2002, to engage in the business of mining. The Company holds two wholly owned subsidiaries, Mayfair Mining & Minerals (UK) Ltd., which in turn controls Mayfair Mining & Minerals (Zambia) Ltd., and Mayfair Capital Private Limited, its recently incorporated Zimbabwean subsidiary. This subsidiary was incorporated to address the many commercial opportunities in the mining sector currently available and also in an effort to address the Indigenization and Economic Empowerment law as it may be implemented by the Government of Zimbabwe in any possible
or potential mining project acquisitions.
Results of Operations
For the fiscal year ended March 31, 2011, the Company experienced a consolidated net loss of $357,464 or $0.01 per share, compared to a consolidated net loss of $607,810 or $0.01 per share during the comparable period last year. The $250,346 decrease in consolidated net loss is primarily due to a reduction in exploration expenses amounting to $66,036, and a reduction in impairment of $141,384. Production was halted in late 2008.
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Liquidity and Capital Resources
Cash Flows
During the fiscal year ended March 31, 2011, the Company utilized cash on hand and loans from a director to fund its operations. As a result, cash and cash equivalents decreased from $3,005 at March 31, 2010 to $1,558 at March 31, 2011.
Capital Resources
As of March 31, 2011, the Company had cash and cash equivalents of $1,558. Since inception, the company has relied primarily upon proceeds from private placement of its shares, and more recently on loans from a director as its primary source of financing to fund its operations. We anticipate continuing to rely on sales of our common stock in order to continue to fund our business operations. Issuance of additional shares will result in dilution to our existing shareholders. There is no assurance that we will be able to complete any additional sales of our equity securities or that we will be able to arrange for other financing to fund our planned
business activities.
Capital Requirements and Liquidity; Need for Subsequent Funding
As a result of the Company’s limited capital resources, the Company has reduced its exploration activities and administrative costs to conserve capital while it tries to secure additional sources of capital to fund its operations.
Management plans to continue its efforts towards reducing administrative costs. However, without any additional funding, the Company may not be able to fund its operations through the end of its 2012 fiscal year.
Management is exploring various sources of additional capital including additional equity funding and joint venture participations. The weak US global economy combined with instability in global financial and capital markets has currently limited the availability of this funding. If the disruption in the global financial and capital markets continues, equity financing may not be available to us on acceptable terms, if at all. Equity financing, if available, may result in substantial dilution to existing stockholders. If we are unable to fund future operations by way of financing, including public or private offerings of equity, our business, financial
condition and results of operations will be adversely impacted.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a significant impact on its financial position or results of operations.
Critical Accounting Policies and Estimates
Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operations and/or financial condition. We have identified certain accounting policies that we believe are most important to the portrayal of
our current financial condition and results of operations.
Foreign Currency Translation
While the Company’s functional currency is the US dollar, the local currency is the functional currency of the Company’s subsidiary. The assets and liabilities are exposed to exchange rate fluctuations. The Company has adopted ASC 830 “Foreign Currency Translation”. Assets and liabilities of the Company’s foreign operations are translated into US dollars at the year-end exchange rates, and revenue and expenses are translated at the average exchange rates during the period. Exchange differences arising on translation are disclosed as a separate component of shareholders equity. Realized gains and losses from
foreign currency transactions are reflected in the results of operations.
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Accounting for Stock Options Granted to Employees and Non-Employees
For the fiscal year ended March 31, 2005, the company adopted FASB ASC 718, “Share-Based Payment” which requires the fair value of share-based payments, including grants of employee stock options to be recognized in the statement of operations based on their fair values.
The Company uses the Black-Scholes pricing model as a method for determining the estimated fair value for employee stock awards under ASC 718. The expected term of the options is based upon evaluation of historic and expected future exercise behavior. The risk-free interest rate is based upon US Treasury rates at the date of grant with maturity dates approximately equal to the expected life of the grant. Volatility is based upon historical volatility of the Company’s stock. The Company has not historically issued any dividends and it does not expect to in the future.
Impairment of Long-Lived Assets
Since inception, the Company recorded impairment of $2,002,003. See Note 4 to the consolidated financial statements.
ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
Although the majority of our expenditures are in US dollars, certain purchases of labor, operating supplies and capital assets are denominated in other currencies. As a result, currency exchange fluctuations may impact the costs of our operations. We currently do not engage in any currency hedging activities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements following the signature page of this form 10-K
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedure
As of March 31, 2011, we have carried out an evaluation, under the supervision of, and with the participation of the management, including the President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended. Based upon the foregoing, the President and Chief Financial Officer concluded that, as of March 31, 2011, our disclosure controls and procedures were not effective in light of the material weaknesses described below.
Management’s Annual report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate.
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Under the supervision and with the participation of our management, including our President and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of March 31, 2011 due to the following material weaknesses:
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Our company does not have in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. Going forward, with material, complex and non-routine transactions, management will gain a thorough understanding of the transaction and seek guidance from third-party experts or consultants. Management corrected any errors prior to the release of our company’s March 31, 2011 consolidated financial statements.
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Our company’s administration is composed of a small number of administrative individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.
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This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Unless otherwise indicated in their employment agreement executive officers of the Company are elected by the Board of directors and serve for a term of one year and until their successors have been elected and qualified or until their earlier resignation or removal by the Board of Directors. There are no family relationships among any of the directors and executive officers of the Company. None of the executive officers have been involved in any legal proceedings within the past five years. Except for their respective employment agreements, there is no agreement or understanding between the Company and each director or executive officer pursuant to which he was selected as
an officer or director.
At the time of this report the board of directors has no nominating, auditing or compensation committees.
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The following table sets forth the names and ages of all executive officers and directors and the positions and offices that each person holds with the Company:
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Name of Director or Officer and Position in the Company
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Officer or Director Since
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Age
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Office(s) Held and Other Business Experience
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Clive de Larrabeiti
President and Chairman of the Board of Directors
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2002
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61
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Since August 2002, Clive de Larrabeiti has been the President and Chairman of the board of Directors of the Company. Through his involvement with the financial and public equity markets in Europe and North America over the past 26 years he has had major experience in the mining finance industry. From July, 1998 until March, 2002, he was a Director and Vice-President of Net Nanny Software International Inc., listed on the TSX and the OTCBB (NNS:TSX, NNSWF:OTCBB) From September, 2002, he was a Vice-President and Officer of Miranda Gold Corp., a natural resource company listed on the TSX Venture Exchange (the "TSX") (MAD:TSX).
From September, 2002, he was a corporate consultant with Senate Capital Group, a venture capital company with headquarters in British Columbia, Canada. He resigned this position effective February 6, 2004. He is a resident of the United Kingdom.
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Peter Mills FCA
Chief Financial Officer
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2007
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61
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Peter Mills was appointed a director and Chief Financial Officer of the Company in October 2007. He became a Fellow of The Institute of Chartered Accountants in England & Wales in 1979, having qualified in 1973. He has practised as an accountant for the past 33 years, lately as Head of Accounting for the Company from 2005 and previously as a partner in his own Chartered Accounting and Registered Auditing firm. He is a resident of Australia.
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Paul Chung MBA
Director
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2002
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53
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Paul Chung was appointed a director of the Company in August 2002. He is a professional geologist who has served and advised as a private and public company director and CFO to a number of junior mining companies in North America. Since May, 2003 he has been the Chief Financial Officer of Geocom Resources, a natural resource company listed on the OTCBB (GOCM). Since September, 2004 he has been a director of Soho Resources Corp., a natural resource company listed on the TSX (SOH:TSX) but resigned his directorship on October 21, 2010. Since May, 2008, he has been a director of Sunridge Investments Corp. (SRG:TSX). Since June 2009, he has been a director of Rio
Grande Mining Corp. (RGV:TSX). He was appointed CEO of Foundation Resources in June 2010. He is a resident of Vancouver, Canada.
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Alexander Holtermann resigned as a Director and Officer on November 16, 2009.
Audit Committee
At present we do not have a separately designated standing audit committee. The entire board of directors is acting as our Company's Audit Committee, as specified in section 3(a)(58)(A) of the Exchange Act. The board of directors has determined that at present we have no audit committee financial expert serving on the Audit Committee. Our Company is, at present, a start-up junior mining company and has only generated or realized little revenues from our business operations.
Code of Ethics
We have adopted a code of ethics in compliance with Item 406 of Regulation S-B that applies to our principal executive officer and principal financial officer. Our code of ethics establishes standards and guidelines to assist our directors, officers and employees in complying with both the Company’s corporate policies and with the law.
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ITEM 11. EXECUTIVE COMPENSATION.
Compensation and other Benefits of Executive Officers
The following table sets out the compensation received for the fiscal years March 31, 2011 and 2010 in respect to each of the individuals who were the Company’s chief executive officer at any time during the last fiscal year and the Company’s most highly compensated executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
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Name and Principal Position
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Fiscal
Year
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Salary
($)
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Option
Awards
($)(1)
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Total
($)
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Clive de Larrabeiti
President
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2011
2010
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120,000
120,000
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0
0
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120,000
120,000
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Alexander Holtermann(2)
Director
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2011
2010
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0
25,740
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0
0
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0
25,740
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Peter Mills
Chief Financial Officer
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2011
2010
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120,000
120,000
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0
0
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120,000
120,000
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(1)
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This column represents the dollar amount recognized for financial statement reporting purposes with respect to the fair value of stock options granted to the named officers, in accordance with ASC 718. See note 7 to the consolidated financial statements for discussion regarding the assumptions used to calculate fair value under the Black-Scholes valuation model
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(2)
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Mr. Holtermann resigned on November 16, 2009
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Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of compensation for the executive officers identified in the Summary Compensation Table contained above, the “named executive officers”.
At present we do not have a separately designated compensation committee. The entire board of directors is acting as our Company's Compensation Committee. The board reviews and approves the total direct compensation packages for each of our executive officers. Stock option grants, as applicable to certain of the named executive officers, are approved by the full board of directors.
Cash Compensation Payable to our Named Executive Officers
Our named executive officers receive a base salary payable in accordance with our normal payroll practices. Based on the board’s knowledge of the industry and size of the Company, the Board believes that their base salaries are competitive to those that are received by comparable officers with comparable responsibilities in similar companies.
When the Board considers total cash compensation for our named executive officers, we do so by evaluating their responsibilities, experience and the competitive marketplace. Specifically the Board considers the following factors:
|
·
|
The executive’s leadership and operational performance and potential to enhance long-term value to the Company’s shareholders;
|
|
·
|
Performance compared to the financial, operational and strategic goals established for the Company;
|
|
·
|
The nature, scope and level of the executive’s responsibilities;
|
|
·
|
Competitive market compensation paid by other companies for similar positions, experience and performance levels; and
|
|
·
|
The executive’s current salary, the appropriate balance between incentives for long-term and short-term performance.
|
10
Option Grants to our Named Executive Officers
Currently, there are no stock options allocated or granted to our named executive officers.
Stock Option, Stock Awards and Equity Incentive Plans
There are no outstanding equity awards for any executive officer at March 31, 2011
ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The number of shares outstanding of the Company’s common stock as of September 8, 2011 was 55,036,000.
Security Ownership of Management
The following table sets forth as of September 8, 2011, the number of shares of the Company’s current directors, the Company’s executive officers and each named executive officer, and the number of shares beneficially owned by all of the Company’s current directors and named executive officers as a group:
|
Name and Address of
Beneficial Owner
|
Position
|
Amount and Nature of Mayfair Beneficial Ownership
|
Percent of Mayfair Common Stock
|
|
Clive de Larrabeiti
South Lodge, Paxhill Park,
W Sussex, RH16 2QY
|
President
|
6,515,000
|
11.8%
|
|
Peter Mills
South Lodge, Paxhill Park,
W Sussex, RH16 2QY
|
Chief Financial Officer
|
55,000
|
*
|
|
Paul Chung
South Lodge, Paxhill Park,
W Sussex, RH16 2QY
|
Director
|
50,000
|
*
|
|
All current directors, executive officers and named executive officers as a group (three persons)
|
6,620,000
|
12.0%
|
* Indicates less than one percent
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE.
Our Board of Directors reviews and approves all related party transactions on an on-going basis. The Company has rented office space at South Lodge, Paxhill Park, West Sussex from its president at a monthly rent of £750, equivalent to $1,202 at March 31, 2011, from January 1, 2007.
Other than the transaction stated above, none of the directors or executive officers of the Company, nor any other person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding share of its Common Stock, nor any associate or affiliate of such persons or companies has any material interest, direct or indirect, in any transaction that has occurred since April 1 2011, or in any proposed transaction, which has materially affected or will affect the Company.
Director Independence
Paul Chung served on our Board of Directors and is considered “independent” as that term is defined in section 803A of the American Stock Exchange Company Guide.
11
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
MaloneBailey, LLP serves as our independent registered public accounting firm.
Audit Fees
During the fiscal years ended March 31, 2011 and 2010, MaloneBailey, LLP billed us aggregate fees and expenses in the amount of $10,000 and $13,330 respectively. These aggregate fees listed above include professional services for the audit of our annual financial statements included in our reports on Form 10-Q and Form 10-K.
Audit Related Fees
There were no fees billed by MaloneBailey, LLP for audit related services rendered during fiscal years ended March 31, 2011 and 2010.
Tax Fees
There were no fees billed by MaloneBailey, LLP for tax services rendered during fiscal years ended March 31, 2011 and 2010.
All Other Fees
There were no other services provided by MaloneBailey, LLP during fiscal years ended March 31, 2011 and 2010.
Audit Pre-Approval Practice
Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the audit committee of the Board of Directors, or unless the services meet certain de minimis standards.
The entire Board of Directors act as the Audit Committee and as such, it considers whether to approve any audit services or non-audit services.
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K
|
a)
|
Reports on Form 8-K
|
A Form 8-K was filed on January 18, 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 April 13, 2006
A Form 8-K was filed on June 30, 2006
A Form 8-K was filed on July 11, 2006
A Form 8-K was filed on July 21, 2006
A Form 8-K was filed on September 14, 2006
A Form 8-K was filed on October 4, 2006
A Form 8-K was filed on February 5, 2007
A Form 8-K was filed on July 2, 2007
A Form 8-K was filed on October 24, 2007
A Form 8-K was filed on February 20, 2008
A Form 8-K was filed on March 19, 2008
A Form 8-K was filed on May 6, 2008
A Form 8-K was filed on July 15, 2008
A Form 8-K was filed on August 7, 2008
A Form 8-K was filed on July 2, 2009
A Form 8-K was filed on July 24, 2009
A Form 8-K was filed on November 16, 2009
A Form 8-K was filed on May 14, 2010
A Form 8-K was filed on June 29, 2010
A Form 8-K was filed on March 2, 2011
A Form 8-K was filed on July 1, 2011
|
b)
|
Exhibits
|
|
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
|
|
|
31.1
|
Certifications Pursuant to Rule 13(a) – 14(a) (Section 302 of Sarbanes-Oxley)
|
|
| 31.2 | Certifications Pursuant to Rule 13(a) – 14(a) (Section 302 of Sarbanes-Oxley) | |
|
32.1
|
Certifications Pursuant to Rule 13(a) – 14(b) (Section 906 of Sarbanes-Oxley)
|
* Incorporated by reference from the Registrant’s Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-102117b on December 23,2002.
12
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1834, the registrant caused this report to be signed on its behalf buy the undersigned, thereunto duly authorized.
| MAYFAIR MINING & MINERALS INC | |||
|
Date: September 8, 2011
|
By:
|
/s/ Clive de Larrabeiti | |
| Clive de Larrabeiti | |||
| President | |||
| Date: September 8, 2011 | By: | /s/ Peter Mills | |
| Peter Mills | |||
| Chief Financial Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated
|
Date: September 8, 2011
|
By:
|
/s/ Clive de Larrabeiti | |
| Clive de Larrabeiti | |||
| Director | |||
| Date: September 8, 2011 | By: | /s/ Peter Mills | |
| Peter Mills | |||
| Director | |||
| Date: September 8, 2011 | By: | /s/ Paul Chung | |
| Paul Chung | |||
| Director | |||
13
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of
Mayfair Mining & Minerals, Inc.
(An Exploration Stage Company)
We have audited the consolidated balance sheets of Mayfair Mining & Minerals, Inc. and its subsidiaries (an exploration stage company) (collectively, the “Company”) as of March 31, 2011 and 2010, and the consolidated statements of operations, shareholders’ equity (deficit) and cash flows for the years then ended and for the period from August 14, 2002 (inception) to March 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements
for the cumulative period from August 14, 2002 (inception) to March 31, 2006 were audited by other auditors whose reports dated August 10, 2006 expressed an unqualified opinion on those statements with explanatory paragraphs discussing the Company’s ability to continue as a going-concern. Our opinion on the shareholders’ equity, statements of operations and cash flows from inception of the exploration stage to March 31, 2011, insofar as it relates to amounts for prior periods through March 31, 2006, is solely based on the report of the other auditors.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010 and the results of their operations and their cash flows for the years then ended and for the period from inception through March 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred losses since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfil its exploration activities. These factors raise substantial doubts about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ MALONEBAILEY, LLP
MALONEBAILEY, LLP
www.malonebaileycom
Houston, Texas
September 08, 2011
F-2
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
|
MARCH 31
|
||||||||
|
2011
|
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current
|
||||||||
|
Cash
|
$ | 1,558 | $ | 3,005 | ||||
|
Total Assets
|
$ | 1,558 | $ | 3,005 | ||||
|
LIABILITIES AND SHAREHOLDERS' DEFICIT
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | 299,950 | $ | 388,665 | ||||
|
Accounts payable and accrued liabilities – Related Party
|
503,500 | 275,404 | ||||||
|
Short term debt – Related Party - convertible
|
130,000 | 130,000 | ||||||
|
Short term debt – Related Party - non-convertible
|
216,636 | - | ||||||
|
Total Liabilities
|
1,150,086 | 794,069 | ||||||
|
SHAREHOLDERS’ DEFICIT
|
||||||||
|
Common Stock
|
||||||||
|
Authorized: 75,000,000 shares, par value $0.001 per share Issued and outstanding: 50,036,000 shares in 2011 and 2010
|
50,036 | 50,036 | ||||||
|
Additional paid-in capital
|
9,172,601 | 9,172,601 | ||||||
|
Deficit Accumulated During The Exploration Stage
|
(10,371,165 | ) | (10,013,701 | ) | ||||
|
Total Shareholders' Deficit
|
(1,148,528 | ) | (791,064 | ) | ||||
|
Total Liabilities and Shareholders’ Deficit
|
$ | 1,558 | $ | 3,005 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
|
YEARS ENDED
MARCH 31
|
CUMULATIVE
PERIOD FROM
INCEPTION
AUGUST 14
2002 TO
MARCH 31
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Sales
|
$ | - | $ | 32,982 | $ | 85,738 | ||||||
|
Gain on legal settlement
|
11,131 | - | 11,131 | |||||||||
| 11,131 | 32,982 | 96,869 | ||||||||||
|
Expenses
|
||||||||||||
|
Exploration expense
|
- | 66,036 | 838,324 | |||||||||
|
Selling, general and administrative
|
98,789 | 131,838 | 2,125,629 | |||||||||
|
Compensation
|
267,724 | 295,740 | 5,492,377 | |||||||||
|
Impairment
|
- | 141,384 | 2,002,003 | |||||||||
|
Net loss from Operations
|
355,382 | 602,016 | 10,361,464 | |||||||||
|
Other Expenses
|
||||||||||||
|
Interest expense
|
2,082 | 5,794 | 73,987 | |||||||||
|
Loss Before Non Controlling Interests
|
357,464 | 607,810 | 10,435,451 | |||||||||
|
Non Controlling Interest In Loss Of Consolidated Subsidiary
|
- | - | (64,286 | ) | ||||||||
|
Net Loss
|
$ | 357,464 | $ | 607,810 | $ | 10,371,165 | ||||||
|
Basic & Diluted Loss Per Share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
|
Weighted Average Shares Outstanding
|
50,036,000 | 48,923,830 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
YEARS ENDED
MARCH 31
|
PERIOD FROM
INCEPTION
AUGUST 14 2002
TO MARCH 31
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Cash Flows From Operating Activities
|
||||||||||||
|
Net Loss
|
$ | (357,464 | ) | $ | (607,810 | ) | $ | (10,371,165 | ) | |||
|
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities
|
||||||||||||
|
Stock option expense
|
- | - | 3,167,663 | |||||||||
|
Stock issued for services
|
- | - | 75,000 | |||||||||
|
Impairment
|
- | 141,384 | 1,910,171 | |||||||||
|
Depreciation and amortization
|
- | - | 27,408 | |||||||||
|
Amortization of debt discount
|
- | - | 40,000 | |||||||||
|
Minority interest in loss of consolidated subsidiary
|
- | - | (64,286 | ) | ||||||||
|
Charitable donation of office furniture
|
- | - | 100,000 | |||||||||
|
Accounts receivable
|
- | - | (98 | ) | ||||||||
|
Inventory
|
- | - | (68,766 | ) | ||||||||
|
Mineral rights reserve
|
- | - | 66,665 | |||||||||
|
Accounts payable and accrued liabilities
|
(88,715 | ) | (102,953 | ) | 155,250 | |||||||
|
Accounts payable – related parties
|
228,096 | 136,433 | 503,500 | |||||||||
|
Net cash used in operating activities
|
(218,083 | ) | (432,946 | ) | (4,458,658 | ) | ||||||
|
Cash Flows From Investing Activities
|
||||||||||||
|
Purchase of capital assets
|
- | - | (354,785 | ) | ||||||||
|
Cash paid for investment
|
- | (141,384 | ) | (923,809 | ) | |||||||
|
Net cash used in investing activities
|
- | (141,384 | ) | (1,278,594 | ) | |||||||
|
Cash Flows From Financing Activities
|
||||||||||||
|
Proceeds from common stock issued, net of offering costs
|
- | 581,400 | 3,967,924 | |||||||||
|
Share subscriptions received
|
- | - | 1,294,250 | |||||||||
|
Proceeds from stock options exercised
|
- | - | 30,000 | |||||||||
|
Borrowings on debt
|
216,636 | (5,657 | ) | 446,636 | ||||||||
|
Net cash provided by financing activities
|
216,636 | 575,743 | 5,738,810 | |||||||||
|
Net (Decrease)/Increase In Cash
|
(1,447 | ) | 1,413 | 1,558 | ||||||||
|
Cash, Beginning Of Period
|
3,005 | 1,592 | - | |||||||||
|
Cash, End Of Period
|
$ | 1,558 | $ | 3,005 | $ | 1,558 | ||||||
|
Non-Cash Investing and Financing Activities:
|
||||||||||||
|
Stock Issued for Investment
|
$ | - | $ | - | $ | 592,500 | ||||||
|
Stock Issued for Conversion of Loan
|
$ | - | $ | - | $ | 100,000 | ||||||
|
Exercise Option for Accounts Payable in Lieu of Cash
|
$ | - | $ | - | $ | 15,000 | ||||||
|
Equity Offering Costs Included in Accounts Payable
|
$ | - | $ | 58,140 | $ | 159,700 | ||||||
|
Debt Discount from Beneficial Conversion Feature
|
$ | - | $ | - | $ | 40,000 | ||||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
|
Interest Paid
|
$ | 2,082 | $ | 5,794 | $ | 35,304 | ||||||
|
Taxes Paid
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)
|
COMMON STOCK
|
DEFICIT
ACCUMULATED
|
|||||||||||||||||||||||||||
|
SHARES
|
AMOUNT
|
ADDITIONAL
PAID-IN
CAPITAL
|
SHARE
SUBSCRIPTIONS
RECEIVED
|
NON
CONTROLLING
INTEREST
|
DURING THE
EXPLORATION
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 | |||||||||||||||||||||
|
Non-Controlling Interest in Mayfair Zambia
|
64,286 | 64,286 | ||||||||||||||||||||||||||
|
Non Controlling Interest In Loss Of Consolidated Subsidiary
|
- | - | - | (2,580 | ) | - | (2,580 | ) | ||||||||||||||||||||
|
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 | - | 61,706 | (836,241 | ) | 547,049 | ||||||||||||||||||||
|
Shares issued for cash at $0.50
|
149,000 | 149 | 74,351 | - | - | - | 74,500 | |||||||||||||||||||||
|
Share subscriptions received
|
- | - | - | 1,170,500 | - | - | 1,170,500 | |||||||||||||||||||||
|
Non Controlling Interest In Loss Of Consolidated Subsidiary
|
- | - | - | - | (52,488 | ) | - | (52,488 | ) | |||||||||||||||||||
|
Stock-based Compensation
|
- | - | 376,000 | - | - | - | 376,000 | |||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | (973,755 | ) | (973,755 | ) | ||||||||||||||||||||
|
Balance, March 31, 2006
|
12,149,000 | $ | 12,149 | $ | 1,759,935 | $ | 1,170,500 | $ | 9,218 | $ | (1,809,996 | ) | $ | 1,141,806 | ||||||||||||||
(Continued)
The accompanying notes are an integral part of these consolidated financial statements
F-6
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)
|
COMMON STOCK
|
DEFICIT
ACCUMULATED
|
|||||||||||||||||||||||||||
|
SHARES
|
AMOUNT
|
ADDITIONAL
PAID-IN
CAPITAL
|
SHARE
SUBSCRIPTIONS
RECEIVED
|
NON
CONTROLLING
INTEREST
|
DURING THE
EXPLORATION
STAGE
|
TOTAL
|
||||||||||||||||||||||
|
Balance, March 31, 2006
|
12,149,000 | $ | 12,149 | $ | 1,759,935 | $ | 1,170,500 | $ | 9,218 | $ | (1,809,996 | ) | $ | 1,141,806 | ||||||||||||||
|
Shares issued for cash at $0.50
|
464,000 | 464 | 231,536 | - | - | - | 232,000 | |||||||||||||||||||||
|
Options exercised
|
825,000 | 825 | 122,925 | - | - | - | 123,750 | |||||||||||||||||||||
|
Shares allocated from share subscriptions
|
2,337,000 | 2,337 | 1,168,163 | (1,170,500 | ) | - | - | - | ||||||||||||||||||||
|
Shares issued for acquisition of office furniture
|
100,000 | 100 | 99,900 | - | - | - | 100,000 | |||||||||||||||||||||
|
Shares issued for acquisition of investment
|
490,000 | 490 | 367,010 | - | - | - | 367,500 | |||||||||||||||||||||
|
Shares issued for services
|
75,000 | 75 | 74,925 | - | - | - | 75,000 | |||||||||||||||||||||
|
Stock based compensation
|
- | - | 2,052,217 | - | - | - | 2,052,217 | |||||||||||||||||||||
|
Non Controlling Interest In Loss Of Consolidated Subsidiary
|
- | - | - | - | (9,218 | ) | - | (9,218 | ) | |||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | (4,476,930 | ) | (4,476,930 | ) | |||||||||||||||||||
|
Balance, March 31, 2007
|
16,440,000 | 16,440 | $ | 5,876,611 | - | - | (6,286,926 | ) | (393,875 | ) | ||||||||||||||||||
|
Shares issued for cash at $0.10, net of offering costs
|
15,576,000 | 15,576 | 1,386,264 | - | - | - | 1,401,840 | |||||||||||||||||||||
|
Shares issued for exercise of options
|
200,000 | 200 | 29,800 | - | - | - | 30,000 | |||||||||||||||||||||
|
Debt discount from beneficial conversion feature
|
- | - | 40,000 | - | - | - | 40,000 | |||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | (1,678,842 | ) | (1,678,842 | ) | |||||||||||||||||||
|
Balance, March 31, 2008
|
32,216,000 | 32,216 | $ | 7,332,675 | - | - | (7,965,768 | ) | (600,877 | ) | ||||||||||||||||||
|
Shares issued for cash at $0.10, net of offering costs
|
10,156,000 | 10,156 | 1,005,444 | - | - | - | 1,015,600 | |||||||||||||||||||||
|
Offering costs
|
- | - | (101,560 | ) | - | - | - | (101,560 | ) | |||||||||||||||||||
|
Shares issued for acquisition of investment
|
750,000 | 750 | 224,250 | - | - | - | 225,000 | |||||||||||||||||||||
|
Shares issued for exercise of options for accounts payable in lieu of cash
|
100,000 | 100 | 14,900 | - | - | - | 15,000 | |||||||||||||||||||||
|
Shares issued for conversion of loan
|
1,000,000 | 1,000 | 99,000 | - | - | - | 100,000 | |||||||||||||||||||||
|
Stock based compensation
|
- | - | 80,446 | - | - | - | 80,446 | |||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | (1,440,123 | ) | (1,440,123 | ) | |||||||||||||||||||
|
Balance March 31, 2009
|
44,222,000 | $ | 44,222 | $ | 8,655,155 | $ | - | $ | - | $ | (9,405,891 | ) | $ | (706,514 | ) | |||||||||||||
(Continued)
The accompanying notes are an integral part of these consolidated financial statements.
F-7
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)
|
COMMON STOCK
|
DEFICIT
ACCUMULATED
|
|||||||||||||||||||||||||||
|
SHARES
|
AMOUNT
|
ADDITIONAL
PAID-IN
CAPITAL
|
SHARE
SUBSCRIPTIONS
RECEIVED
|
NON
CONTROLLING
INTEREST
|
DURING THE
EXPLORATION
STAGE
|
TOTAL
|
||||||||||||||||||||||
|
Balance, March 31, 2009
|
44,222,000 | $ | 44,222 | $ | 8,655,155 | $ | - | $ | - | $ | (9,405,891 | ) | $ | (706,514 | ) | |||||||||||||
|
Shares issued for cash at $0.10
|
5,814,000 | 5,814 | 575,586 | - | - | - | 581,400 | |||||||||||||||||||||
|
Offering costs
|
- | - | (58,140 | ) | - | - | - | (58,140 | ) | |||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | (607,810 | ) | (607,811 | ) | |||||||||||||||||||
|
Balance, March 31, 2010
|
50,036,000 | 50,036 | $ | 9,172,601 | - | - | $ | (10,013,701 | ) | $ | (791,064 | ) | ||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | (357,464 | ) | (357,464 | ) | |||||||||||||||||||
|
Balance, March 31, 2011
|
50,036,000 | $ | 50,036 | $ | 9,172,601 | $ | - | $ | - | $ | (10,371,165 | ) | $ | (1,148,528 | ) | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
MAYFAIR MINING & MINERALS, INC. and SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2011 AND 2010
1. SIGNIFICANT ACCOUNTING POLICIES
The accompanying consolidated financial statements of Mayfair Mining & Minerals Inc. and its Subsidiaries (collectively, the “Company”) have been prepared under generally accepted accounting principles in the United States.
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. and Mayfair Mining and Minerals (Zambia) Ltd. All significant inter-company balances and transactions have been eliminated in consolidation.
Organization
The Company was incorporated in the State of Nevada, U.S.A. on August 14, 2002.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized significant revenue from its planned operations. It is primarily engaged in the acquisition and exploration of new mining properties and in the extraction of a commercial minable reserve in Zambia.
Organizational and Start Up Costs
Costs of startup activities, including organizational costs are expensed as incurred.
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As of March 31, 2011 and 2010, cash and cash equivalents consists of cash only.
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.
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.
F-9
Revenue Recognition
Mayfair generates revenue from minerals which are sold in bulk to third parties. Revenue from mineral sales is recognized when the goods have been delivered to the customer and the amount is realizable.
Foreign Currency Translation
The Company’s functional currency is the U.S. dollar due to the fact that a majority of the transactions are denominated in 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.
Income Taxes
The Company has adopted FASB ASC 740 - “Accounting for Income Taxes.” 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.
Stock Based Compensation
The Company has adopted FASB ASC 718 - “Share 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 additional paid-in capital. 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.
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.
Basic and Diluted Loss Per Share
In accordance with FASB ASC 260 - “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 March 31, 2011 and 2010, there were no outstanding stock options, so basic and diluted loss per share are the same.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts payable and accrued liabilities, approximate their fair value.
F-10
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 FASB ASC 360-10 – “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. For the years ended March 31, 2011 and 2010, the Company recorded no impairment of operating assets.
Asset Retirement Obligations
The Company has adopted FASB ASC 410-20 – “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. FASB ASC 410-20 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.
Gain on Legal Settlement
The gain on legal settlement is an amount awarded to the company by an Employment Tribunal for a case brought by a former director and is recognized when the amount is received.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a significant impact on its financial position or result of operations.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that Company will continue as a going concern. As shown in the accompanying financial statements, the Company has accumulated a deficit and a working capital deficiency as of March 31, 2011 and has continuous net losses since inception. 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 and extraction of its commercial minable reserves. Management has plans to seek additional capital through a public offering of its common stock. Accordingly, there is substantial doubt about the
Company’s ability to continue as a going concern. The financial statements do not include any adjustment 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.
3. 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) 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.
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. During the year the Company so determined and no further funding was advanced. As of March 31, 2011, the Company had advanced $1,442,224 (March 31, 2010 - $1,442,224).
F-11
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.
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. The employment contract is for one year and is automatically renewable each year unless either party provides one month’s termination notice. Due to mining operation being put on standby since late 2008, for the year ended March 31, 2011, the company paid $0 (March 31, 2010 - $30,000). The Agreement is for a ten year term, and shall continue for successive ten year terms unless otherwise terminated.
On May 7, 2008, the Company acquired the residual 30% equity interest in Mayfair Zambia giving the Company 100% ownership in exchange for 750,000 shares of the Company’s common stock.
On March 15, 2010, the Company was informed by its Zambian partners that the Funzwe River license had not been renewed and had lapsed.
Spain
In June 2009, the Company entered into an agreement with Cambridge Mineral Resources plc, a UK incorporated company, to acquire its wholly-owned Spanish subsidiary, Recursos Metallicos SA. In February 2011, the Company announced that the transaction had not closed and was taking legal advice with regard to compensation for its expenditure made, based on representations of the vendors during those acquisition negotiations. This is still on-going. The total amount paid to and on behalf of Cambridge Mineral Resources was $141,384. As a result of the acquisition, never having been completed, the Company recognized an impairment charge of $141,384 during
the year ended March 31, 2010.
|
4.
|
IMPAIRMENT
|
Mining Related Assets
As of March 31, 2010, the Company evaluated its mineral property costs, inventory and property, plant and equipment for impairment in accordance with FASB ASC 360-10. The Company determined that as a result of the acquisition of Recursos Metallicos SA never having been completed an impairment loss of $141,384 was recorded. (See note 3)
|
5.
|
RELATED PARTY TRANSACTIONS
|
During the year ended March 31, 2011, the Company paid management fees amounting to $240,000 to two directors. Of this amount and amounts for previous years, $388,759 (March 31, 2010 - $190,415) was outstanding and included in related party accounts payable and accrued liabilities at March 31, 2011. In addition, the Company owed $54,331 (March 31, 2010 - $54,331) to various employees and directors of Mayfair Zambia for accrued salaries and $60,410 (March 31, 2010 - $30,658) to directors of the Company for certain general and administrative expenses as of March 31, 2011. These amounts are included in related party accounts payable and accrued expenses in the consolidated
balance sheet.
The Company’s administrative office is located at South Lodge, Paxhill Park, Lindfield, West Sussex RH16 2QY. The Company rents an office at this address with effect from January 1, 2007 at a rental rate of approximately US$1,500 a month. The rent is paid to the owner of the office building who is an Officer and Director of the Company.
As of March 31, 2011 and 2010, the Company owed $346,636 and $130,000 to a director for advances. The loan is repayable on demand, unsecured and interest free. $130,000 of the loan is convertible into common stock of the Company at $0.10 per share at any time. During fiscal year 2010, $5,657 was repaid.
F-12
|
6.
|
CAPITAL STOCK
|
2010
During the year ended March 31, 2010, the Company issued 5,814,000 shares of common stock for cash at a price of $0.10 per share in a private placement for total proceeds of $581,400. Offering costs associated with this stock sale were $58,140 and were included in accounts payable as of March 31, 2010. There was no common stock issued during the year ended March 31, 2011.
|
7.
|
STOCK OPTIONS & WARRANTS
|
During the year ended March 31, 2010, 2,150,000 options to purchase restricted shares of common stock lapsed.
Stock Option and Warrant transactions are summarized as follows
|
NUMBER
OF
SHARES
|
WEIGHTED
AVERAGE
EXERCISE
PRICE
PER SHARE
|
WEIGHTED
REMAINING
CONTRACTUAL
LIFE
IN YEARS
|
||||||||||
|
Outstanding and exercisable as at April1, 2009
|
2,150,000 | 0.48 | 0.17 | |||||||||
|
Expired - options
|
(150,000 | ) | 0.15 | |||||||||
|
Expired - options
|
(2,000,000 | ) | 0.50 | |||||||||
| - | ||||||||||||
|
8.
|
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 and Zambia). The Company had no income tax expense during the reported periods due to net operating losses.
|
A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:
|
2011
|
2010
|
|||||||
|
Loss for the period
|
$ | (357,464 | ) | $ | (607,810 | ) | ||
|
Average statutory tax rate
|
35% | 35% | ||||||
|
Expected income tax provision
|
(125,000 | ) | (213,000 | ) | ||||
|
Increase in valuation allowance
|
125,000 | 213,000 | ||||||
|
Income tax expense
|
- | - | ||||||
Significant components of the Company’s deferred income tax assets are as follows:
|
2011
|
2010
|
|||||||
|
Total income tax operating loss carry forward
|
$ | 7,003,000 | $ | 6,646,000 | ||||
|
Statutory tax rate
|
35% | 35% | ||||||
|
Deferred income tax asset
|
2,450,000 | 2,326,000 | ||||||
|
Valuation allowance
|
(2,450,000 | ) | (2,326,000 | ) | ||||
| $ | - | $ | - | |||||
F-13
The Company has incurred operating losses for tax purposes of approximately $7,003,000 which, if unutilized, may expire depending on the jurisdiction. The net operating loss carry forward has started to expire for losses incurred in Zambia from fiscal year 2010 and will start to expire for losses incurred in the United States from fiscal year 2023.
The amount of losses incurred in Zambia which have expired amount to $184,000. Future tax benefits, which may arise as a result of these losses and which are subject to the fiscal laws in the jurisdictions concerned at the time of claiming relief, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance.
|
9.
|
SUBSEQUENT EVENTS
|
Subsequent to March 31, 2011, the Company sold 5,000,000 shares of common stock at $0.02 per share for total proceeds of $100,000.
F-14