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 December 31, 2003

[ ] 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
(State or other jurisdiction of incorporation or organization)                                   | 45-0487294
(IRS Employer Identification No.)
|------------------------------------------------------------------------------------------------------- | --------------------------------------------
|South Lodge, Paxhill Park, Lindfield, West Sussex, UK RH16 2QY
(Address of principal executive offices)
|44-(1444)-482872
(Issuer's Telephone Number)                                                           
|(Former name, former address and former fiscal year, if changed since last report)                     



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 February 13, 2004: 8,500,000 common shares

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following interim unaudited financial statement for the period ended December 31, 2003 have been prepared by the Company.



MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)





INTERIM FINANCIAL STATEMENTS





DECEMBER 31, 2003

(Unaudited)

(Stated in U.S. Dollars)



MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM BALANCE SHEET

(Unaudited)

(Stated in U.S. Dollars)



|                                                                  | DECEMBER 31 | MARCH 31 
|----------------------------------------------------------------- | ----------- | ---------
|                                                                  | 2003        | 2003     
|                                                                  |             | (Audited)
|ASSETS                                                            |             |          
|                                                                  |             |          
|Current                                                           |             |          
|Cash                                                              | $           | 135,504  
|                                                                  |             |          
|Deferred Share Issue Costs                                        |             | 19,416   
|                                                                  |             |          
|                                                                  | $           | 154,920  
|                                                                  |             |          
|LIABILITIES                                                       |             |          
|                                                                  |             |          
|Current                                                           |             |          
|Accounts payable and accrued liabilities                          | $           | -        
|                                                                  |             |          
|SHAREHOLDERS' EQUITY                                              |             |          
|                                                                  |             |          
|Share Capital                                                     |             |          
|Authorized:                                                       |             |          
|75,000,000 Common shares, par value $0.001 per share              |             |          
|                                                                  |             |          
|Issued and outstanding:                                           |             |          
|7,7,000,000 Common shares at December 31, 2003 and March 31, 2003 |             | 7,000    
|                                                                  |             |          
|Additional paid-in capital                                        |             | 23,611   
|                                                                  |             |          
|Share subscription received                                       |             | 150,000  
|                                                                  |             |          
|Deficit Accumulated During The Exploration Stage                  |             | (25,691) 
|                                                                  |             | 154,920  
|                                                                  |             |          
|                                                                  | $           | 154,920  

MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM STATEMENT OF LOSS

(Unaudited)

(Stated in U.S. Dollars)





|                                              |                    |             |             | CUMULATIVE   | CUMULATIVE  
|--------------------------------------------- | ------------------ | ----------- | ----------- | ------------ | ------------
|                                              |                    |             |             | FROM DATE    | FROM DATE   
|                                              |                    |             | NINE        | OF INCEPTION | OF INCEPTION
|                                              |                    |             | MONTHS      | AUGUST 14    | AUGUST 14   
|                                              | THREE MONTHS ENDED | ENDED       | 2002 TO     | 2002 TO     
|                                              | DECEMBER 31        | DECEMBER 31 | DECEMBER 31 | DECEMBER 31 
|                                              | 2003               | 2002        | 2003        | 2002         | 2003        
|                                              |                    |             |             |              |             
|Expenses                                      |                    |             |             |              |             
|Office and sundry                             | $                  | 2,964       | $           | 135          | $           
|Organizational costs                          |                    | -           |             | 200          |             
|Professional fees                             |                    | 9,361       |             | 1,500        |             
|Mineral property acquisition
costs (Note 4)   |                    | -           |             | 441          |             
|                                              |                    |             |             |              |             
|Net Loss For The Period                       | $                  | 12,325      | $           | 2,276        | $           
|                                              |                    |             |             |              |             
|                                              |                    |             |             |              |             
|Basic And Diluted Loss Per Share              | $                  | 0.01        | $           | 0.01         | $           
|                                              |                    |             |             |              |             
|                                              |                    |             |             |              |             
|Weighted Average Number
Of Shares Outstanding |                    | 7,000,000   |             | 7,000,000    |             





MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM STATEMENT OF CASH FLOWS

(Unaudited)

(Stated in U.S. Dollars)





|                                                                             |                    |             |             | CUMULATIVE   | CUMULATIVE  
|---------------------------------------------------------------------------- | ------------------ | ----------- | ----------- | ------------ | ------------
|                                                                             |                    |             |             | FROM DATE    | FROM DATE   
|                                                                             |                    |             | NINE        | OF INCEPTION | OF INCEPTION
|                                                                             |                    |             | MONTHS      | AUGUST 14    | AUGUST 14   
|                                                                             | THREE MONTHS ENDED | ENDED       | 2002 TO     | 2002 TO     
|                                                                             | DECEMBER 31        | DECEMBER 31 | DECEMBER 31 | DECEMBER 31 
|                                                                             | 2003               | 2002        | 2003        | 2002         | 2003        
|                                                                             |                    |             |             |              |             
|Cash Flows From Operating
Activities                                         |                    |             |             |              |             
|Net loss for the period                                                      | $                  | (12,325)    | $           | (2,276)      | $           
|                                                                             |                    |             |             |              |             
|Adjustments to Reconcile Net
Income to Net Cash Used By
Operating Activities |                    |             |             |              |             
|Accounts payable                                                             |                    | (3,204)     |             | -            |             
|                                                                             |                    | (15,529)    |             | (2,276)      |             
|                                                                             |                    |             |             |              |             
|Cash Flows From Financing
Activities                                         |                    |             |             |              |             
|Share capital issued                                                         |                    | -           |             | 1,000        |             
|Share subscription received                                                  |                    | 149,000     |             | -            |             
|Deferred Share issue costs                                                   |                    | -           |             | (3,500)      |             
|Related party loan payable
(Note 5)                                          |                    | -           |             | 16,441       |             
|                                                                             |                    | 149,000     |             | 13,941       |             
|                                                                             |                    |             |             |              |             
|Increase In Cash                                                             |                    | 133,471     |             | 11,665       |             
|                                                                             |                    |             |             |              |             
|Cash, Beginning Of Period                                                    |                    | 2,033       |             | 5,000        |             
|                                                                             |                    |             |             |              |             
|Cash, End Of Period                                                          | $                  | 135,504     | $           | 16,665       | $           



MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM STATEMENT OF SHAREHOLDERS' EQUITY



DECEMBER 31, 2003

(Unaudited)

(Stated in U.S. Dollars)





|                                                           |              |        |             |              | DEFICIT     |      
|---------------------------------------------------------- | ------------ | ------ | ----------- | ------------ | ----------- | -----
|                                                           | COMMON STOCK |        | ACCUMULATED |             
|                                                           |              |        | ADDITIONAL  | SHARE        | DURING THE  |      
|                                                           |              |        | PAID-IN     | SUBSCRIPTION | EXPLORATION |      
|                                                           | SHARES       | AMOUNT | CAPITAL     | RECEIVED     | STAGE       | TOTAL
|                                                           |              |        |             |              |             |      
|Shares issued for cash at
$0.001                           | 7,000,000    | $      | 7,000       | $            | -           | $    
|Related party loan payable contributed as capital (Note 5) | -            |        | -           |              | 16,536      |      
|Net loss for the period                                    | -            |        | -           |              | -           |      
|                                                           |              |        |             |              |             |      
|Balance, March 31, 2003                                    | 7,000,000    |        | 7,000       |              | 16,536      |      
|                                                           |              |        |             |              |             |      
|Related party loan payable
contributed as capital
(Note 5) | -            |        | -           |              | 7,075       |      
|Share subscription received during the period              | -            |        | -           |              | -           |      
|Net loss for the period                                    | -            |        | -           |              | -           |      
|                                                           |              |        |             |              |             |      
|Balance, December 31, 2003                                 | 7,000,000    | $      | 7,000       | $            | 23,611      | $    





MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM NOTES TO FINANCIAL STATEMENTS



DECEMBER 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

1.  BASIS OF PRESENTATION

The interim financial statements as of December 31, 2003 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  It is suggested that these financial statements be read in conjunction with the March 31, 2003 audited financial statements and notes hereto.

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 not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercial minable reserve, 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 incurred a net loss of $25,691 for the period from inception, August 14, 2002, to December 31, 2003, and has no sales.  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.

(An Exploration Stage Company)



INTERIM NOTES TO FINANCIAL STATEMENTS



DECEMBER 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

3.  SIGNIFICANT ACCOUNTING POLICIES

The 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 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)   Organizational and Start Up Costs

Costs of start up activities, including organizational costs, are expensed as incurred.

b)   Deferred Share Issue Costs

The Company defers all direct costs of obtaining proceeds from a public offering to be deducted from additional paid-in capital upon completion of the public offering.

c)   Mineral Property Acquisition Payments and Exploration Costs

The Company expenses all costs related to the acquisition and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves.  To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed.

d)   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.



MAYFAIR MINING & MINERALS, INC.

(An Exploration Stage Company)



INTERIM NOTES TO FINANCIAL STATEMENTS



DECEMBER 31, 2003

(Unaudited)

(Stated in U.S. Dollars)

3.  SIGNIFICANT ACCOUNTING POLICIES

e)   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.

f)   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.

g)   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 December 31, 2003, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

4.  MINERAL PROPERTY INTEREST

The Company has acquired a 100% interest in six mineral claims located in the Slocan Mining Division of British Columbia, Canada.

5.  RELATED PARTY LOAN PAYABLE

The loan, which is owing to a director and principal shareholder, is unsecured and interest free with no specific terms of repayment.

ITEM 2. Management's Discussion and Analysis of Plan of Operations.

Some discussions in this report includes 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.

We are a start-up, exploration-stage company, and have not yet generated or realized any revenues from our business operations.  We are not a blank check company.  We have no intentions of merging with any other companies or allowing ourselves to be acquired by another company, or to act as a blank check company as that term is defined under Rule 419 of Regulation C under the Rules of the Securities Act of 1933.  We must raise cash in order to implement our plan and stay in business.

We filed a registration statement on December 23, 2002, in a Form SB-2 under the Securities Act of 1933, which was effective on July 10, 2003.  This registration statement was for a public offering of our shares of common stock for a minimum amount of $40,000 and a maximum of $150,000.  We commenced the offering of the shares during October, 2003, and completed the maximum subscription of $150,000 in late November, 2003.  We had intended to commence Phase 1 of the exploration of the Company's mineral property - in late October, 2003 to complete Phase 1 at the end of November, 2003.  However, due to snow in the region, we have delayed commencement of Phase 1 until May, 2004 or earlier, weather permitting.  Subject to the results of the exploration program, we would then start Phase 2 in August, 2004 and complete Phase 2 at the end of October, 2004.  Phase 2 would take approximately three months to complete and would cost $35,000.  We would start Phase 3 at the beginning of November, 2004 and complete Phase 3 at the end of September, 2005.  Phase 3 would take approximately six months and would cost $50,000.  We cannot work from December to May because of bad weather conditions.

If the results of Phase 1 or 2 are not successful and we choose not to continue Phase 2 or 3, we will seek to acquire other claims for exploration as we are an exploration company.  We will not acquire claims from related parties.

We have not generated any revenues and no revenues are anticipated unless and until silver, lead and zinc are discovered on the property in which we have an interest.  Accordingly, we must raise cash from other than the sale of the silver, lead and zinc.  We will be conducting research in connection with the exploration of  property on which we own mining interests.  We are not going to buy or sell any plant or significant equipment.  We do not expect a change in the number of our employees.

As we have completed our public offering by raising $150,000, we can satisfy our cash requirements for the next twelve months.  As of the date of this report, Mr. de Larrabeiti has loaned to us $23,611.



Limited Operating History

There is no historical financial information about our company upon which to base an evaluation of our performance.  We are an exploration-stage company and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our claims, and possible cost overruns due to price and cost increases in services.

Results of Operations

From Inception to December 31, 2003.

We just recently acquired our mining interest on a property located in British Columbia and will commence the research and exploration of our mining operations on that property.

Since inception, Mr. de Larrabeiti has advanced to us the total sum of $23,611 for our corporate costs, mining interest acquisition costs and offering expenses required before the completion of the offering, and we issued 8,500,000 shares of common stock to raise money.  Net cash provided by financing activities from inception to December 31, 2003, was $161,195, as a result of proceeds received from share subscriptions.

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.  Since our inception, Mr. de Larrabeiti advanced to us the total sum of $23,611, which is used for organizational and start-up costs, operating capital and offering expenses incurred prior to the completion of this offering.  The loan does not bear interest and has not been repaid as of the date hereof and it is not due on a specific date.  Mr. de Larrabeiti will accept repayment from us when the money is available.  Mr. de Larrabeiti entered into an agreement with the Company on April 20, 2003 whereby he agrees not to demand the repayment from the proceeds of this offering except from the offering expenses that have been paid by loans before completion of this offering.  The offering expenses before completion of this offering that have been paid by loans from Mr. de Larrabeiti is $22,236 which have not yet been repaid to him.

As of December 31, 2003, our total assets were $154,924, and our total liabilities were $Nil.

ITEM 3.  Controls and Procedures

Based on his most recent evaluation, which was completed within 90 days of filing of this Form 10-QSB, the Company's chief executive officer and chief financial officer believes the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) are effective.  There were not any significant changes in the Company's internal controls or no other facts that could significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.  The Company is presently unable to provide segregation of duties within the Company as a means of internal control.  As a result, the Company is presently relying on overriding management reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.

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.

(b)     No reports on Form 8-K and no financial statements were filed during the quarter for which this report is filed.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  February 13, 2004

MAYFAIR MINING & MINERALS, INC.

|BY: /s/ Clive de LarrabeitiClive de Larrabeiti
President and Director
(who also performs the function of principal financial officer and principal accounting officer)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BY: /s/ Michael H. SmithMichael H. Smith
A Director                                                                                                                   

I, Clive de Larrabeiti, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Mayfair Mining & Minerals, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and





6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|(Signature)
(Title)
(Date) | /s/ "Clive de Larrabeiti"Clive de LarrabeitiPresident and Director
(who also performs the function of principal financial officer and principal accounting officer)
February 13, 2004
|-------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

I, Michael H. Smith, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Mayfair Mining & Minerals, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4.  I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|(Signature)
(Title)
(Date) | /s/ "Michael H. Smith"Michael H. SmithA Director
February 13, 2004
|-------------------------- | ------------------------------------------------------------------