<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 September 30, 2006

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from __________to___________

                        Commission file number 333-102117
                                               ----------

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

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

The Priory, Haywards Heath, West Sussex, RH16 3LB, UK
-----------------------------------------------------
(Address of principal executive offices)

44-(1444)-255149
----------------
(Issuer's Telephone Number)

--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Former address:-
Paxhill, Park Lane, Lindfield, West Sussex, RH16 2QY, UK.
--------------------------------------------------------------------------------

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

Outstanding as of December 8, 2006: 16,369,000 common shares.

<PAGE>

                           FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that are not based on
historical fact and that involve predictions of future events based on
assessments of certain risks, developments, and uncertainties. Such forward
looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, can be identified by the use of forward-looking terminology
such as "may", "will", "should", "expect", "anticipate", estimate", "intend",
"continue", or "believe", or the negatives or other variations of these terms or
comparable terminology. Forward looking statements may include projections,
forecasts, or estimates of future performance. Forward looking statements are
based upon assumptions that we believe to be reasonable at the time such forward
looking statements are made. Whether those assumptions will be realized will be
determined by future factors, developments, and events, which are difficult to
predict and may be beyond our control. Actual factors, developments, and events
may differ materially from those assumed. Such uncertainties, contingencies, and
developments, including those discussed in Item 6 in Management's Discussion and
Analysis of Financial Condition and Results of Operations and in "Risk Factors",
could cause our future operating results to differ materially from those set
forth in any forward looking statement. Accordingly, there can be no assurance
that any such forward looking statement, projection, forecast or estimate can be
realized or that actual returns or results will not be materially lower than
those that may be estimated.

Given these uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements. The Company disclaims any obligation to update
any such factors or to publicly announce the results of any revisions to any of
the forward-looking statements contained herein to reflect future results,
events or developments.

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following interim unaudited financial statements for the period ended
September 30, 2006 have been prepared by the Company.








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


                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2006
                                   (UNAUDITED)




                                       3
<PAGE>
<TABLE>

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

                                          CONDENSED CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------- --------------- ----------------
                                                                                      SEPT 30          MARCH 31
                                                                                       2006              2006
                                                                                    (UNAUDITED)
--------------------------------------------------------------------------------- --------------- ----------------
<S>                                                                               <C>             <C>

ASSETS

CURRENT
     Cash                                                                         $    104,972    $   1,122,532
     Inventory                                                                           72,755                 -
     Accounts receivable                                                                 150,050                -
     Prepaid expenses                                                                      2,378                -
                                                                                  --------------- ----------------
                                                                                        330,155         1,122,532

PROPERTY AND EQUIPMENT                                                                  233,504            58,940
MINERAL PROPERTY INTERESTS                                                              716,376            64,286
OTHER ASSETS                                                                                  -                 -
                                                                                  --------------- ----------------

                                                                                  $   1,280,035         1,245,758
================================================================================= =============== ================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                     $     373,334   $       103,952
                                                                                  --------------- ----------------

MINORITY INTEREST                                                                             -              9,218
                                                                                  --------------- ----------------

TOTAL LIABILITIES                                                                      373,334           113,170

SHAREHOLDERS' EQUITY

COMMON STOCK
     Authorized:75,000,000 shares, par value $0.001 per share Issued and
     outstanding:
            15,510,000 shares at September 30, 2006 and
            12,149,000 shares at March 31, 2006                                          15,510            12,149
          Common stock subscribed                                                       140,750         1,170,500

          Additional paid-in capital                                                  4,931,574         1,759,935

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE                                     (4,181,133)       (1,809,996)
                                                                                  --------------- ----------------
TOTAL SHAREHOLDERS, EQUITY                                                              906,701         1,132,588
                                                                                  --------------- ----------------

                                                                                  $   1,280,035   $     1,245,758
================================================================================= =============== ================

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

                                                           4
<PAGE>

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

                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                            (UNAUDITED)

---------------------------------------- ------------------ ---------------- ------------------ ----------------- -----------------
                                                                                                                      CUMULATIVE
                                                                                                                      PERIOD FROM
                                                                                                                       INCEPTION
                                                                                                                       AUGUST 14
                                                  THREE MONTHS ENDED                     SIX MONTHS ENDED               2002 TO
                                                     SEPTEMBER 30                          SEPTEMBER 30               SEPTEMBER 30
                                                2006               2005             2006               2005               2006
---------------------------------------- ------------------ ---------------- ------------------ ----------------- -----------------

SALES                                        $     37,971      $         --      $     87,997      $         --      $     87,997
EXPENSES
     Exploration expense                     $    252,591      $      7,479      $    530,131      $     37,081      $    662,395
     Office and sundry                             12,550            26,438            74,239            35,312           173,563
     Organizational costs                              --                --                --                --             1,215
     Professional fees                             73,491            25,025           140,347            33,228           308,813
     Salaries                                      37,154            19,169            74,114            34,816           159,406
     Stock-based compensation                          --                --         1,372,000                --         2,407,000
     Travel                                        29,502            15,048            62,060            32,206           183,456
     Mineral property acquisition
       costs (Note 3)                                  --                --            40,461                --            41,832
     Management fees                               90,000            36,000           175,000            77,000           395,736
                                             ------------      ------------      ------------      ------------      ------------

LOSS FOR THE PERIOD BEFORE MINORITY
  INTERESTS                                      (457,317)         (129,159)       (2,380,355)         (249,643)       (4,245,419)

MINORITY INTEREST IN LOSS OF
  SUBSIDIARY                                           --             5,286            25,490            17,662            64,286
                                             ------------      ------------      ------------      ------------      ------------

NET LOSS FOR THE PERIOD                          (457,317)         (123,873)     $ (2,354,865)     $   (231,981)     $ (4,181,133)
                                             ============      ============      ============      ============      ============

BASIC AND DILUTED (LOSS) PER
  SHARE                                            (0.03)            (0.01)      $     (0.15)      $     (0.02)
                                             ============      ============      ============      ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                           15,510,000        12,149,000        13,535,055        12,149,000
                                             ============      ============      ============      ============

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

                                                                5
<PAGE>

                                    MAYFAIR MINING & MINERALS, INC. AND SUBSIDIARIES
                                             (AN EXPLORATION STAGE COMPANY)
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (UNAUDITED)
                                                                                                   CUMULATIVE
                                                                                                   PERIOD FROM
                                                                                                    INCEPTION
                                                                       SIX MONTHS ENDED           AUGUST 14 2002
                                                                         SEPTEMBER 30               TO SEPT 30
                                                                    2006             2005              2006
------------------------------------------------------------ ------------------ ----------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                  $(2,354,865)      $  (231,981)      $(4,181,133)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY
  OPERATING ACTIVITIES
    Stock-based compensation                                      1,372,000                --         2,407,000
    Minority interest in loss of consolidated subsidiary            (25,490)          (17,662)          (64,286)
    Charitable donation of office furniture                          50,000                --            50,000
    Amortization                                                         --             1,843                --


CHANGES IN ASSETS AND LIABILITIES:
    Inventory                                                       (72,755)               --           (72,755)
    Accounts receivable                                            (150,050)               --          (150,050)
    Prepaid expenses                                                 (2,378)              150            (2,378)
    Accounts payable and accrued liabilities                        269,382              (766)          373,334
                                                                -----------       -----------       -----------
NET CASH USED IN OPERATING ACTIVITIES                              (914,156)         (248,416)       (1,640,268)
                                                                -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                            (459,154)          (21,237)         (518,094)
                                                                -----------       -----------       -----------
NET CASH USED IN INVESTING ACTIVITIES                              (459,154)          (21,237)         (518,094)
                                                                -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Common stock issued                                             215,000            74,500         2,142,000
    Share subscriptions received                                    140,750                --           140,750
    Capital stock issue costs                                            --                --           (19,416)
                                                                -----------       -----------       -----------
NET CASH PROVIDED BY FINANCIAL ACTIVITIES                           355,750            74,500         2,263,334
                                                                -----------       -----------       -----------

NET (DECREASE) INCREASE IN CASH                                  (1,017,560)         (195,153)          104,972

CASH, BEGINNING OF PERIOD                                         1,122,532           495,745                --
                                                                -----------       -----------       -----------

CASH, END OF PERIOD                                             $   104,972       $   300,592       $   104,972
                                                                ===========       ===========       ===========
INTEREST PAID                                                   $        --       $        --       $        --
INCOME TAXES PAID                                               $        --       $        --       $        --
                                                                ===========       ===========       ===========
NON CASH INVESTING AND FINANCING ACTIVITIES


Issuance of stock in exchange for acquisition of equipment      $    50,000       $        --       $    50,000

                                                           6
<PAGE>

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

                                     CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                                        SEPTEMBER 30, 2006
                                                            (UNAUDITED)

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

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

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

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

Repayment of related party
  loan contributed as capital                --              --         (23,611)              --              --          (23,611)

Shares issued for cash at $0.15       3,500,000           3,500         521,500               --              --          525,000
Stock-based compensation                     --              --         659,000               --              --          659,000
Net loss for the year                        --              --              --               --        (801,478)        (801,478)
                                    -----------     -----------     -----------      -----------     -----------      -----------

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

Shares issued for cash at
$                          0.50         149,000             149          74,351               --              --           74,500
Share subscriptions received                 --              --              --        1,170,500              --        1,170,500
Stock-based                                  --         376,000
Compensation
Net loss for the year                        --              --         376,000               --        (973,755)        (973,755)
                                    -----------     -----------     -----------      -----------     -----------      -----------

Balance, March 31, 2006
Continued                            12,149,000     $    12,149     $ 1,759,935      $ 1,170,500     $(1,809,996)     $ 1,132,588
                                    ===========     ===========     ===========      ===========     ===========      ===========

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

                                                                7
<PAGE>

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

                                     CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                                        SEPTEMBER 30, 2006
                                                            (UNAUDITED)


                                                  COMMON STOCK                                        DEFICIT
                                  --------------------------------------------                       ACCUMULATED
                                                                    ADDITIONAL        SHARE          DURING THE
                                                                     PAID-IN       SUBSCRIPTIONS    EXPLORATION
                                     SHARES         AMOUNT           CAPITAL         RECEIVED           STAGE            TOTAL
                                  -----------     -----------      -----------      -----------      -----------      -----------
Continued
---------
Balance, March 31, 2006            12,149,000     $    12,149      $ 1,759,935      $ 1,170,500      $(1,809,996)     $ 1,132,588

Shares issued for cash at
  $0.50                               430,000             430          214,570               --               --          215,000
Shares allocated from share
  subscriptions                     2,341,000           2,341        1,168,159       (1,170,500)              --               --
Shares issued for acquisition
  of office furniture                 100,000             100           49,900               --               --           50,000
Shares issued for acquisition
  of subsidiary                       490,000     $       490          367,010               --               --          367,500
Share options received                     --              --               --           30,000               --           30,000
Stock based compensation                   --              --      $ 1,372,000               --               --        1,372,000
Net loss for the period                    --              --               --               --      $(1,913,820)     $(1,913,820)
                                  -----------     -----------      -----------      -----------      -----------      -----------

Balance, June 30, 2006             15,510,000     $    15,510      $ 4,931,574      $    30,000      $(3,723,816)     $ 1,253,268

Share options received                                                                   93,750                            93,750
Share subscriptions received                                                             17,000                            17,000
Net loss for the period                                                                                 (457,317)        (457,317)
                                  -----------     -----------      -----------      -----------      -----------      -----------

Balance, 30 Sept, 2006             15,510,000          15,510      $ 4,931,574      $   140,750      $(4,181,133)     $   906,701
                                  ===========     ===========      ===========      ===========      ===========      ===========



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

                                                                8
</TABLE>
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

1.   SIGNIFICANT ACCOUNTING POLICIES

     The unaudited financial information in the accompanying financial
     statements reflects all adjustments, which in the opinion of management are
     necessary to fairly state the Company's financial position and the results
     of its operations for the periods presented. This report on Form 10-QSB
     should be read in conjunction with the Company's financial statements and
     notes thereto included in the Company's Form 10-KSB for the fiscal year
     ended March 31, 2006. The Company assumes that the users of the interim
     financial information herein have read or have access to the audited
     financial statements for the preceding fiscal year and that the adequacy of
     additional disclosure needed for a fair presentation may be determined in
     that context. Accordingly, footnote disclosure, which would substantially
     duplicate the disclosure contained in the Company's Form 10-KSB for the
     fiscal year ended March 31, 2006, has been omitted. The results of
     operations for the six-month period ended September 30, 2006, are not
     necessarily indicative of results for the entire year ending March 31,
     2007.

     The accompanying consolidated financial statements of the Company have been
     prepared in accordance with generally accepted accounting principles in the
     United States. Because a precise determination of many assets and
     liabilities is dependent upon future events, the preparation of financial
     statements for a period necessarily involves the use of estimates which
     have been made using careful judgement.

     The accompanying consolidated financial statements have, in management's
     opinion, been properly prepared within reasonable limits of materiality and
     within the framework of the significant accounting policies summarized
     below:


     Basis of Consolidation.

     The accompanying consolidated financial statements include the accounts of
     Mayfair Mining & Minerals, Inc., its wholly-owned subsidiaries Mayfair
     Mining & Minerals (UK) Ltd. Mayfair Mining & Minerals (Madagascar) and
     Mayfair Gemstones Ltd, and its 70%-owned subsidiary Mayfair Mining and
     Minerals (Zambia) Ltd. All significant inter-company balances and
     transactions have been eliminated in consolidation.


     Organization

     The Company was incorporated in the State of Nevada, U.S.A., on August 14,
     2002.

                                       9
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Exploration Stage Activities

     The Company has been in the exploration stage since its formation and has
     only realized revenues from its planned operations in the last two
     quarters. It is primarily engaged in the acquisition and exploration of
     mining properties. Upon location of commercial minable reserves, the
     Company expects to actively prepare the site for its extraction and enter a
     development stage.


     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 $4,181,133
     for the period from inception, August 14, 2002, to September 30, 2006, and
     has sales of $87,997. 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.
     Accordingly there is substantial doubt about the company's ability to
     continue as a going concern. 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.


     Organizational and Start Up Costs

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


     Inventory

     Inventory is valued on a production cost basis and consists of stocks of
     sapphires.

                                       10
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Cash and Cash Equivalents

     Cash equivalents comprise certain highly liquid instruments with a maturity
     of three months or less when purchased. As of September 30, 2006 and 2005,
     cash and cash equivalents consists of cash only.


     Accounts Receivable

     No allowance has been made for doubtful accounts. The Company believes that
     the receivables are fully collectible.


     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.


     Property and Equipment

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

                                       11
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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.


     Foreign Currency Translation

     The Company's functional currency is the U.S. dollar. Transactions in
     foreign currency are translated into U.S. dollars as follows:

     i)   monetary items at the rate prevailing at the balance sheet date;
     ii)  non-monetary items at the historical exchange rate;
     iii) revenue and expense at the average rate in effect during the
          applicable accounting period.

     Gains and losses on translation are recorded in the consolidated statement
     of operations.


     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.


     Stock Based Compensation

     The Company has adopted the recommendations of Statement of Financial
     Accounting Standards No. 123 (revised 2004) - "Stock Based Payment" to
     account for stock based transactions with employees, officers, directors,
     and outside consultants. Accordingly, the fair value of stock options is
     charged to operations or resource property costs as appropriate, with an
     offsetting credit to contributed surplus. The fair value of stock options
     which vest immediately is recorded at the date of grant; the fair value of
     options which vest in future is recognized on a straight-line basis over
     the vesting period. Any consideration received on exercise of stock options
     together with the related portion of contributed surplus is credited to
     share capital.

                                       12
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 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 September 30, 2006 and 2005, any outstanding stock equivalents
     were anti-dilutive 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.

                                       13
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


1.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Long-Lived Assets Impairment

     Long-lived assets are reviewed for impairment when circumstances indicate
     the carrying value of an asset may not be recoverable in accordance with
     the guidance established in Statement of Financial Accounting Standards
     ("SFAS") No. 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED
     ASSETS . For assets that are to be held and used, an impairment loss is
     recognized when the estimated undiscounted cash flows associated with the
     asset or group of assets is less than their carrying value. If impairment
     exists, an adjustment is made to write the asset down to its fair value,
     and a loss is recorded as the difference between the carrying value and
     fair value. Fair values are determined based on discounted cash flows or
     internal and external appraisals, as applicable. Assets to be disposed of
     are carried at the lower of carrying value or estimated net realizable
     value. As at September 30, 2006 and 2005, the Company does not believe any
     adjustment for impairment is required

     p)   Asset Retirement Obligations

     The Company has adopted SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
     OBLIGATIONS which requires that the fair value of a liability for an asset
     retirement obligation be recognized in the period in which it is incurred.
     SFAS No. 143 requires a liability to be recorded for the present value of
     the estimated site restoration costs with corresponding increase to the
     carrying amount of the related long-lived asset. The liability will be
     accreted and the asset will be depreciated over the life of the related
     assets. Adjustments for changes resulting from the passage of time and
     changes to either the timing or amount of the original present value
     estimate underlying the obligation will be made. The Company has not
     recorded any asset retirement obligation to date as the amounts, if any,
     are not significant at this time.


2.   RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, FASB issued Statement of Financial Accounting Standards
     No. 123 (revised 2004) ("SFAS 123"), "Share-Based Payment". The Statement
     establishes fair value as the measurement objective in accounting for
     share-based payment arrangements and requires all entities to apply a
     fair-value-based measurement in accounting for share-based payment
     transactions with employees. The Company adopted SFAS 123 effective April
     1, 2004.

                                       14
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

2.   RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

     In March 2005, the Securities and Exchange Commission, (SEC issued Staff
     Accounting Bulletin No.107 (SAB 107) which provides guidance regarding the
     interaction of SFAS 123(R) and certain SEC rules and regulations. The new
     guidance includes the SEC's view on the valuation of share-based payment
     arrangements for public companies and may simplify some of SFAS 123(R)'s
     implementation challenges for registrants and enhance the information
     investors receive.

     In September 2006 the FASB issued FASB Statement No. 157, FAIR VALUE
     MEASUREMENTS (SFAS 157). SFAS 157 provides enhanced guidance for using fair
     value to measure assets and liabilities. The standard also responds to
     investors' requests for expanded information about the extent to which
     companies measure assets and liabilities at fair value, the information
     used to measure fair value, and the effect of fair value measurements on
     earnings. The standard applies whenever other standards require (or permit)
     assets or liabilities to be measured at fair value. The standard does not
     expand the use of fair value in any new circumstances. SFAS 157 is
     effective for financial statements issued for fiscal years beginning after
     November 15. 2007, and interim periods within those fiscal years. Early
     adoption is permitted. The Company is currently evaluating the effect that
     the adoption of SFAS 157 will have on its financial position and results of
     operations.

     In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
     Interpretation 48 (FIN 48). Accounting for Uncertainty in Income Taxes. FIN
     48 clarifies the accounting for uncertainty in income taxes recognized in
     an enterprise's financial statements in accordance with Statement of
     Financial Accounting Standard (SFAS 109). Accounting for Income Taxes. This
     Interpretation defines the minimum recognition threshold a tax position is
     required to meet before being recognized in the financial statements. FIN
     48 is effective for fiscal years beginning after December 15, 2006. The
     Company is currently evaluating the effect that the adoption of FIN 48 will
     have on its financial position and results of operations.

     In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
     Corrections. This statement applies to all voluntary changes in accounting
     principle and to changes required by an accounting pronouncement if the
     pronouncement does not include specific transition provisions, and it
     changes the requirements for accounting for and reporting them. Unless it
     is impractical, the statement requires retrospective application of the
     changes to prior periods' financial statements. This statement is effective
     for accounting changes and correction of errors made in fiscal years
     beginning after December 15, 2005. SFAS 154 is not expected to have a
     material impact on the Company's financial statements.

                                       15
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


3.   MINERAL PROPERTY INTERESTS

         a) Zambia

         On January 17, 2005, the Company entered into an agreement with two
         Zambian private companies under which Mayfair Mining & Minerals
         (Zambia) Limited ("Mayfair Zambia"), a private company, was formed.
         (`The Agreement')

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

         The Company is required to advance $12,500 of loan proceeds per month
         but has the right to withdraw further funding obligations at any time
         if it determines that the project is no longer feasible. As at
         September 30, 2006, the Company had advanced $388,315 (September 30,
         2005 - $77,000).

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

         Under the terms of the Agreement, two principals of the non-controlling
         interest holders are employed under contract to direct the day to day
         working operations of Mayfair Zambia at a monthly salary of $2,500 each
         from 1 April 2006. The employment contract is for one year and is
         automatically renewable each year unless either party provides one
         month's termination notice. For the six months ended September 30,
         2006, the company paid $30,000 (September 30, 2005 - $18,000)

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

                                       16
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


3.   MINERAL PROPERTY INTERESTS (Continued)

         Mayfair Zambia's summarized financial information is as follows:

                                                        2006           2005

         Current Assets                              $   1,532      $  18,195
         Non-current assets                            129,898         64,286
                                                     ---------      ---------
                                                       131,430         82,481
         Inter-company assets                               --         50,500
                                                     ---------      ---------
           Total Assets                              $ 131,430      $ 132,981
                                                     =========      =========

         Current Liabilities                         $  16,743      $  63,317
         Non-current liabilities                            --         44,043
                                                     ---------      ---------
                                                        16,743        107,360
         Inter-company liabilities                     386,053          3,000
                                                     ---------      ---------
           Total Liabilities                         $ 402,796      $ 110,360
                                                     =========      =========

         Net revenue                                 $      --      $      --
         Net income (loss)                           $(108,047)     $ (41,212)


         b) Madagascar

         On April 18, 2006, the Company entered into an agreement to acquire a
         51% interest in a Madagascan private company, Union Prospection Miniere
         which controls 16 sapphire licenses covering an area of 1,487 square
         kilometres for a consideration of (pound)640,000 plus legal expenses.
         This was financed from existing cash reserves. On May 26, 2006, the
         Company completed the agreement.

                                       17
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


3.   MINERAL PROPERTY INTERESTS (Continued)

         On June 29, 2006, the Company entered into an agreement to acquire the
         remaining 49% interest in the Madagascan private company which controls
         16 sapphire licenses for a consideration of 490,000 restricted common
         shares in the company. The Company now owns 100% of the Madagascan
         private company. The licences consist of 15 research permits, valid for
         10 years and renewable for a further 5 years and 1 exploitation permit,
         valid for 40 years and renewable for 20 year periods without limit. The
         company has no contractual obligations in place with the Madagascan
         company.

         The determination of the purchase price and its allocation to the fair
         values of the assets acquired and liabilities acquired as reflected in
         the consolidated financial statements have been based on the Company's
         valuation. The fair value of the assets and liabilities assumed in the
         in the acquisition of Union Prospection Miniere are as follows:

         Mineral Property Licences                          652,090
         Accounts receivable                                 60,003
         Property, plant, other assets and equipment        393,860
         Intangible assets                                        9
         Accounts payable and accrued expenses              (98,462)
                                                         ----------
         Net assets acquired                              1,007,500
                                                         ----------

         The purchase price allocation is subject to adjustment, as the Company
         is awaiting additional information related to the fair value of the
         licences acquired and expects to receive this information no later than
         nine months following the date of the acquisition.

         Summarized below are the pro forma unaudited results of operations for
         the six months ended September 30, 2006 as if the results of Union
         Prospection Miniere were included for the entire period presented. The
         pro forma results may not be indicative of the results that would have
         occurred if the acquisition had been completed at the beginning of the
         period presented or which may be obtained in the future:

                                                                For the six
                                                                months ended
                                                             September 30, 2006
                                                             ------------------

         Revenue                                                 $     87,997
         Net Loss                                                $  (348,481)


                                       18
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

4.   ACQUISITIONS

     a.   Mayfair Mining and Minerals (UK) Limited
          On November 17, 2004, the Company acquired all of the issued and
          outstanding shares of an inactive corporation owned by its principal
          shareholder by assuming $10 of debt.

     b.   Mayfair Gemstones Limited.
          On February 11, 2005, the Company incorporated Mayfair Gemstones
          Limited.

     c.   Union Prospection Miniere.
          On April 18, 2006, the Company acquired 51% of Union Prospection
          Miniere. On June 29, 2006, the Company acquired the remaining 49% and
          now owns 100% of Union Prospection Miniere.


5.   RELATED PARTY TRANSACTIONS

     During the six months ended September 30, 2006, the Company paid management
     fees amounting to $85,000 (September 30, 2005 - $60,000) to two directors.
     Of this amount, $15,000 (September 30,2005 - $5,000) was outstanding and
     included in accounts payable and accrued liabilities at September 30, 2006.

     During the six months ended September 30, 2006, the Company paid management
     fees amounting to $72,000 (September 30, 2005 - $17,000) to two members of
     its advisory board. Of this amount $12,000 (September 30, 2005 - $2,000)
     was outstanding and included in accounts payable and accrued liabilities at
     September 30, 2006.

6.   CAPITAL STOCK

     Common Shares

     During the quarter ended September 30, 2006, the Company received $93,750
     for the take up of 62,500 options to subscribe for shares of common stock
     at a price of $0.15 per share. At September 30, 2006, these shares had not
     been issued.

     During the quarter ended 30 September 2006, the Company received
     subscriptions for 34,000 shares of common stock for cash at a price of
     $0.50 per share. At September 30, 2006, these shares had not been issued.

     As of September 30, 2006 there were 108 registered holders of common stock.
     There were 15,510,000 shares issued of which 13,052,550 are restricted.

                                       19
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

7.   STOCK OPTIONS

         Stock Option transactions are summarized as follows:

                                                           WEIGHTED    WEIGHTED
                                               NUMBER      AVERAGE   REMAINING
                                                 OF        EXERCISE  CONTRACTUAL
                                               SHARES       PRICE        LIFE
                                                          PER SHARE    IN YEARS
                                              ----------------------------------
         Outstanding and exercisable as at
             April, 2006                      1,800,000    $   0.15     2.45
         Granted                                200,000        0.15     2.67
         Granted                              2,000,000        0.50     2.67
                                              ----------------------------------
         Balance as at June 30  2006 and
         September 30, 2006                   4,000,000    $   0.32
                                              ==================================

         The weighted average fair value per stock option granted during the
         three months ended June 30, 2006 was $0.64 (June 30, 2005 - $Nil)

         Stock based compensation expense recorded for the quarter ended June
         30, 2006 included $ 529,000 for employees, officers and directors, and
         $ 843,000 for consultants, for a total of $ 1,372,000. The compensation
         comprised options, all of which were outstanding at September 30, 2006.

         The following weighted average assumptions were used for the
         Black-Scholes valuations of stock options granted:

        Dividend yield                                                  0
        Expected volatility                                            175%
        Risk free interest rate                                       3.25%
        Expected life from the date of grant                         3 years

         Changes in the subjective input assumptions can materially affect the
         fair value estimate and, therefore, the existing models do not
         necessarily provide a reliable measure of the fair value of the
         Company's stock options.

                                       20
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


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, Zambia and Madagascar). The Company had no income tax expense
     during the reported periods due to net operating losses.

     a)   A reconciliation of income tax expense to the amount computed at the
          statutory rates is as follows: 6 Months to Year to

                                                 September 30        March 31
                                                     2006              2006
                                                 -----------       -----------
Loss for the period                               $(2,371,137)     $(1,026,243)

Average statutory tax rate                                35%               35%

Expected income tax provision                       (830,000)         (359,000)

Non-deductible stock based compensation              480,000           131,000

Increase in valuation allowance                      350,000           228,000
                                                 -----------       -----------

 Income tax expense                              $        --       $        --
                                                 ===========       ===========


     b)   Significant components of the Company's deferred income tax assets are
          as follows:

                                                  September 30        March 31
                                                      2006              2006
                                                  -----------       -----------
Total income tax operating loss carry forward     $ 1,838,000       $   830,000

Statutory tax rate                                         35%               35%

Deferred income tax asset                             643,000           290,000

Valuation allowance                                  (643,000)         (290,000)
                                                  -----------       -----------

                                                  $         -       $         -
                                                  ===========       ===========

                                       21
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2006 AND 2005
                            (STATED IN U.S. DOLLARS)


9.   INCOME TAXES (Continued)

     c)   The Company has incurred operating losses for tax purposes of
          approximately $830,000 which, if unutilized, may expire depending on
          the jurisdiction. 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. The following table lists the fiscal
          year in which the loss was incurred and the expiration date of the
          operating loss carry forwards if applicable by jurisdiction:

                                                                  EXPIRATION
                                                                   DATE OF
                                                                  INCOME TAX
                                                                  OPERATING
                                                    NET           LOSS CARRY
                                                   LOSS            FORWARDS
                                              ---------------- -----------------
          United States
          -------------
          2003                                $       3,000          2023
          2004                                       32,000          2024
          2005                                      136,000          2025
          2006                                      434,000          2026
          2007                                      808,000          2027

          Zambia
          ------
          2005                                        9,000          2010
          2006                                      175,000          2011
          2007                                      154,000          2012

          United Kingdom
          --------------
          2006                                       41,000            *
          2007                                       38,000            *

          Total income tax operating loss
             carry forward                    $   1,830,000
                                              -------------


* Tax losses incurred in the United Kingdom can be carried forward indefinitely
and offset against future profits of the same trade.

                                       22
<PAGE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


9.   FAIR VALUE OF FINANCIAL INSTRUMENTS

The related method of determining fair value and carrying value of the
Corporation's financial instruments were as follows: the fair value of current
assets and current liabilities approximates their carrying amounts due to the
short-term maturity of these instruments. The Corporation is exposed to market,
credit and currency risks arises in the normal course of the Corporation's
business. Derivative financial instruments are not used to reduce exposure to
the above risks.

CONCENTRATION OF CREDIT RISK - Financial instruments that potentially expose the
Corporation to concentrations of credit risk consist primarily of cash and cash
equivalent. Management of the Corporation believes the likelihood of incurring
material losses due to concentration of credit risk is remote.

INTEREST RATE RISK - The Corporations potential interest rate risk is minimal
and management considers the risk insignificant.

FOREIGN CURRENCY RISK - The Corporation undertakes transactions denominated in
foreign currencies. Accordingly, these activities may result in foreign currency
exposure. The Corporation does not hedge its foreign currency risk.


10.  SEGMENT INFORMATION

The Company operates in one reportable segment, being the exploration of mineral
properties, in Zambia and Madagascar.


                                       23
<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 an exploration-stage company, and have not yet generated or realized any
revenues from our business operations. As of September 30, 2006, we had cash
resources of $104,972. We expect to raise additional capital through equity
private placements, convertible debenture offerings or bank loan facilities
which are currently under discussion with a number of interested investors.

In October of 2002, we acquired the rights to explore the mineral property in
British Columbia containing six one unit claims. The property is located in an
area where exploration dates from 1891. According to MINDEP Computer Files at
the University of British Columbia, silver, lead and zinc were found in the
claims adjacent to the property.

On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January, 2005 the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the Company. . The
Company has relinquished its option on this property.

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

                                       24
<PAGE>

The Company allocated US $ 150,000.00 during fiscal 2005 for the purposes of
sampling and testing of the bedrock, elluvial and alluvial gold and platinum
group metals in Funswe River and Nansenga Stream and also for the
re-establishment of production and processing of amethyst in the Mapatizya
mining concessions. This work has now been substantially completed and
production of gold and amethyst has commenced during calendar 2006. The budget
for further work on the properties has been increased to $750,000 for the coming
year. The Company has established the headquarters of the Zambian subsidiary in
Kafue, a town 30 kilometers from Lusaka.

RESULTS OF OPERATIONS

>From Inception to September 30, 2006.

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

On May 10, 2004, the company commissioned an independent geologist to commence
Phase 1 of the company's exploration program. This program commenced in
September, 2004 and in late January the company received the consulting
geologist's report on the soil geochemistry and geology of the Silver Stone 1-6
Mineral Claims. The report states, in summary, that a program of soil
geochemical sampling with geological observations on a 10.0 km grid was carried
out at the Silver Stone claim group. No anomalous values were detected and only
several threshold soil values of up 4.0 ppm silver and 69 ppm lead were found.
The consulting geologist recommended, in his report dated January 25, 2005 that
no additional exploration should be planned for the property. This first phase
of the program and report were completed at minimal cost to the company. The
Company has relinquished its option on this property.

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

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

                                       25
<PAGE>

The company also placed a further 149,000 units during the fiscal year 2006. The
units were issued at a price of $0.50 unit for gross proceeds of $74,500 in a
private placement. Each unit consists of one share of restricted common stock
and one warrant to purchase one share of restricted common stock at an exercise
price of $0.60 per share at any time within the next two years. Net cash
provided by financing activities from inception to September 30, 2006, was
$2,263,334 as a result of proceeds received from private placement share
subscriptions and loans from the Company's Director.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2006, our total assets were $1,280,035 and our total
liabilities were $373,334.

EVENTS PRIOR TO THIS QUARTER

On April 10, 2006 the company closed a private placement financing for gross
proceeds of $1,385,500. The offering consisted of 2,771,000 units at $0.50
cents, comprised of one restricted share of common stock and one warrant to
purchase one restricted share of common stock, exercisable at US $0.60 at any
time within 2 years of the offering.

On April 11, 2006, the company announced that Mr. Klaus Fey had been appointed
as the Marketing Manager of the company's Zambian subsidiary. Mr. Fey was
responsible for the sales and marketing of product for the company's amethyst
mining operations. Sadly, on May 24, 2006 Mr. Fey passed away due to an attack
of malaria. His duties have been assumed by his assistant and the local
management of the Zambian subsidiary.

On April 18, 2006, the company announced that it had acquired 51% of the
outstanding shares of Union Prospection Miniere (UPM), a Madagascan private
limited company in a cash transaction with Sapphire Fields Limited, a
corporation existing under the laws of the British Virgin Islands. The total
consideration for this acquisition was US $640,000 plus legal expenses. This
included an independent geological report of the sapphire properties by John
Langlands of ACA Howe International Limited. ACA Howe International Limited is
an internationally recognised, independent geological and mining consultancy
with offices in Canada, where it was established in 1961, and in the United
Kingdom, where it has operated since 1978. As a result of this transaction
Mayfair Mining has acquired control of 16 sapphire licenses covering an area of
1,487 square kilometres in the Ilakaka sapphire mining district in Southern
Madagascar. On May 26, 2006, the company announced that it had closed and
completed the acquisition of control of Union Prospection Miniere, Madagascar.

On May 8, 2006, the company announced that it had retained The Vine Group, a
boutique Investment Banking and Corporate Advisory firm with international
affiliations. The Vine Group's mandate is to increase the company's shareholder
base and raise investor awareness and goodwill within the Chinese investor
community in North America and China.

                                       26
<PAGE>

On June 2, 2006, the company awarded the following Employee Stock Options,
reserved as of February 7, 2005. The options were granted at an option exercise
price of US$0.15 per share and must be exercised within three (3) years from
date of grant or the options are null, void and worthless:

                Islee Oliva Salinas, Consultant, UK - 50,000
                Evelyn YK Lee, Consultant, North America - 50,000
                Karen McHugh, Consultant, UK - 50,000
                Peter Mills, Head of Accounting - 50,000

On June 2, 2006, the company awarded the following Employee Stock Options,
reserved as of February 8, 2006, to the following individuals. The options were
granted at an option exercise price of US $0.50 per share and must be exercised
within three (3) years from date of grant or the options are null, void and
worthless.

                  Clive de Larrabeiti, President- 500,000 shares
                  Michael Smith, Vice President- 100,000 shares
                  Michael Morrison, Legal Counsel- 150,000 shares
                  Claudio Morandi, Corporate Finance Consultant- 100,000 shares
                  Dany Goreeba, Managing Director, UK - 100,000
                  Ali Abood, Advisory Board Member - 50,000
                  Christopher Davie, Director - 50,000
                  Earl Young, Advisory Board Member - 500,000
                  Midgaard Capital, Inc. - Consultants, North America - 350,000
                  Vine Group, Corporate Finance Consultants - 50,000
                  Peter Mills, Head of Accounting - 50,000

EVENTS DURING THE QUARTER

On July 3, 2006, the company announced that it had acquired the remaining 49% of
the outstanding shares of Union Prospection Miniere in a share transaction with
the remaining shareholders, who are residents of Madagascar. The company now
owns 100% of UPM.

On July 11, 2006, the company filed an 8-K with the SEC, dated July 11, 2006
reporting the change of auditors from Morgan & Company, Chartered Accountants of
Vancouver, Canada to Chantrey Vellacott DFK of London, England.

On July 20, 2006, Christopher Davie resigned as a Director of the Company,
citing increasing responsibilities in his other ventures. There was no
disagreement between the Company and Mr. Davie on any issue.

                                       27
<PAGE>

EVENTS SUBSEQUENT TO THE QUARTER

On October 5, 2006, the following persons exercised their $0.15 cent employee
incentive stock options in the following amounts.

Clive de Larrabeiti - 500,000
Dany Goreeba - 125,000
Peter Mills - 50,000
Paul Chung - 50,000
Claudio Morandi - 100,000

There are now 1,175,000 employee incentive stock options remaining to be
exercised at $0.15.

On October 16, 2006, Clive de Larrabeiti, the CEO and President of the issuer
lent the company $100,000. On November 8th, 2006 Clive de Larrabeiti lent the
company a further $39,500.

On November 2, 2006 the company gave notice to The Vine Group that it was
terminating the contract between them and the company, effective November 3,
2006, culminating on November 30, 2006.

During November, 2006 the company decided to restructure management of the
Madagascan subsidiary and to put in place a comprehensive financing structure
and an updated business plan for its sapphire mining operations. This is in
furtherance of the Company's proposed efforts to resume mining operations during
calendar 2007.

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 May, 2005 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 September 30, 2006 our total assets were $1,280,035 and our total
liabilities were $373,334. On April 10, 2006 the company closed a private
placement financing for gross proceeds of $1,385,500. The offering consisted of
2,771,000 units at $0.50 cents, comprised of one restricted share of common
stock and one warrant to purchase one restricted share of common stock,
exercisable at US $0.60 at any time with 2 years of the offering.

                                       28
<PAGE>

On October 16, 2006, Clive de Larrabeiti, the CEO and President of the issuer
lent the company $100,000. On November 8th, 2006 Clive de Larrabeiti lent the
company a further $39,500. Negotiations with a number of investment institutions
are ongoing and the company expects further investment funding forthcoming
within the next months.

CONTROLS AND PROCEDURES

In connection with this report, management carried out an evaluation, under the
supervision and with the participation of the management, including the
President and principal accounting officer, of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon the foregoing, the President and principal
accounting officer concluded that the Company's disclosure controls and
procedures are effective in connection with the filing of this Report on Form
10-QSB, as at September 30, 2006. There were significant changes in the
Company's internal controls due to the employment of a full time book keeper and
Head of Accounting. These were positions that were previously handled on a part
time basis. As a result of this change, there are appropriate segregation of
duties within the Company as a means of internal control.




                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)


Exhibit No.        Description
-----------        -----------

3.1*               Articles of Incorporation

3.2*               Bylaws

4.1*               Specimen Stock Certificate

10.1*              Bill of Sale Absolute

10.2*              Statement of Trustee

10.3*              Deed

10.4*              Agreement between Clive de Larrabeiti and the Company

10.5*              Agreement between Locke Goldsmith and Clive de Larrabeiti

10.6*              Escrow Agreement

*Filed as an Exhibit to the Company's Registration Statement on Form SB-2, dated
December 25, 2002, and incorporated herein by this reference.

                                       29
<PAGE>

REPORTS ON FORM 8-K

A Form 8-K was filed on January 17, 2005.
A Form 8- K was filed on May 31, 2005.
A Form 8-K was filed on June 3, 2005.
A Form 8-K was filed on April 13, 2006.
A Form 8-K was filed on June 28, 2006.
A Form 8-K was filed on July 7, 2006.
A Form 8-K was filed on July 20, 2006.
A Form 8-K was filed on September 14, 2006.
A Form 8-K was filed on October 4, 2006.



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:  December 8, 2006


MAYFAIR MINING & MINERALS, INC.

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


                                       30
<PAGE>

I, Clive de Larrabeiti, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Mayfair Mining &
Minerals, Inc., for the period ended September 30, 2006.

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. As the registrant's sole certifying officer, I have disclosed, based on my
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. 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 my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

(Signature)  /s/ "Clive de Larrabeiti"
             -----------------------------------------
             Clive de Larrabeiti
(Title)      President, Chief Executive Officer and Director
(Date)       December 8, 2006

Item 7.
-------

SIGNATURES
----------

IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED.

MAYFAIR MINING & MINERALS, INC.

By: /s/ Clive de Larrabeiti
    ------------------------------
Clive de Larrabeiti

President and Director (who also performs the function of chief financial
officer and principal accounting officer)

December 8, 2006

                                       31