~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF~~

~~THE~~Pursuant ~~SECURITIES~~to ~~EXCHANGE~~Section ~~ACT~~13 OFor 15(d) of the Securities Exchange Act of 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~Earliest ~~EVENT~~event ~~REPORTED~~Reported): ~~May~~June 1429, 2010

~~Mayfair~~MAYFAIR ~~Mining~~MINING & ~~Minerals~~MINERALS, ~~Inc~~INC.

(Exact name of registrant as specified in ~~Charter~~its charter)

Nevada	333-102117	45-0487294
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

South Lodge, Paxhill Park, Lindfield, West Sussex, RH16 2QY (Address of Principal Executive Offices) +44 (1444)220211 No Change (Former name or former address, if changed since last report)

Lindfield, West Sussex, UK, RH16 2QY

(Address of principal executive offices, including Zip Code)

REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: +44 1444 220211

No Change

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oSECTION ~~Soliciting~~4. ~~material~~Matters ~~pursuant~~Related to ~~Rule~~Accountants ~~14a-12~~and ~~under~~Financial ~~the Exchange Act (17 CFR 240.14a-12)~~Statements

oItem ~~Pre~~4.02 Non-~~commencement~~Reliance ~~communications~~on ~~pursuant~~Previously toIssued ~~Rule~~Financial ~~14d-2(b)~~Statements ~~under~~or ~~the~~a ~~Exchange~~Related ~~Act~~Audit ~~(17~~Report ~~CFR~~or ~~240.14d-2(b))~~Completed Interim Review

oOn ~~Pre-commencement~~April ~~communications~~14, ~~pursuant~~2010, toMayfair ~~Rule~~Mining ~~13e-4~~& Minerals Inc. (cthe "Company") ~~under~~retained the ~~Exchange~~firm ~~Act~~of ~~(17~~Malone ~~CFR~~Bailey ~~240~~LLP, a limited liability partnership of certified public accountants registered in the USA whose registered office is at 10350 Richmond Avenue, Suite 800, Houston, Texas 77042, as its independent registered accounting firm engaged to audit the financial statements of the Corporation.~~13e-4(c))~~

~~ITEM~~As 4part of the audit for the fiscal year ended March 31, 2007, Malone Bailey LLP undertook a review of the unaudited financial statements for the quarters ended June 30, 2006, September 30, 2006 and December 31, 2006 and recommended that the Company restate these statements.01 The consequent restatements described below involve non-cash ~~CHANGES~~accounting INentries ~~REGISTRANTS'~~relating ~~CERTIFYING~~to ~~ACCOUNTANT~~stock-based ~~CHANGE~~compensation INissued ~~CERTIFYING~~to ~~ACCOUNTANT~~certain employees and consultants and the issue of shares for the acquisition of assets. In addition, following the filing of the these unaudited financial statements, it was discovered that the effective control of a mineral property interest had not been transferred to the Company contrary to instructions given to its appointed lawyer in Madagascar. The consequent restatement involves a write-off of this investment in the period that the expenditure was recorded.

On1. ~~April~~During 14the three month period ended June 30, ~~2010~~2006, ~~MAYFAIR~~the ~~MINING~~Company &entered ~~MINERALS~~into an agreement to acquire a 51% interest in a Madagascan private company for a consideration of £640,000 ~~INC~~plus legal expenses. (Subsequently, the ~~"Corporation")~~Company ~~retained~~entered into an agreement to acquire the ~~firm~~remaining of49% ~~Malone~~interest ~~Bailey~~in ~~LLP~~the Madagascan private company for a ~~limited~~consideration ~~liability~~of ~~partnership~~490,000 restricted common shares. The purchase price and its allocation to the fair values of ~~certified~~the ~~public~~assets ~~accountants~~acquired ~~registered~~and liabilities acquired as reflected in the ~~USA~~consolidated ~~whose~~financial ~~registered~~statements ~~office~~were isbased on the Company’s valuation at ~~10350~~a ~~Richmond~~net ~~Avenue,~~asset ~~Suite~~value ~~800,~~of ~~Houston~~$1,007,500. ~~Texas~~It ~~77042~~was assubsequently ~~its~~discovered ~~independent~~that ~~registered~~the ~~accounting~~effective ~~firm~~control ~~engaged~~of the Madagascan company had not been transferred to ~~audit~~the Company contrary to instructions given to its appointed lawyer in Madagascar. The consequent restatement involves a write-off of this investment in the ~~financial~~period ~~statements~~that the expenditure was recorded. As a result of this restatement, the ~~Corporation~~balance sheet items of cash decreased by $10,858, inventory decreased by $92,198, accounts receivable decreased by $106,813, prepaid expenses decreased by $19, property and equipment decreased by $186,303, mineral property interests decreased by $652,090, accounts payable and accrued liabilities reduced by $85,051. The restatement will result in a decrease in income of $50,026, an increase in total expenses of $913,204 and a resulting increase in the loss for the period of $963,230.

2. During ~~its~~the three ~~most~~month ~~recent~~period ~~fiscal years~~ ended ~~March~~June 3130, ~~2007 and 2008 and 2009~~2006, the Company ~~did~~recorded ~~not~~stock-based ~~consult~~compensation ~~with~~relating ~~Malone~~to ~~Bailey~~stock ~~regarding~~options ~~the~~issued ~~application~~to ofemployees ~~accounting~~and ~~principles~~non-employees toresulting in a ~~specified~~recorded ~~transaction~~expense of $1,372,000. ~~either~~During ~~completed~~the oraudit ~~proposed~~of fiscal 2007, orthe Company determined that the ~~type~~fair value of ~~opinion~~these ~~that~~awards ~~might~~was be$2,052,217 ~~rendered~~instead ~~regarding~~of ~~our~~$1,372,000. ~~financial~~As ~~statements,~~a ~~nor~~result ~~did~~of this restatement, the ~~Company~~employee-benefits ~~consult~~reserve ~~with~~included ~~Malone~~as ~~Bailey~~part ~~with~~of ~~respect~~shareholders’ toequity ~~any~~on ~~accounting~~the ~~disagreement~~balance orsheet ~~any~~increased ~~reportable~~by ~~event~~$680,217. asThe ~~such~~restatement ~~term~~will isresult ~~defined~~in byan ~~paragraph~~increase ~~(a)(1)(iv)~~in total expenses of ~~Item~~$680,217 ~~304~~and ofa ~~Regulation~~resulting ~~S-B~~increase in the loss for the period of $680,217.

On3. ~~May~~During 14the three month period ended June 20, ~~2010~~2006, ~~Chantrey~~the ~~Vellacott~~Company ~~DFK~~issued ~~LLP~~50,000 ashares ~~limited~~of ~~liability~~common ~~partnership~~stock ~~registered~~to inpurchase ~~England~~office ~~and~~furniture ~~Wales~~which ~~(No~~was subsequently donated to Zamcog, the coordinating group of sponsors for the development of two schools in Zambia. ~~OC313147)~~The ~~whose~~Company ~~registered~~recorded ~~office~~an isexpense of $50,000 at ~~Russell~~a ~~Square~~rate ~~House,~~of ~~10-12~~$0.50 ~~Russell~~cents ~~Square,~~per ~~London~~share. ~~WC1B~~During ~~5LF~~the ~~("Chantrey"),~~audit ~~confirmed~~of tofiscal 2007, the Company ~~and~~determined bythat ~~copy~~the ~~letter~~fair tovalue of the ~~SEC~~shares issued in this transaction was $100,000 ~~that~~instead of $50,000. As a result of this restatement, the ~~client~~additional ~~auditor~~paid-in ~~relationship~~capital ~~between~~included ~~Chantrey~~as part of shareholders’ equity on the balance sheet increased by $50,000. The restatement will result in an increase in total expenses of $50,000 and a resulting increase in the ~~Company~~loss ~~had~~for ~~ceased~~the period of $50,000.

~~There~~4. ~~were~~During nothe ~~disagreements~~three ~~with~~month ~~Chantrey~~period ~~Vellacott~~ended ~~DFK~~September ~~LLP~~30, on2006, ~~any~~as ~~matter~~a result of ~~accounting~~the ~~principles~~write-off orof ~~practices~~the Madagascan investment, the financial ~~statement~~statements ~~disclosure~~for this period have been restated. As a result of this restatement, orthe ~~auditing~~balance ~~scope~~sheet oritems ~~procedure~~of cash decreased by $5,943, inventory decreased by $72,755, accounts receivable decreased by $139,900, prepaid expenses decreased by $18, property and equipment decreased by $160,856, mineral property interests decreased by $643,728, accounts payable and accrued liabilities reduced by $224,374. The restatement will result in ~~any~~a ~~regard~~decrease in income of $37,971, a decrease in total expenses of $210,285 and a resulting decrease in the loss for the period of $172,314.

~~The~~5. ~~Company~~During ~~has,~~the ~~prior~~three tomonth ~~filing~~period ~~hereof,~~ended ~~provided~~December ~~Malone~~31, ~~Bailey~~2006, ~~Certified~~as ~~Public~~a ~~Accountants~~result of the write-off of the Madagascan investment, ~~and~~the ~~Chantrey~~financial ~~with~~statements for this period have been restated. As a ~~copy~~result of this ~~report~~restatement, the balance sheet items of accounts receivable decreased by $144,070, property and ~~disclosures~~equipment ~~for~~decreased ~~review~~by $125,157, mineral property interests decreased by $652,090, accounts payable and ~~comment~~accrued liabilities reduced by $226,706. ifThe ~~applicable~~restatement will result in a decrease in income of $12,195, a decrease in total expenses of $124,774 and a resulting decrease in the loss for the period of $112,579.

~~ITEM~~Consequently, ~~9.01. FINANCIAL~~the ~~STATEMENTS~~Company ~~AND~~intends ~~EXHIBITS~~to amend the financial statements for the relevant periods to reflect the adjusted amounts for stock-based compensation, the issue of shares for the acquisition of assets and the write-off of the investment in Madagascar and to amend the relevant balance sheets, statements of operations and statements of cash flows accordingly to correctly present these revised calculations.

(aThe Company intends to file these amendments as an amendment to the current reports on Forms 10-c)Q ~~Not~~as ~~applicable~~originally filed on September 19, 2006, December 11, 2006 and July 31, 2007.

~~(d)~~Our ~~Exhibits~~management has discussed the matters described in this item 4.02 with members of our board of directors and our independent registered public accounting firm, Malone Bailey LLP.

Exhibit 99.1 Letter from Chantrey Vellacott DFK LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 18, 2010


	MAYFAIR MINING & MINERALS, INC.
	By: /s/ Clive de Larrabeiti
	President

Dated: June 29, 2010

MAYFAIR MINING & MINERALS, INC. By: /s/ "Clive de Larrabeiti" Clive de Larrabeiti, President

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