<PAGE>

                                  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, 2005

              [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT
             For the transition period from __________to___________

                        Commission file number 333-102117

                         MAYFAIR MINING & MINERALS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Nevada                                    45-0487294
--------------------------------------------------------------------------------
   (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)

            Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QS, UK
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                44-(1444)-487100
--------------------------------------------------------------------------------
                           (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 21 February, 2006: 12,149,000 common shares

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following interim unaudited financial statements for the period ended
December 31, 2005 have been prepared by the Company.

<TABLE>
                               MAYFAIR MINING & MINERALS, INC.
                                (AN EXPLORATION STAGE COMPANY)

                                 CONSOLIDATED BALANCE SHEETS
                                         (UNAUDITED)
                                   (STATED IN U.S. DOLLARS)

                                                                 DECEMBER 31       MARCH 31
                                                                     2005            2005
                                                                 ------------    ------------
<S>                                                              <C>             <C>
ASSETS

CURRENT
     Cash                                                        $    316,983    $    495,745
     Prepaid expense                                                       75             302
                                                                 ------------    ------------
                                                                      317,058         496,047

UNPROVEN MINERAL PROPERTY                                              64,286          64,286
CAPITAL ASSETS                                                         36,962           2,879
                                                                 ------------    ------------

                                                                 $    418,306         563,212
                                                                 ============    ============

LIABILITIES

CURRENT
     Accounts payable and accrued liabilities                    $     20,322    $     16,163
                                                                 ------------    ------------

MINORITY INTEREST IN SUBSIDIARY                                        32,815          61,706
                                                                 ------------    ------------

COMMITMENTS AND CONTINGENCIES (Notes 2(c), 4 and 6)

STOCKHOLDERS' EQUITY

CAPITAL STOCK
     Authorized:
       75,000,000 common shares, par value $0.001 per share
     Issued and outstanding:
       12,149,000 common shares at December 31, 2005 and
       12,000,000 common shares at March 31, 2005                      12,149          12,000

     Share subscriptions received                                     140,000               -

     Additional paid-in capital                                     1,383,935       1,309,584

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                   (1,170,915)       (836,241)
                                                                 ------------    ------------
                                                                      365,169         485,343
                                                                 ------------    ------------

                                                                 $    418,306    $    563,212
                                                                 ============    ============


   The accompanying notes are an integral part of these consolidated financial statements.


                                              2
</TABLE>
<PAGE>

<TABLE>
                                            MAYFAIR MINING & MINERALS, INC.
                                            (AN EXPLORATION STAGE COMPANY)

                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)
                                               (STATED IN U.S. DOLLARS)

                                                                                                           CUMULATIVE
                                                                                                           PERIOD FROM
                                                                                                            INCEPTION
                                                                                                            AUGUST 14
                                              THREE MONTHS ENDED               NINE MONTHS ENDED             2002 TO
                                                  DECEMBER 31                     DECEMBER 31              DECEMBER 31
                                              2005            2004            2005            2004            2005
                                          ------------    ------------    ------------    ------------    ------------
<S>                                       <C>               <C>           <C>               <C>           <C>
EXPENSES
     Exploration expense                  $     27,127      $        -    $     64,208      $        -    $     66,780
     Office and sundry                           7,939           4,998          43,251          12,660          75,621
     Organizational costs                            -               -               -               -           1,215
     Professional fees                           8,818            (677)         42,046          10,320          86,364
     Salaries                                   18,964               -          53,780               -          59,780
     Stock-based compensation                        -               -               -               -         659,000
     Travel                                     15,074          12,633          47,280          13,600          82,519
     Mineral property acquisition
       costs (Note 3)                                -               -               -               -           1,371
     Management fees                            36,000          19,893         113,000          24,799         169,736
                                          ------------    ------------    ------------    ------------    ------------

LOSS FOR THE PERIOD BEFORE MINORITY
  INTERESTS                                    113,922          36,847         363,565          61,379       1,202,386

MINORITY INTEREST IN LOSS OF
  SUBSIDIARY                                   (11,228)              -         (28,891)              -         (31,471)
                                          ------------    ------------    ------------    ------------    ------------

LOSS FOR THE PERIOD                            102,694          36,847    $    334,674    $     61,379    $  1,170,915
                                          ============    ============    ============    ============    ============

BASIC AND DILUTED LOSS PER
  SHARE                                   $      (0.01)   $      (0.00)   $      (0.03)   $      (0.01)
                                          ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                        12,149,000      10,752,500      12,128,276       9,253,564
                                          ============    ============    ============    ============


                The accompanying notes are an integral part of these consolidated financial statements.


                                                          3
</TABLE>
<PAGE>

<TABLE>
                                    MAYFAIR MINING & MINERALS, INC.
                                     (AN EXPLORATION STAGE COMPANY)

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)
                                        (STATED IN U.S. DOLLARS)

                                                                                             CUMULATIVE
                                                                                            PERIOD FROM
                                                                                             INCEPTION
                                                                                             AUGUST 14
                                                                  NINE MONTHS ENDED           2002 TO
                                                                     DECEMBER 31            DECEMBER 31
                                                                  2005          2004            2005
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Loss for the period                                      $  (334,674)   $   (61,379)   $(1,170,915)
     Non-cash items:
         Stock-based compensation                                       -              -        659,000
         Minority interest in subsidiary                          (28,891)             -        (31,471)
         Amortization                                               3,381              -          3,381

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED BY
  OPERATING ACTIVITIES
     Prepaid expense                                                  227              -            (75)
     Accounts payable and accrued liabilities                       4,159         (2,988)        20,322
                                                              -----------    -----------    -----------
                                                                 (355,798)       (64,367)      (519,758)
                                                              -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Common stock issued                                           74,500        525,000        756,500
     Share subscriptions received                                 140,000              -        140,000
     Capital stock issue costs                                          -              -        (19,416)
     Related party loan repayable                                                (23,611)             -
                                                              -----------    -----------    -----------
                                                                  214,500        501,389        877,084
                                                              -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITY
     Purchase of capital assets                                   (37,464)             -        (40,343)
                                                              -----------    -----------    -----------

NET INCREASE IN CASH FOR THE PERIOD                              (178,762)       437,022        316,983

CASH, BEGINNING OF PERIOD                                         495,745        130,220              -
                                                              -----------    -----------    -----------

CASH, END OF PERIOD                                           $   316,983    $   567,242    $   316,983
                                                              ===========    ===========    ===========
INTEREST PAID                                                 $         -    $         -    $         -
TAXES PAID                                                    $         -    $         -    $         -
                                                              ===========    ===========    ===========

NON-CASH TRANSACTION

During the year ended March 31, 2005, the Company acquired a 70% interest in unproven mineral
properties in Zambia valued at $64,286 in exchange for a commitment to invest $150,000 in the
properties (Note 4)

        The accompanying notes are an integral part of these consolidated financial statements.


                                                   4
</TABLE>
<PAGE>

<TABLE>
                                            MAYFAIR MINING & MINERALS, INC.
                                             (AN EXPLORATION STAGE COMPANY)

                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                   DECEMBER 31, 2005
                                                      (UNAUDITED)
                                                (STATED IN U.S. DOLLARS)

                                                                                               DEFICIT
                                           COMMON STOCK                                      ACCUMULATED
                                    -------------------------    ADDITIONAL       SHARE      DURING THE
                                                                  PAID-IN     SUBSCRIPTIONS  EXPLORATION
                                       SHARES        AMOUNT       CAPITAL        RECEIVED       STAGE          TOTAL
                                    -----------   -----------   -----------    -----------   -----------    -----------
<S>                                   <C>         <C>           <C>            <C>           <C>            <C>
Shares issued for cash at
  $0.001                              7,000,000   $     7,000   $         -    $         -   $         -    $     7,000
Related party loan payable
  contributed as capital                      -             -        16,536              -             -         16,536
Net loss for the period                       -             -             -              -        (3,291)        (3,291)
                                    -----------   -----------   -----------    -----------   -----------    -----------

Balance, March 31, 2003               7,000,000         7,000        16,536              -        (3,291)        20,245

Related party loan payable
  contributed as capital                      -             -         7,075              -             -          7,075
Shares issued for cash at
  $0.10, net of share issue
  costs of $19,416                    1,500,000         1,500       129,084              -             -        130,584
Net loss for the year                         -             -             -              -       (31,472)       (31,472)
                                    -----------   -----------   -----------    -----------   -----------    -----------

Balance, March 31, 2004               8,500,000         8,500       152,695              -       (34,763)       126,432

Repayment of related party
  loan contributed as capital                 -             -       (23,611)             -             -        (23,611)
Shares issued for cash at $0.15       3,500,000         3,500       521,500              -             -        525,000
Stock-based compensation                      -             -       659,000              -             -        659,000
Net loss for the year                         -             -             -              -      (801,478)      (801,478)
                                    -----------   -----------   -----------    -----------   -----------    -----------

Balance, March 31, 2005              12,000,000        12,000     1,309,584              -      (836,241)       485,343

Shares issued for cash at
  $0.50                                 149,000           149        74,351              -             -         74,500
Share subscriptions received                  -             -             -        140,000             -        140,000
Net loss for the period                       -             -             -              -      (334,674)      (334,674)
                                    -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 2005           12,149,000   $    12,149   $ 1,383,935    $   140,000   $(1,170,915)   $   365,169
                                    ===========   ===========   ===========    ===========   ===========    ===========

                The accompanying notes are an integral part of these consolidated financial statements.


                                                           5
</TABLE>
<PAGE>

                         MAYFAIR MINING & MINERALS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


1.   BASIS OF PRESENTATION

     The unaudited financial information furnished herein reflects all
     adjustments, which in the opinion of management are necessary to fairly
     state the Company's financial position and the results of its operations
     for the periods presented. This report on Form 10-QSB should be read in
     conjunction with the Company's financial statements and notes thereto
     included in the Company's Form 10-KSB for the fiscal year ended March 31,
     2005. The Company assumes that the users of the interim financial
     information herein have read or have access to the audited financial
     statements for the preceding fiscal year and that the adequacy of
     additional disclosure needed for a fair presentation may be determined in
     that context. Accordingly, footnote disclosure, which would substantially
     duplicate the disclosure contained in the Company's Form 10-KSB for the
     fiscal year ended March 31, 2005, has been omitted. The results of
     operations for the nine-month period ended December 31, 2005, are not
     necessarily indicative of results for the entire year ending March 31,
     2006.

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
     accumulated a deficit of $1,170,915 for the period from inception, August
     14, 2002, to December 31, 2005, 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.


                                       6
<PAGE>

                         MAYFAIR MINING & MINERALS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005
                                   (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)   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.

     b)   Mineral Property Acquisition Payments and Exploration Costs

          The Company records its interest in mineral properties at cost. The
          Company expenses all costs incurred on mineral properties to which it
          has secured exploration rights, other than acquisition costs, prior to
          the establishment of proven and probable reserves. If and when proven
          and probable reserves are determined for a property and a feasibility
          study prepared with respect to the property, then subsequent
          exploration and development costs of the property will be capitalized.

          The Company regularly performs evaluations of any investment in
          mineral properties to assess the recoverability and/or the residual
          value of its investments in these assets. All long-lived assets are
          reviewed for impairment whenever events or circumstances change which
          indicate the carrying amount of an asset may not be recoverable.

     c)   Capital Assets

          Vehicles, equipment and website costs are depreciated on a
          straight-line basis over useful lives ranging from 3 to 8 years.


                                       7
<PAGE>

                         MAYFAIR MINING & MINERALS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


4.   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) ("Mayfair
     Zambia"), a private company, was formed.

     Under the agreement, the Company agreed to provide a loan of $150,000 to
     Mayfair Zambia as the first year's budget to incorporate Mayfair Zambia and
     set up the infrastructure necessary to perform three years of work
     programs, and to fund plant requirements to reopen an amethyst mine. As
     consideration for making the loan, the Company received a 70% equity
     interest in Mayfair Zambia. The Company will be repaid the loan from
     proceeds from mining operations, if any.

     The Company is required to advance $12,500 of loan proceeds per month. The
     Company has the right to withdraw its remaining funding obligations if it
     determines that the project is no longer feasible. As at December 31, 2005,
     the Company had advanced $162,625 (March 31, 2005 - $12,500).

     The two Zambian private companies transferred all their rights and
     interests to mining licenses in three prospective mining projects to
     Mayfair Zambia in return for a 30% equity interest. The unproven mineral
     properties acquired under the arrangement have been recorded at an
     estimated fair value of $64,286.

     Under the terms of the agreement, two principals of the non-controlling
     interest holders are employed under contract to direct the day to day
     working operations of Mayfair Zambia at a monthly salary of $1,500 each.
     The employment contract is for one year and is automatically renewable each
     year unless either party provides one month's termination notice. For the
     nine months ended December 31, 2005, the Company paid $27,000 (December 31,
     2004 - $Nil) under these contracts.

     The agreement is for a ten year term, and shall continue for successive ten
     year terms unless otherwise terminated.


                                       8
<PAGE>

                         MAYFAIR MINING & MINERALS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


5.   CAPITAL ASSETS

<TABLE>
                                                        DECEMBER 31                     MARCH 31
                                                            2005                          2005
                                         ---------------------------------------------------------
                                                        ACCUMULATED       BOOK            BOOK
                                             COST       DEPRECIATION      VALUE           VALUE
                                         ------------   ------------   ------------   ------------
<S>                                      <C>            <C>            <C>               <C>
     Motor vehicles                      $     16,800   $      2,100   $     14,700   $          -
     Plant and machinery                       16,225              0         16,225              -
     Office and computer equipment              4,473            679          3,794          1,202
     Website development costs                  2,845            602          2,243          1,677
                                         ------------   ------------   ------------   ------------
                                         $     40,343   $      3,381   $     36,962   $      2,879
                                         ============   ============   ============   ============
</TABLE>

6.   COMMITMENTS AND CONTINGENCIES

     a)   The Company is currently negotiating a contract of association and a
          joint venture agreement with Bepigma Lda., a private Angolan Company.
          The Company intends to acquire, through its wholly-owned UK
          subsidiary, a 70% interest in the Ucua Pegatite Complex in the Bengo
          Province, a short distance to the northeast of Luanda, the capital of
          Angola. The terms of the agreement will require the Company to:

          i)   invest up to US$2.25 million dollars over three years, all at the
               discretion of the Company
          ii)  approve and submit a work program to the Angola Ministry of Mines
               within 60 days from the date of signing
          iii) make an initial payment of US$45,000 as a security bond to the
               Angola Ministry of Mines with a further payment of US$40,000
               within 90 days of signing

          As at December 31, 2005, the Company has not advanced any of the funds
          required under the contract.

     b)   On December 2, 2005, the Company entered into an Equity Research
          Agreement with Midas Research ("Midas"). The agreement will expire
          either on April 2, 2006 and services be provided until and including
          such date as soon as all contractual obligations have been fulfilled
          by both parties, whatever occurs first. As compensation for their
          services, the Company is to pay Midas as follows:

          i)   3,500 EURO upon signing of the agreement (paid);
          ii)  8,000 EURO prior to publication of a 12-page Company report;
          iii) 1,500 EURO prior to publication of a 4-page update of the initial
               Company report.


                                       9
<PAGE>

                         MAYFAIR MINING & MINERALS, INC.
                         (AN EXPLORATION STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


7.   RELATED PARTY TRANSACTIONS

     During the nine months ended December 31, 2005, the Company paid management
     fees amounting to $ 95,000 to two directors. Of this amount, $5,000 (March
     31, 2005 - $5,000) was outstanding and included in accounts payable and
     accrued liabilities at December 31, 2005.

     During the nine months ended December 31, 2005, the Company paid management
     fees amounting to $18,000 to a member of its advisory board. Of this
     amount, $2,000 (March 31, 2005 - $Nil) was outstanding and included in
     accounts payable and accrued liabilities at December 31, 2005.

8.   SHARE CAPITAL

     Common Shares

     During the nine month period ended December 31, 2005, the Company issued
     149,000 shares of common stock for cash at a price of $0.50 per share in a
     private placement for a total proceeds of $74,500.

     During the nine month period ended December 31, 2005, the Company received
     subscriptions for 280,000 shares of common stock for cash at a price of
     $0.50 per share. At December 31, 2005, these shares had not been issued.


                                       10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS.

Some discussions in this report include a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions, especially since we are engaged in
the mining industry, one fraught with uncertainties and risks of operations.

We are a start-up, exploration-stage company, and have not yet generated or
realized any revenues from our business operations.

As of December 31, 2005, we had cash resources of $ 316,983. We do not know how
long this money will last; however, we subjectively estimate it will last for 12
months. It depends on many factors and uncertainties, including the amount of
exploration we conduct and the cost thereof.

In October of 2002, we acquired the rights to explore the mineral property in
British Columbia containing six one unit claims.

The property is located in an area where exploration dates from 1891. According
to MINDEP Computer Files at the University of British Columbia, silver, lead and
zinc were found in the claims adjacent to the property.

On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January, 2005 the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the Company. The
Company does not intend to retain this property.

On January 17, 2005 the company signed a joint venture agreement with the
Nyendwa Family and their associated corporations. Pursuant to the Agreement, the
Company incorporated a new Zambian joint venture company - Mayfair Mining and
Minerals (Zambia) Limited. The new Zambian joint venture company is owned 70% by
Mayfair Mining and Minerals (UK) Ltd. and 30% by the Nyendwa Family of Kafue,
Zambia. Mayfair Mining and Minerals (UK) Ltd. is a wholly owned subsidiary of
Mayfair Mining and Minerals, Inc. In return for their 30% shareholdings, the
Nyendwa family is transferring into the Zambian joint venture company three
prospective mining projects.

The Directors are currently carrying out an in - house evaluation of all the
data on the three license areas, design of the work and production programs and
preparation of budgets for the three properties. The Company has provisionally
allocated US $ 150,000.00 during the first year for the purposes of sampling and
testing of the bedrock, elluvial and alluvial gold and platinum group metals in
Funswe River and Nansenga Stream and also for the re-establishment of production
and processing of amethyst in the Mapatizya mining concessions. The Company will
establish the headquarters of the Zambian subsidiary in Kafue, a town 30
kilometers from Lusaka.

On May 31, 2005, the company signed a Contract of Association and a joint
venture with Bepigma Lda., a private company in Angola. Mayfair Mining has been
granted, through its wholly-owned UK subsidiary, a 70% interest in the Ucua
Pegmatite Complex in Bengo Province, a short distance to the north east of
Luanda, the capital of Angola.


                                       11
<PAGE>

RESULTS OF OPERATIONS

From Inception to December 31, 2005.

In October of 2002, we acquired the rights to explore a mineral property in
British Columbia containing six one unit claims.

On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the company. The
company does not intend to retain this property.

On August 13, 2004 the company was given clearance to trade on the OTC Bulletin
Board regulated by the NASD, under the trading symbol "MFMM".

During November 2004 the company completed a private placement equity funding
with a number of accredited investors and European institutions for gross
proceeds to the company of US $525,000 by the sale of 3,500,000 shares at a
price of $0.15 cents. This funding is to be utilized for working capital
requirements for potential mining projects in Africa. Combined with the balance
of the funds remaining from our initial public offering of $150,000 and the
subsequent private placement completed, we anticipate we will be able to satisfy
our cash requirements for the next twelve months. The future of the Company is
dependent upon its ability to obtain financing and upon future profitable
operations from the development of its mineral properties, of which there can be
no assurance.

As of the date of this report, Mr. de Larrabeiti had loaned to us $23,611. This
amount was fully repaid from the proceeds of the November 2004 private
placement.

The company also placed a further 149,000 shares by a private placement during
the previous quarter for gross proceeds of $74,500. Net cash provided by
financing activities from inception to December 31, 2005, was $756,500, as a
result of proceeds received from share subscriptions.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, our total assets were $ 418,306 and our total
liabilities were $20,322.

EVENTS DURING THE QUARTER

On October 31, 2005 Charles Lutyens joined the Company's advisory board. Mr
Lutyens has more than 20 years experience in the mining sector in project
finance and business development roles with a strong focus on emerging
economies, including India, Zimbabwe, Papua New Guinea and Chile. He was
previously employed by Rio Tinto, where he held senior financial and commercial
positions. He was Managing Director of Rio Tinto India, based in New Delhi, with
responsibility for new business and joint venture developments in iron ore and
coal and prior to that, he was Head of Project Finance for Rio Tinto. He has
extensive experience in negotiating project financing transactions and working
closely with banks, governments, official agencies and the World Bank Group.
Recently, he has worked as a consultant to the UK Government, advising on
private sector participation in the infrastructure sector. Mr Lutyens holds an
MBA from INSEAD and an MA in Social Anthropology from Cambridge University. Mr
Lutyens is a resident of the UK.


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<PAGE>

EVENTS SUBSEQUENT TO THE QUARTER

On February 3rd the company announced that its application for membership to the
Corporate Council on Africa had been accepted. The Corporate Council on Africa,
which was established in 1993, is the largest U.S. based organization positioned
at the forefront of strengthening and facilitating the commercial relationship
between the United States and the African continent. CCA works closely with
governments, multilateral groups and business to improve the African continent's
trade and investment climate, and to raise the profile of Africa within the US
business community. The CCA has over 180 corporate and private members who
represent nearly 85% of total U.S. private sector investments in Africa.

At a meeting of the Board of Directors, held on the 8th February, the Board
resolved to set aside 2,000,000 shares to be reserved for future issuance
pursuant to options that may be granted to management and consultants at an
exercise price of US$0.50 per share. The Board also discussed and agreed that an
increase in the monthly management fee to Mr. de Larrabeiti, President of the
company should be implemented, effective January 1, 2006. The Board also
resolved that the shares of Common Stock, warrants and shares underlying the
warrants sold and issued in conjunction with the company's ongoing private
placement will be registered in a Form SB-2 registration statement to be
prepared and filed with the S.E.C. by the company. It was resolved the
registration statement would also include all of the shares issued and be issued
pursuant to the incentive options issued at $0.15 last year. The Board next
discussed the termination of the agreement with Bepigma Lda. of Angola and it
was agreed and resolved that the company would take immediate action to so
terminate the agreement.

On February 17th the company announced that Mr. Earl Young, of Dallas, Texas had
consented to join the Advisory Board of the company.

LIQUIDITY AND CAPITAL RESOURCES

We issued 7,000,000 founders shares on August 14, 2002 for the amount of $7,000.
We further issued 1,500,000 shares during November, 2003 upon the completion of
our public offering for the amount of $150,000. We issued 3,500,000 shares
during November, 2004 in a private placement for the amount of $525,000 and
issued an additional 149,000 shares during the previous quarter for the amount
of $74,500. Since our inception, Mr. de Larrabeiti advanced to us the total sum
of $23,611, which was used for organizational and start-up costs, operating
capital and offering expenses incurred prior to the completion of this offering.
The loan was repaid in full from the proceeds of the private placement in
November, 2004. As of December 31, 2005 our total assets were $ 418,306 and our
total liabilities were $20,322.


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.


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                           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 21, 2006


MAYFAIR MINING & MINERALS, INC.

BY: /S/ CLIVE DE LARRABEITI
Clive de Larrabeiti
President and Director
(who also performs the function of principal financial officer and principal
accounting officer)


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